10-Q 1 cban20180930_10q.htm FORM 10-Q cban20180930_10q.htm
 

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, DC 20549

 

FORM 10-Q

 

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

EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018 COMMISSION FILE NUMBER 0-12436

 

COLONY BANKCORP, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

GEORGIA   58-1492391
(STATE OR OTHER JURISDICTION OF     (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)   IDENTIFICATION NUMBER)

 

115 SOUTH GRANT STREET, FITZGERALD, GEORGIA 31750

ADDRESS OF PRINCIPAL EXECUTIVE OFFICES

 

229/426-6000

REGISTRANT’S TELEPHONE NUMBER INCLUDING AREA CODE

 

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.

 

YES X          NO

 

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 AND POST SUCH FILES).

 

YES X          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          X  
NON-ACCELERATED FILER (DO NOT CHECK IF A SMALLER REPORTING COMPANY)
SMALLER REPORTING COMPANY  
EMERGING GROWTH COMPANY  

                    

IF AN EMERGING GROWTH COMPANY, INDICATE BY CHECK MARK IF THE REGISTRANT HAS ELECTED NOT TO USE THE EXTENDED TRANSITION PERIOD FOR COMPLYING WITH ANY NEW OR REVISED FINANCIAL ACCOUNTING STANDARDS PROVIDED PURSUANT TO SECTION 13(a) OF THE EXCHANGE ACT.

 

 

 

 

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN RULE 12B-2 OF THE EXCHANGE ACT).

 

YES              NO X

 

INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER’S CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.

 

CLASS

OUTSTANDING AT NOVEMBER 2, 2018

COMMON STOCK, $1 PAR VALUE

8,444,908

 

2

 

 

 

TABLE OF CONTENTS

 

 

  Page

 

   

PART I – Financial Information

 
     

Forward Looking Statement Disclosure

4
     

Item 1.

Financial Statements 6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations 45

Item 3.

Quantitative and Qualitative Disclosures About Market Risk 69

Item 4.

Controls and Procedures 69
     

PART II – Other Information

 
    70

Item 1.

Legal Proceedings 70

Item 1A.

Risk Factors 70

Item 2.

Unregistered Sale of Equity Securities and Use of Proceeds 70

Item 3.

Defaults Upon Senior Securities 70

Item 4.

Mine Safety Disclosures 70

Item 5.

Other Information 70

Item 6.

Exhibits 70

Signatures

  73

 

3

 

 

 

Forward Looking Statement Disclosure

 

Certain statements contained in this Quarterly Report that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the Act), notwithstanding that such statements are not specifically identified. In addition, certain statements may be contained in the Company’s future filings with the SEC, in press releases, and in oral and written statements made by or with the approval of the Company that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans and objectives of Colony Bankcorp, Inc. or its management or Board of Directors, including those relating to products or services; (ii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

 

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

 

 

Local and regional economic conditions and the impact they may have on the Company and its customers and the Company’s assessment of that impact.

 

 

Changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements.

 

 

The effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board.

 

 

Inflation, interest rate, market and monetary fluctuations.

 

 

Political instability.

 

 

Acts of war, terrorism or cyberterrorism.

 

 

The timely development and acceptance of new products and services and perceived overall value of these products and services by users.

 

 

Changes in consumer spending, borrowings and savings habits.

 

 

Technological changes.

 

 

Acquisitions and integration of acquired businesses.

 

 

The ability to increase market share and control expenses.

 

 

The effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which the Company and its subsidiary must comply.

 

 

The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters.

 

 

Changes in the Company’s organization, compensation and benefit plans.

 

 

The costs and effects of litigation and of unexpected or adverse outcomes in such litigation.

 

 

Greater than expected costs or difficulties related to the integration of new lines of business.

 

 

The Company’s success at managing the risks involved in the foregoing items.

 

4

 

 

Forward-looking statements speak only as of the date on which such statements are made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events.

 

Readers should carefully review all disclosures we file from time to time with the Securities and Exchange Commission (“SEC”).

 

5

 

 

PART 1. FINANCIAL INFORMATION

ITEM 1  

 

FINANCIAL STATEMENTS

 

THE FOLLOWING FINANCIAL STATEMENTS ARE PROVIDED FOR COLONY BANKCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY BANK, COLONY BANK

 

 

A.

CONSOLIDATED BALANCE SHEETS – SEPTEMBER 30, 2018 (UNAUDITED) AND DECEMBER 31, 2017 (AUDITED).

 

 

B.

CONSOLIDATED STATEMENTS OF INCOME – FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017 (UNAUDITED).

 

 

C.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017 (UNAUDITED).

 

 

D.

CONSOLIDATED STATEMENTS OF CASH FLOWS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017 (UNAUDITED).

 

THE CONSOLIDATED FINANCIAL STATEMENTS FURNISHED HAVE NOT BEEN AUDITED BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, BUT REFLECT, IN THE OPINION OF MANAGEMENT, ALL ADJUSTMENTS (CONSISTING SOLELY OF NORMAL RECURRING ADJUSTMENTS) NECESSARY FOR A FAIR PRESENTATION OF THE RESULTS OF OPERATIONS FOR THE PERIODS PRESENTED.

 

THE RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2018 ARE NOT NECESSARILY INDICATIVE OF THE RESULTS TO BE EXPECTED FOR THE FULL YEAR.

 

6

 

 

PART I (Continued)

Item 1 (Continued)

 

 

COLONY BANKCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2018 AND DECEMBER 31, 2017

(DOLLARS IN THOUSANDS)

 

 

 

September 30, 2018

   

December 31, 2017

 
   

(Unaudited)

   

(Audited)

 
ASSETS                 
                 

Cash and Cash Equivalents

               

Cash and Due from Banks

  $ 10,149     $ 23,145  
                 

Interest-Bearing Deposits

    21,764       34,668  

Investment Securities

               

Available for Sale, at Fair Value

    318,032       354,247  
                 

Federal Home Loan Bank Stock, at Cost

    3,594       3,043  

Loans

    779,443       765,284  

Allowance for Loan Losses

    (7,155 )     (7,508 )

Unearned Interest and Fees

    (515 )     (495 )
      771,773       757,281  

Premises and Equipment

    27,744       27,639  

Other Real Estate (Net of Allowance of $815 and $1,451 as of September 30, 2018 and December 31, 2017, Respectively)

    2,173       4,256  

Other Intangible Assets

    18       45  

Other Assets

    30,949       28,431  

Total Assets

  $ 1,186,196     $ 1,232,755  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               

Deposits

               

Noninterest-Bearing

  $ 177,261     $ 190,928  

Interest-Bearing

    833,798       877,057  
      1,011,059       1,067,985  

Borrowed Money

               

Subordinated Debentures

    24,229       24,229  

Other Borrowed Money

    58,500       47,500  
      82,729       71,729  
                 

Other Liabilities

    3,420       2,718  
                 

Stockholders' Equity

               

Common Stock, Par Value $1 a Share; Authorized 20,000,000 Shares, Issued 8,444,908 and 8,439,258 Shares as of September 30, 2018 and December 31, 2017 respectively

    8,445       8,439  

Paid-In Capital

    25,970       29,145  

Retained Earnings

    66,916       59,230  

Accumulated Other Comprehensive (Loss), Net of Tax Benefits

    (12,343 )     (6,491 )
      88,988       90,323  

Total Liabilities and Stockholders' Equity

  $ 1,186,196     $ 1,232,755  

 

The accompanying notes are an integral part of these statements.

 

7

 

 

PART I (Continued)

Item 1 (Continued)

 

 

COLONY BANKCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

AND NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

(UNAUDITED)

(DOLLARS IN THOUSANDS)

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30, 2018

   

September 30, 2017

   

September 30, 2018

   

September 30, 2017

 

Interest Income

                               

Loans, Including Fees

  $ 10,255     $ 9,754     $ 30,048     $ 28,884  

Deposits with Other Banks

    48       52       192       166  

Investment Securities

                               

U.S. Government Agencies

    1,847       1,684       5,635       4,932  

State, County and Municipal

    25       27       77       87  

Corporate Debt

    27       23       84       59  

Dividends on Other Investments

    49       38       134       109  
      12,251       11,578       36,170       34,237  

Interest Expense

                               

Deposits

    1,564       1,191       4,165       3,559  

Federal Funds Purchased

    3       -       4       3  

Borrowed Money

    579       544       1,602       1,554  
      2,146       1,735       5,771       5,116  
                                 

Net Interest Income

    10,105       9,843       30,399       29,121  

Provision for Loan Losses

    61       -       131       335  

Net Interest Income After Provision for Loan Losses

    10,044       9,843       30,268       28,786  
                                 

Noninterest Income

                               

Service Charges on Deposits

    1,134       1,169       3,266       3,315  

Other Service Charges, Commissions and Fees

    803       741       2,414       2,300  

Mortgage Fee Income

    176       241       507       629  

Securities Gains (Losses)

    -       -       116       -  

Other

    292       273       860       974  
      2,405       2,424       7,163       7,218  

Noninterest Expenses

                               

Salaries and Employee Benefits

    5,110       4,802       15,032       14,467  

Occupancy and Equipment

    1,052       1,014       3,077       2,965  

Other

    2,916       2,564       8,106       7,976  
      9,078       8,380       26,215       25,408  
                                 

Income Before Income Taxes

    3,371       3,887       11,216       10,596  

Income Taxes

    676       1,265       2,264       3,424  

Net Income

    2,695       2,622       8,952       7,172  

Preferred Stock Dividends

    -       -       -       211  

Net Income Available to Common Stockholders

  $ 2,695     $ 2,622     $ 8,952     $ 6,961  

Net Income Per Share of Common Stock

                               

Basic

  $ 0.32     $ 0.31     $ 1.06     $ 0.82  

Diluted

  $ 0.32     $ 0.30     $ 1.04     $ 0.81  

Cash Dividends Paid Per Share of Common Stock

  $ 0.05     $ 0.025     $ 0.15     $ 0.075  

Weighted Average Basic Shares Outstanding

    8,439,415       8,439,258       8,439,310       8,439,258  

Weighted Average Diluted Shares Outstanding

    8,444,816       8,629,523       8,571,516       8,631,566  

 

The accompanying notes are an integral part of these statements.

 

8

 

 

PART I (Continued)

Item 1 (Continued)

 

 

COLONY BANKCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

THREE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

AND NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

(UNAUDITED)

(DOLLARS IN THOUSANDS)

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30, 2018

   

September 30, 2017

   

September 30, 2018

   

September 30, 2017

 
                                 

Net Income

  $ 2,695     $ 2,622     $ 8,952     $ 7,172  
                                 

Other Comprehensive Income:

                               
                                 

Gains (Losses) on Securities Arising During the Year

    (1,945 )     300       (7,291 )     1,888  

Tax Effect

    408       (102 )     1,531       (642 )

Realized Gains on Sale of AFS Securities

    -       -       (116 )     -  

Tax Effect

    -       -       24       -  
                                 

Change in Unrealized Gains (Losses) on Securities

                               

Available for Sale, Net of Reclassification Adjustment and Tax Effects

    (1,537 )     198       (5,852 )     1,246  
                                 

Comprehensive Income

  $ 1,158     $ 2,820     $ 3,100     $ 8,418  

 

The accompanying notes are an integral part of these statements.

 

9

 

 

PART I (Continued)

Item 1 (Continued)

 

 

COLONY BANKCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

(UNAUDITED)

(DOLLARS IN THOUSANDS)

 

   

Nine Months Ended

 
   

September 30, 2018

   

September 30, 2017

 

CASH FLOWS FROM OPERATING ACTIVITIES

               

Net Income

  $ 8,952     $ 7,172  

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

               

Depreciation

    1,310       1,240  

Provision for Loan Losses

    131       335  

Securities (Gains)

    (116 )     -  

Amortization and Accretion

    909       1,077  

(Gain) on Sale of Other Real Estate and Repossessions

    (168 )     (111 )

Provision for Losses on Other Real Estate

    201       256  

Increase in Cash Surrender Value of Life Insurance

    (368 )     (404 )

Loss on Sale of Premises & Equipment

    1       (11 )

Provision for Losses on Premises & Equipment

    170       -  

Other Prepaids, Deferrals and Accruals, Net

    813       1,344  
      11,835       10,898  

CASH FLOWS FROM INVESTING ACTIVITIES

               

Purchases of Investment Securities Available for Sale

    (20,893 )     (54,448 )

Proceeds from Maturities, Calls, and Paydowns of

               

Investment Securities:

               

Available for Sale

    37,667       40,698  

Proceeds from Sale of Investment Securities

               

Available for Sale

    11,268       -  

Interest-Bearing Deposits in Other Banks

    12,904       33,593  

Net Loans to Customers

    (15,380 )     (18,360 )

Purchase of Premises and Equipment

    (2,256 )     (913 )

Proceeds from Sale of Other Real Estate and Repossessions

    2,769       3,168  

Federal Home Loan Bank Stock

    (551 )     (245 )

Proceeds from Sale of Premises and Equipment

    8       38  
      25,536       3,531  

CASH FLOWS FROM FINANCING ACTIVITIES

               

Noninterest-Bearing Customer Deposits

    (13,667 )     3,647  

Interest-Bearing Customer Deposits

    (43,259 )     (27,741 )

Dividends Paid for Preferred Stock

    -       (316 )

Dividends Paid for Common Stock

    (1,266 )     (633 )

Redemption of Preferred Stock

    -       (9,360 )

Repurchase of Warrants

    (3,175 )     -  

Payments on Federal Home Loan Bank Advances

    (26,500 )     -  

Proceeds from Federal Home Loan Bank Advances

    39,000       5,000  

Payments on Other Borrowed Money

    (1,507 )     (16 )

Proceeds from Other Borrowed Money

    7       5,016  
      (50,367 )     (24,403 )
                 

Net Decrease in Cash and Cash Equivalents

    (12,996 )     (9,974 )

Cash and Cash Equivalents at Beginning of Period

    23,145       28,822  

Cash and Cash Equivalents at End of Period

  $ 10,149     $ 18,848  

 

The accompanying notes are an integral part of these statements.

 

10

 

 

PART I (Continued)

Item 1 (Continued)

 

COLONY BANKCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

(1) Summary of Significant Accounting Policies

 

Presentation

 

Colony Bankcorp, Inc. (the “Company”) is a bank holding company located in Fitzgerald, Georgia. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Colony Bank, Fitzgerald, Georgia (the “Bank”). All significant intercompany accounts have been eliminated in consolidation. The accounting and reporting policies of the Company conform to generally accepted accounting principles and practices utilized in the commercial banking industry.

 

All dollars in notes to consolidated financial statements are rounded to the nearest thousand, except for per share amounts.

 

The consolidated financial statements in this report are unaudited, except for the December 31, 2017 consolidated balance sheet. All adjustments consisting of normal recurring accruals which are, in the opinion of management, necessary for fair presentation of the interim consolidated financial statements, have been included and fairly and accurately present the financial position, results of operations and cash flows of the Company. The results of operations for the nine months ended September 30, 2018 are not necessarily indicative of the results which may be expected for the entire year.

 

Nature of Operations

 

The Bank provides a full range of retail and commercial banking services for consumers and small- to medium-size businesses located primarily in central, south and coastal Georgia. The Bank is headquartered in Fitzgerald, Georgia with banking offices in Albany, Ashburn, Broxton, Centerville, Columbus, Cordele, Douglas, Eastman, Fitzgerald, Leesburg, Moultrie, Quitman, Rochelle, Savannah, Soperton, Sylvester, Statesboro, Thomaston, Tifton, Valdosta and Warner Robins. Lending and investing activities are funded primarily by deposits gathered through its retail banking office network.

 

Use of Estimates

 

In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date and revenues and expenses for the period. Actual results could differ significantly 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 and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans.

 

Reclassifications

 

In certain instances, amounts reported in prior years’ consolidated financial statements have been reclassified to conform to statement presentations selected for 2018. Such reclassifications have not affected previously reported stockholders’ equity or net income.

 

Concentrations of Credit Risk

 

Concentrations of credit risk can exist in relation to individual borrowers or groups of borrowers, certain types of collateral, certain types of industries, or certain geographic regions. The Company has a concentration in real estate loans as well as a geographic concentration that could pose an adverse credit risk. At September 30, 2018, approximately 87 percent of the Company’s loan portfolio was concentrated in loans secured by real estate. A substantial portion of borrowers’ ability to honor their contractual obligations is dependent upon the viability of the real estate economic sector. Collateral real estate values that secure land development, construction and speculative real estate loans in the Company’s larger Metropolitan Statistical Area (MSA) markets have started showing signs of stabilization in values in recent years. In addition, a large portion of the Company’s foreclosed assets are also located in these same geographic markets, making the recovery of the carrying amount of foreclosed assets susceptible to changes in market conditions. Management continues to monitor these concentrations and has considered these concentrations in its allowance for loan loss analysis.

 

11

 

 

PART I (Continued)

Item 1 (Continued)

 

(1) Summary of Significant Accounting Policies (Continued)

 

Concentrations of Credit Risk (Continued)

 

The success of the Company is dependent, to a certain extent, upon the economic conditions in the geographic markets it serves. Adverse changes in the economic conditions in these geographic markets would likely have a material adverse effect on the Company’s results of operations and financial condition. The operating results of the Company depend primarily on its net interest income. Accordingly, operations are subject to risks and uncertainties surrounding the exposure to changes in the interest rate environment.

 

At times, the Company may have cash and cash equivalents at financial institutions in excess of federal deposit insurance limits. The Company places its cash and cash equivalents with high credit quality financial institutions whose credit ratings are monitored by management to minimize credit risk.

 

Investment Securities

 

The Company classifies its investment securities as trading, available for sale or held to maturity. Securities that are held principally for resale in the near term are classified as trading. Trading securities are carried at fair value, with realized and unrealized gains and losses included in noninterest income. Currently, no securities are classified as trading. Securities acquired with both the intent and ability to be held to maturity are classified as held to maturity and reported at amortized cost. All securities not classified as trading or held to maturity are considered available for sale. Securities available for sale are reported at estimated fair value. Unrealized gains and losses on securities available for sale are excluded from earnings and are reported, net of deferred taxes, in accumulated other comprehensive income (loss), a component of stockholders’ equity. Gains and losses from sales of securities available for sale are computed using the specific identification method. Securities available for sale includes securities which may be sold to meet liquidity needs arising from unanticipated deposit and loan fluctuations, changes in regulatory capital requirements, or unforeseen changes in market conditions.

 

The Company evaluates each investment security held to maturity and available for sale security in a loss position for other-than-temporary impairment (OTTI). In estimating other-than-temporary impairment losses, management considers such factors as the length of time and the extent to which the market value has been below cost, the financial condition of the issuer and the Company’s intent to sell and whether it is more likely than not that the Company will be required to sell the security before anticipated recovery of the amortized cost basis. If the Company intends to sell or if it is more likely than not that the Company will be required to sell the security before recovery, the OTTI write-down is recognized in earnings. If the Company does not intend to sell the security or it is not more likely than not that it will be required to sell the security before recovery, the OTTI write-down is separated into an amount representing credit loss, which is recognized in earnings and an amount related to all other factors, which is recognized in other comprehensive income (loss).

 

Federal Home Loan Bank Stock

 

Investment in stock of a Federal Home Loan Bank (FHLB) is required for every federally insured institution that utilizes its services. FHLB stock is considered restricted, as defined in the accounting standards. The FHLB stock is reported in the consolidated financial statements at cost. Dividend income is recognized when earned.

 

Loans

 

Loans that the Company has the ability and intent to hold for the foreseeable future or until maturity are recorded at their principal amount outstanding, net of unearned interest and fees. Loan origination fees, net of certain direct origination costs, are deferred and amortized over the estimated terms of the loans using the straight-line method. Interest income on loans is recognized using the effective interest method.

 

A loan is considered to be delinquent when payments have not been made according to contractual terms, typically evidenced by nonpayment of a monthly installment by the due date.

 

When management believes there is sufficient doubt as to the collectability of principal or interest on any loan or generally when loans are 90 days or more past due, the accrual of applicable interest is discontinued and the loan is designated as nonaccrual, unless the loan is well secured and in the process of collection. Interest payments received on nonaccrual loans are either applied against principal or reported as income, according to management’s judgment as to the collectability of principal. Loans are returned to an accrual status when factors indicating doubtful collectability on a timely basis no longer exist.

 

12

 

 

PART I (Continued)

Item 1 (Continued)

 

(1) Summary of Significant Accounting Policies (Continued)

 

Loans Modified in a Troubled Debt Restructuring (“TDR”)

 

Loans are considered to have been modified in a TDR when, due to a borrower’s financial difficulty, the Company makes certain concessions to the borrower that it would not otherwise consider for new debt with similar risk characteristics. Modifications may include interest rate reductions, principal or interest forgiveness, forbearance, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of the collateral. Generally, a non-accrual loan that has been modified in a TDR remains on non-accrual status for a period of 6 months to demonstrate that the borrower is able to meet the terms of the modified loan. However, performance prior to the modification, or significant events that coincide with the modification, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status at the time of loan modification or after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is uncertain, the loan remains on non-accrual status. Once a loan is modified in a troubled debt restructuring it is accounted for as an impaired loan, regardless of its accrual status, until the loan is paid in full, sold or charged off. A TDR may cease being classified as impaired if the loan is subsequently modified at market terms and, has performed according to the modified terms for at least six months, and there has not been any prior principal forgiveness on a cumulative basis.

 

Allowance for Loan Losses

 

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the inability to collect a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

 

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revisions as more information becomes available.

 

The allowance consists of specific, historical and general components. The specific component relates to loans that are classified as either doubtful, substandard or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan are lower than the carrying value of that loan. The historical component covers nonclassified loans and is based on historical loss experience adjusted for qualitative factors. A general component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The general component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and historical losses in the portfolio. General valuation allowances are based on internal and external qualitative risk factors such as (1) changes in lending policies and procedures, including changes in underwriting standards and collections, charge offs, and recovery practices, (2) changes in international, national, regional, and local conditions, (3) changes in the nature and volume of the portfolio and terms of loans, (4) changes in the experience, depth, and ability of lending management, (5) changes in the volume and severity of past due loans and other similar conditions, (6) changes in the quality of the organization's loan review system, (7) changes in the value of underlying collateral for collateral dependent loans, (8) the existence and effect of any concentrations of credit and changes in the levels of such concentrations, and (9) the effect of other external factors (i.e. competition, legal and regulatory requirements) on the level of estimated credit losses.

 

Loans identified as losses by management, internal loan review and/or regulatory agencies are charged off.

 

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent.

 

13

 

 

PART I (Continued)

Item 1 (Continued) 

 

(1) Summary of Significant Accounting Policies (Continued)

 

Allowance for Loan Losses (Continued)

 

A significant portion of the Company’s impaired loans are deemed to be collateral dependent. Management therefore measures impairment on these loans based on the fair value of the collateral. Collateral values are determined based on appraisals performed by qualified licensed appraisers hired by the Company or by senior members of the Company’s credit administration staff. The decision whether or not to obtain an external third-party appraisal usually depends on the type of property being evaluated. External appraisals are usually obtained on more complex, income producing properties such as hotels, shopping centers and businesses. Less complex properties such as residential lots, farm land and single family houses may be evaluated internally by senior credit administration staff. When the Company does obtain appraisals from external third-parties, the values utilized in the impairment calculation are “as is” or current market values. The appraisals, whether prepared internally or externally, may utilize a single valuation approach or a combination of approaches including the comparable sales, income and cost approach. Appraised amounts used in the impairment calculation are typically discounted 10 percent to account for selling and marketing costs, if the repayment of the loan is to come from the sale of the collateral. Although appraisals are not obtained each year on all impaired loans, the collateral values used in the impairment calculations are evaluated quarterly by management. Based on management’s knowledge of the collateral and the current real estate market conditions, appraised values may be further discounted to reflect facts and circumstances known to management since the most recent appraisal was performed.

 

Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a level 3 classification of the inputs for determining fair value. Because of the high degree of judgment required in estimating the fair value of collateral underlying impaired loans and because of the relationship between fair value and general economic conditions, we consider the fair value of impaired loans to be highly sensitive to changes in market conditions.

 

Premises and Equipment

 

Premises and equipment are recorded at acquisition cost net of accumulated depreciation.

 

Depreciation is charged to operations over the estimated useful lives of the assets. The estimated useful lives and methods of depreciation are as follows:

 

Description

 

Life in Years

 

Method

Banking Premises

    15 - 40  

Straight-Line and Accelerated

Furniture and Equipment

    5 - 10  

Straight-Line and Accelerated

 

Expenditures for major renewals and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. When property and equipment are retired or sold, the cost and accumulated depreciation are removed from the respective accounts and any gain or loss is reflected in other income or expense.

 

Intangible Assets

 

Intangible assets consist of core deposit intangibles acquired in connection with a business combination. The core deposit intangible is initially recognized based on a valuation performed as of the consummation date. The core deposit intangible is amortized by the straight-line method over the average remaining life of the acquired customer deposits.

 

Transfers of Financial Assets

 

Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

 

14

 

 

PART I (Continued)

Item 1 (Continued) 

 

(1) Summary of Significant Accounting Policies (Continued)

 

Statement of Cash Flows

 

For reporting cash flows, cash and cash equivalents include cash on hand, noninterest-bearing amounts due from banks and federal funds sold. Cash flows from demand deposits, interest-bearing checking accounts, savings accounts, loans and certificates of deposit are reported net.

 

Advertising Costs

 

The Company expenses the cost of advertising in the periods in which those costs are incurred.

 

Income Taxes

 

The provision for income taxes is based upon income for financial statement purposes, adjusted for nontaxable income and nondeductible expenses. Deferred income taxes have been provided when different accounting methods have been used in determining income for income tax purposes and for financial reporting purposes.

 

Deferred tax assets and liabilities are recognized based on future tax consequences attributable to differences arising from the financial statement carrying values of assets and liabilities and their tax bases. The differences relate primarily to depreciable assets (use of different depreciation methods for financial statement and income tax purposes) and allowance for loan losses (use of the allowance method for financial statement purposes and the direct write-off method for tax purposes). In the event of changes in the tax laws, deferred tax assets and liabilities are adjusted in the period of the enactment of those changes, with effects included in the income tax provision. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company and its subsidiary file a consolidated federal income tax return. The subsidiary pays its proportional share of federal income taxes to the Company based on its taxable income.

 

Positions taken in the Company’s tax returns may be subject to challenge by the taxing authorities upon examination. Uncertain tax positions are initially recognized in the consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are both initially and subsequently measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement with the tax authority, assuming full knowledge of the position and all relevant facts. The Company provides for interest and, in some cases, penalties on tax positions that may be challenged by the taxing authorities. Interest expense is recognized beginning in the first period that such interest would begin accruing. Penalties are recognized in the period that the Company claims the position in the tax return. Interest and penalties on income tax uncertainties are classified within income tax expense in the consolidated statement of income.

 

Other Real Estate

 

Other real estate generally represents real estate acquired through foreclosure and is initially recorded at estimated fair value at the date of acquisition less the cost of disposal. Losses from the acquisition of property in full or partial satisfaction of debt are recorded as loan losses. Properties are evaluated regularly to ensure the recorded amounts are supported by current fair values, and valuation allowances are recorded as necessary to reduce the carrying amount to fair value less estimated cost of disposal. Routine holding costs and gains or losses upon disposition are included in other noninterest expense.

 

Bank-Owned Life Insurance

 

The Company has purchased life insurance on the lives of certain key members of management and directors. The life insurance policies are recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or amounts due that are probable at settlement, if applicable. Increases in the cash surrender value are recorded as other income in the consolidated statements of income. The cash surrender value of the insurance contracts is recorded in other assets on the consolidated balance sheets in the amount of $17,457 and $17,089 as of September 30, 2018 and December 31, 2017, respectively.

 

15

 

 

PART I (Continued)

Item 1 (Continued) 

 

(1) Summary of Significant Accounting Policies (Continued)

 

Comprehensive Income

 

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on securities available for sale, represent equity changes from economic events of the period other than transactions with owners and are not reported in the consolidated statements of income but as a separate component of the equity section of the consolidated balance sheets. Such items are considered components of other comprehensive income (loss). Accounting standards codification requires the presentation in the consolidated financial statements of net income and all items of other comprehensive income (loss) as total comprehensive income (loss).

 

Off-Balance Sheet Credit Related Financial Instruments

 

In the ordinary course of business, the Company has entered into commitments to extend credit, commercial letters of credit and standby letters of credit. Such financial instruments are recorded when they are funded.

 

Changes in Accounting Principles and Effects of New Accounting Pronouncements

 

ASU 2014-09, Revenue from Contracts with Customers (Topic 606). On January 1, 2018, the Company adopted ASU 2014-09 and all subsequent amendments to the ASU and ASC 606 which (1) creates a single framework for recognizing revenue from contracts with customers that fall within its scope and (2) revises when it is appropriate to recognize a gain (loss) from the transfer of nonfinancial assets, such as other real estate owned. The majority of the Company’s revenues came from interest income and other sources, including loans and investment securities, that are outside the scope of ASC 606. With the exception of gain/losses on the sale of other real estate owned, the Company’s services that fall within the scope of ASC 606 are presented within noninterest income and are recognized as revenue as the Company satisfies its obligations to the customer. Services within the scope of ASC 606 reported in noninterest income include service charges on deposit accounts, debit card interchange fees, and ATM fees. The net of gains and losses on the sale of other real estate owned are recorded in other noninterest expenses in the Company’s consolidated statements of income. The adoption of ASC 606 did not change the timing or amount of revenue recognized for the Company. Accordingly, no cumulative effect adjustment was recorded under the modified retrospective transition method. See Note 15 for further discussion on the Company’s accounting policies for revenue source within the scope of ASC 606.

 

ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU  2016-01, among other things, (i) requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (viii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale.  ASU 2016-01 is effective for the Company on January 1, 2018. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

 

ASU 2016-02, Leases (Topic 842). This ASU requires lessees to put most leases on their balance sheets but recognize expenses in the income statement in a manner similar to current accounting treatment. This ASU changes the guidance on sale-leaseback transactions, initial direct costs and lease execution costs, and, for lessors, modifies the classification criteria and the accounting for sales-type and direct financing leases. For public business entities, this ASU is effective for annual periods beginning after December 15, 2018, and interim periods therein. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company is evaluating the impact of this ASU on its financial statements and disclosures.

 

16

 

 

PART I (Continued)

Item 1 (Continued) 

 

(1) Summary of Significant Accounting Policies (Continued)

 

Changes in Accounting Principles and Effects of New Accounting Pronouncements (Continued)

 

ASU 2016-13, Financial Instruments – Credit Losses (Topic 326). This ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supported forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this ASU on its consolidated financial statements.

 

ASU 2016-15, Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance related to certain cash flow issues in order to reduce the current and potential future diversity in practice. ASU 2016-15 is effective for us on January 1, 2018 and did not have a significant impact on our financial statements.

 

ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities. This ASU shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. Today, entities generally amortize the premium over the contractual life of the security. The new guidance does not change the accounting for purchased callable debt securities held at a discount; the discount continues to be amortized to maturity. ASU No. 2017-08 is effective for interim and annual reporting periods beginning after December 15, 2018; early adoption is permitted. The guidance calls for a modified retrospective transition approach under which a cumulative-effect adjustment will be made to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the provisions of ASU No. 2017-08 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements.

 

ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220). Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU allows an entity to elect a reclassification from accumulated other comprehensive income (AOCI) to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (TCJ Act). ASU 2018-02 is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The Company elected to early adopt the provisions of ASU 2018-02 in the fourth quarter of 2017 and, as a result, reclassified $1.1 million from AOCI to retained earnings as of December 31, 2017.

 

ASU 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820). This ASU modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for interim and annual reporting periods after December 15, 2019; early adoption is permitted. The Company is currently evaluating the provisions of ASU 2018-13 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements.

 

17

 

 

PART I (Continued)

Item 1 (Continued) 

 

 

(2) Investment Securities

 

Investment securities as of September 30, 2018 and December 31, 2017 are summarized as follows:

 

September 30, 2018

 

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

Fair Value

 

Securities Available for Sale:

                               

U. S. Government Agencies Mortgage-Backed

  $ 326,676     $ 52     $ (15,550 )   $ 311,178  

State, County & Municipal

    4,024       4       (56 )     3,972  

Corporate Bonds

    2,956       -       (74 )     2,882  
    $ 333,656     $ 56     $ (15,680 )   $ 318,032  

 

December 31, 2017

 

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

Fair Value

 

Securities Available for Sale:

                               

U. S. Government Agencies Mortgage-Backed

  $ 354,931     $ 258     $ (8,466 )   $ 346,723  

State, County & Municipal

    4,493       23       (23 )     4,493  

Corporate Bonds

    2,048       12       -       2,060  

Asset-Backed

    993       -       (22 )     971  
    $ 362,465     $ 293     $ (8,511 )   $ 354,247  

 

The amortized cost and fair value of investment securities as of September 30, 2018, by contractual maturity, are shown hereafter. Expected maturities may differ from contractual maturities for certain investments because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. This is often the case with mortgage-backed securities, which are disclosed separately in the table below.

 

   

Securities

 
   

Available for Sale

 
   

Amortized Cost

   

Fair Value

 
                 

Due In One Year or Less

  $ 358     $ 356  

Due After One Year Through Five Years

    4,311       4,232  

Due After Five Years Through Ten Years

    1,134       1,136  

Due After Ten Years

    1,177       1,130  
    $ 6,980     $ 6,854  
                 

Mortgage-Backed Securities

    326,676       311,178  
    $ 333,656     $ 318,032  

 

Proceeds from the sale of investments available for sale totaled $11,268 for the first nine months of 2018. The sale of investments available for sale during the first nine months of 2018 resulted in gross realized gains of $116 and losses of $0. The Bank did not sell any investments during the first nine months of 2017. Therefore the Bank did not have any proceeds, gains or losses during the first nine months of 2017.

 

Investment securities having a carrying value approximating $126,869 and $175,484 as of September 30, 2018 and December 31, 2017, respectively, were pledged to secure public deposits and for other purposes.

 

18

 

 

PART I (Continued)

Item 1 (Continued) 

 

(2) Investment Securities (Continued)

 

Information pertaining to securities with gross unrealized losses at September 30, 2018 and December 31, 2017 aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

 

   

Less Than 12 Months

   

12 Months or Greater

   

Total

 
                                                 
           

Gross

           

Gross

           

Gross

 
   

Fair

   

Unrealized

   

Fair

   

Unrealized

   

Fair

   

Unrealized

 
   

Value

   

Losses

   

Value

   

Losses

   

Value

   

Losses

 
                                                 

September 30, 2018

                                               

U. S. Government Agencies Mortgage-Backed

  $ 96,095     $ (3,370 )   $ 209,451     $ (12,180 )   $ 305,546     $ (15,550 )

State, County and Municipal

    2,498       (21 )     1,258       (35 )     3,756       (56 )

Corporate Bonds

    2,000       (35 )     882       (39 )     2,882       (74 )
    $ 100,593     $ (3,426 )   $ 211,591     $ (12,254 )   $ 312,184     $ (15,680 )
                                                 

December 31. 2017

                                               

U.S. Government Agencies Mortgage-Backed

  $ 120,139     $ (1,655 )   $ 190,196     $ (6,811 )   $ 310,335     $ (8,466 )

State, County and Municipal

    2,598       (23 )     -       -       2,598       (23 )

Asset-Backed

    971       (22 )     -       -       971       (22 )
    $ 123,708     $ (1,700 )   $ 190,196     $ (6,811 )   $ 313,904     $ (8,511 )

 

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

 

At September 30, 2018, 151 securities have unrealized losses which have depreciated 4.78 percent from the Company’s amortized cost basis. These securities are guaranteed by either the U.S. Government, other governments or U.S. corporations. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred and the results of reviews of the issuer’s financial condition. The unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased. As management has the ability to hold debt securities until maturity, or for the foreseeable future if classified as available-for-sale, no declines are deemed to be other than temporary.

 

19

 

 

PART I (Continued)

Item 1 (Continued)

 

 

(3) Loans

 

The following table presents the composition of loans segregated by class of loans, as of September 30, 2018 and December 31, 2017.

 

   

September 30, 2018

   

December 31, 2017

 

Commercial and Agricultural

               

Commercial

  $ 47,292     $ 48,122  

Agricultural

    21,415       16,443  
                 

Real Estate

               

Commercial Construction

    53,570       45,214  

Residential Construction

    12,897       8,583  

Commercial

    349,408       351,172  

Residential

    189,153       194,049  

Farmland

    70,069       67,768  
                 

Consumer and Other

               

Consumer

    18,623       18,956  

Other

    17,016       14,977  
                 

Total Loans

  $ 779,443     $ 765,284  

 

Commercial and industrial loans are extended to a diverse group of businesses within the Company’s market area. These loans are often underwritten based on the borrower’s ability to service the debt from income from the business. Real estate construction loans often require loan funds to be advanced prior to completion of the project. Due to uncertainties inherent in estimating construction costs, changes in interest rates and other economic conditions, these loans often pose a higher risk than other types of loans. Consumer loans are originated at the Bank level. These loans are generally smaller loan amounts spread across many individual borrowers to help minimize risk.

 

Credit Quality Indicators. As part of the ongoing monitoring of the credit quality of the loan portfolio, management tracks certain credit quality indicators including trends related to (i) the risk grade assigned to commercial and consumer loans, (ii) the level of classified commercial loans, (iii) net charge-offs, (iv) nonperforming loans, and (v) the general economic conditions in the Company’s geographic markets.

 

20

 

 

PART I (Continued)

Item 1 (Continued)

 

The Company uses a risk grading matrix to assign a risk grade to each of its loans. Loans are graded on a scale of 1 to 8. A description of the general characteristics of the grades is as follows:

 

(3) Loans (Continued)

 

 

Grades 1 and 2 – Borrowers with these assigned grades range in risk from virtual absence of risk to minimal risk. Such loans may be secured by Company-issued and controlled certificates of deposit or properly-margined equity securities or bonds. Other loans comprising these grades are made to companies that have been in existence for a long period of time with many years of consecutive profits and strong equity, good liquidity, excellent debt service ability and unblemished past performance, or to exceptionally strong individuals with collateral of unquestioned value that fully secures the loans. Loans in this category fall into the “pass” classification.

 

 

Grades 3 and 4 – Loans assigned these “pass” risk grades are made to borrowers with acceptable credit quality and risk. The risk ranges from loans with no significant weaknesses in repayment capacity and collateral protection to acceptable loans with one or more risk factors considered to be more than average.

 

 

Grade 5 – This grade includes “special mention” loans on management’s watch list and is intended to be used on a temporary basis for pass grade loans where risk-modifying action is intended in the short-term.

 

 

Grade 6 – This grade includes “substandard” loans in accordance with regulatory guidelines. This category includes borrowers with well-defined weaknesses that jeopardize the payment of the debt in accordance with the agreed terms. Loans considered to be impaired are assigned this grade, and these loans often have assigned loss allocations as part of the allowance for loan and lease losses. Generally, loans on which interest accrual has been stopped would be included in this grade.

 

 

Grades 7 and 8 – These grades correspond to regulatory classification definitions of “doubtful” and “loss,” respectively. In practice, any loan with these grades would be for a very short period of time, and generally the Company has no loans with these assigned grades. Management manages the Company’s problem loans in such a way that uncollectible loans or uncollectible portions of loans are charged off immediately with any residual, collectible amounts assigned a risk grade of 6.

 

The following table presents the loan portfolio by credit quality indicator (risk grade) as of September 30, 2018 and December 31, 2017. Those loans with a risk grade of 1, 2, 3 or 4 have been combined in the pass column for presentation purposes. For the period ending September 30, 2018, the Company did not have any loans classified as “doubtful” or a “loss”.

 

September 30, 2018

                               
   

Pass

   

Special Mention

   

Substandard

   

Total Loans

 

Commercial and Agricultural

                               

Commercial

  $ 45,612     $ 847     $ 833     $ 47,292  

Agricultural

    20,026       919       470       21,415  
                                 

Real Estate

                               

Commercial Construction

    52,181       631       758       53,570  

Residential Construction

    12,897       -       -       12,897  

Commercial

    335,844       7,000       6,564       349,408  

Residential

    173,987       4,543       10,623       189,153  

Farmland

    66,002       2,002       2,065       70,069  
                                 

Consumer and Other

                               

Consumer

    18,239       38       346       18,623  

Other

    17,010       6       -       17,016  
                                 

Total Loans

  $ 741,798     $ 15,986     $ 21,659     $ 779,443  

 

21

 

 

PART I (Continued)

Item 1 (Continued)

 

(3) Loans (Continued)

 

December 31, 2017

                               
   

Pass

   

Special Mention

   

Substandard

   

Total Loans

 

Commercial and Agricultural

                               

Commercial

  $ 46,469     $ 825     $ 828     $ 48,122  

Agricultural

    15,868       175       400       16,443  
                                 

Real Estate

                               

Commercial Construction

    41,282       578       3,354       45,214  

Residential Construction

    8,583       -       -       8,583  

Commercial

    338,776       7,663       4,733       351,172  

Residential

    177,963       4,865       11,221       194,049  

Farmland

    66,335       444       989       67,768  
                                 

Consumer and Other

                               

Consumer

    18,496       53       407       18,956  

Other

    14,969       8       -       14,977  
                                 

Total Loans

  $ 728,741     $ 14,611     $ 21,932     $ 765,284  

 

A loan’s risk grade is assigned at the inception of the loan and is based on the financial strength of the borrower and the type of collateral. Loan risk grades are subject to reassessment at various times throughout the year as part of the Company’s ongoing loan review process. Loans with an assigned risk grade of 6 or below and an outstanding balance of $250,000 or more are reassessed on a quarterly basis. During this reassessment process individual reserves may be identified and placed against certain loans which are not considered impaired.

 

In assessing the overall economic condition of the markets in which it operates, the Company monitors the unemployment rates for its major service areas. The unemployment rates are reviewed on a quarterly basis as part of the allowance for loan loss determination.

 

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Generally, loans are placed on nonaccrual status if principal or interest payments become 90 days past due or when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provision. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due.

 

22

 

 

PART I (Continued)

Item 1 (Continued)

 

(3) Loans (Continued)

 

The following table represents an age analysis of past due loans and nonaccrual loans, segregated by class of loans, as of September 30, 2018 and December 31, 2017:

 

September 30, 2018

                                               
   

Accruing Loans

                         
           

90 Days

                                 
   

30-89 Days

   

or More

   

Total Accruing

   

Nonaccrual

                 
   

Past Due

   

Past Due

   

Loans Past Due

   

Loans

   

Current Loans

   

Total Loans

 

Commercial and Agricultural

                                               

Commercial

  $ 376     $ -     $ 376     $ 471     $ 46,445     $ 47,292  

Agricultural

    65       -       65       423       20,927       21,415  
                                                 

Real Estate

                                               

Commercial Construction

    141       -       141       505       52,924       53,570  

Residential Construction

    -       -       -       -       12,897       12,897  

Commercial

    895       -       895       2,277       346,236       349,408  

Residential

    2,485       -       2,485       2,219       184,449       189,153  

Farmland

    58       -       58       2,066       67,945       70,069  
                                                 

Consumer and Other

                                               

Consumer

    141       1       142       175       18,306       18,623  

Other

    9       -       9       -       17,007       17,016  
                                                 

Total Loans

  $ 4,170     $ 1     $ 4,171     $ 8,136     $ 767,136     $ 779,443  

 

December 31, 2017

                                               
   

Accruing Loans

                         
           

90 Days

                                 
   

30-89 Days

   

or More

   

Total Accruing

   

Nonaccrual

                 
   

Past Due

   

Past Due

   

Loans Past Due

   

Loans

   

Current Loans

   

Total Loans

 

Commercial and Agricultural

                                               

Commercial

  $ 329     $ -     $ 329     $ 598     $ 47,195     $ 48,122  

Agricultural

    111       -       111       399       15,933       16,443  
                                                 

Real Estate

                                               

Commercial Construction

    27       -       27       477       44,710       45,214  

Residential Construction

    119       -       119       -       8,464       8,583  

Commercial

    919       -       919       2,172       348,081       351,172  

Residential

    2,482       -       2,482       2,830       188,737       194,049  

Farmland

    318       -       318       839       66,611       67,768  
                                                 

Consumer and Other

                                               

Consumer

    246       -       246       188       18,522       18,956  

Other

    7       -       7       -       14,970       14,977  
                                                 

Total Loans

  $ 4,558     $ -     $ 4,558     $ 7,503     $ 753,223     $ 765,284  

 

23

 

 

PART I (Continued)

Item 1 (Continued)

 

(3) Loans (Continued)

 

The following table details impaired loan data as of September 30, 2018:

 

September 30, 2018

                                               
   

Unpaid

                                         
   

Contractual

                   

Average

   

Interest

   

Interest

 
   

Principal

   

Impaired

   

Related

   

Recorded

   

Income

   

Income

 
   

Balance

   

Balance

   

Allowance

   

Investment

   

Recognized

   

Collected

 
                                                 

With No Related Allowance Recorded

                                               

Commercial

  $ 472     $ 472     $ -     $ 508     $ 13     $ 15  

Agricultural

    444       423       -       375       14       21  

Commercial Construction

    102       102       -       54       3       3  

Residential Construction

    -       -       -       -       -       -  

Commercial Real Estate

    9,758       9,758       -       10,759       345       352  

Residential Real Estate

    3,954       3,868       -       4,052       141       145  

Farmland

    2,067       2,065       -       1,189       46       75  

Consumer

    175       175       -       193       9       10  

Other

    -       -       -       -       -       -  
                                                 
      16,972       16,863       -       17,130       571       621  
                                                 

With An Allowance Recorded

                                               

Commercial

    -       -       -       -       -       -  

Agricultural

    -       -       -       -       -       -  

Commercial Construction

    471       471       44       483       3       3  

Residential Construction

    -       -       -       -       -       -  

Commercial Real Estate

    5,800       5,800       1,394       5,478       185       187  

Residential Real Estate

    35       35       20       54       2       2  

Farmland

    366       366       29       368       18       18  

Consumer

    -       -       -       -       -       -  

Other

    -       -       -       -       -       -  
                                                 
      6,672       6,672       1,487       6,383       208       210  
                                                 

Total

                                               

Commercial

    472       472       -       508       13       15  

Agricultural

    444       423       -       375       14       21  

Commercial Construction

    573       573       44       537       6       6  

Residential Construction

    -       -       -       -       -       -  

Commercial Real Estate

    15,558       15,558       1,394       16,237       530       539  

Residential Real Estate

    3,989       3,903       20       4,106       143       147  

Farmland

    2,433       2,431       29       1,557       64       93  

Consumer

    175       175       -       193       9       10  

Other

    -       -       -       -       -       -  
                                                 
    $ 23,644     $ 23,535     $ 1,487     $ 23,513     $ 779     $ 831  

 

24

 

 

PART I (Continued)

Item 1 (Continued) 

 

(3) Loans (Continued)

 

The following table details impaired loan data as of December 31, 2017:

 

December 31, 2017

                                               
   

Unpaid

                                         
   

Contractual

                   

Average

   

Interest

   

Interest

 
   

Principal

   

Impaired

   

Related

   

Recorded

   

Income

   

Income

 
   

Balance

   

Balance

   

Allowance

   

Investment

   

Recognized

   

Collected

 
                                                 

With No Related Allowance Recorded

                                               

Commercial

  $ 599     $ 599     $ -     $ 634     $ 33     $ 34  

Agricultural

    485       398       -       297       11       19  

Commercial Construction

    54       54       -       141       3       4  

Residential Contruction

    -       -               79       -       -  

Commercial Real Estate

    12,637       12,637       -       12,808       560       550  

Residential Real Estate

    4,978       4,580       -       4,566       212       227  

Farmland

    840       839       -       791       54       58  

Consumer

    188       188       -       186       9       9  
                                                 
      19,781       19,295       -       19,502       882       901  
                                                 

With An Allowance Recorded

                                               

Commercial

    -       -       -       -       -       -  

Agricultural

    -       -       -       -       -       -  

Commercial Construction

    493       493       66       241       23       33  

Residential Contruction

    -       -       -       -       -       -  

Commercial Real Estate

    5,729       5,729       1,713       6,599       229       237  

Residential Real Estate

    109       109       27       482       4       7  

Farmland

    371       371       21       376       22       22  

Consumer

    -       -       -       -       -       -  
                                                 
      6,702       6,702       1,827       7,698       278       299  
                                                 

Total

                                               

Commercial

    599       599       -       634       33       34  

Agricultural

    485       398       -       297       11       19  

Commercial Construction

    547       547       66       382       26       37  

Residential Contruction

    -       -       -       79       -       -  

Commercial Real Estate

    18,366       18,366       1,713       19,407       789       787  

Residential Real Estate

    5,087       4,689       27       5,048       216       234  

Farmland

    1,211       1,210       21       1,167       76       80  

Consumer

    188       188       -       186       9       9