10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10-Q

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

For the quarterly period ended September 30, 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: 0-23976

 (Exact name of registrant as specified in its charter)

Virginia	54-1232965
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
112 West King Street, Strasburg, Virginia	22657
(Address of principal executive offices)	(Zip Code)

(540) 465-9121

(Registrant’s telephone number, including area code)

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, par value $1.25 per share	FXNC	The Nasdaq Stock Market LLC

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 (Section 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 the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 8, 2019, 4,968,277 shares of common stock, par value $1.25 per share, of the registrant were outstanding.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of September 30, 2019 (unaudited) and December 31, 2018	3
	Consolidated Statements of Income for the three and nine months ended September 30, 2019 and 2018 (unaudited)	4
	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2019 and 2018 (unaudited)	6
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 and 2018 (unaudited)	7
	Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2019 and 2018 (unaudited)	9
	Notes to Consolidated Financial Statements (unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4.	Controls and Procedures	49
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3.	Defaults Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	51

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

FIRST NATIONAL CORPORATION

Consolidated Balance Sheets

(in thousands, except share and per share data)

	(unaudited)
	September 30,		December 31,
	2019		2018*
Assets
Cash and due from banks	$	11,885	$	13,378
Interest-bearing deposits in banks		18,488		15,240
Securities available for sale, at fair value		114,568		99,857
Securities held to maturity, at amortized cost (fair value, 2019, $18,259; 2018, $42,394)		18,222		43,408
Restricted securities, at cost		1,806		1,688
Loans held for sale		1,098		419
Loans, net of allowance for loan losses, 2019, $4,912; 2018, $5,009		566,341		537,847
Premises and equipment, net		19,946		20,066
Accrued interest receivable		2,053		2,113
Bank owned life insurance		17,324		13,991
Core deposit intangibles, net		231		472
Other assets		5,231		4,490
Total assets	$	777,193	$	752,969
Liabilities and Shareholders’ Equity
Liabilities
Deposits:
Noninterest-bearing demand deposits	$	189,797	$	181,964
Savings and interest-bearing demand deposits		376,047		369,383
Time deposits		119,777		119,219
Total deposits	$	685,621	$	670,566
Subordinated debt		4,978		4,965
Junior subordinated debt		9,279		9,279
Accrued interest payable and other liabilities		1,999		1,485
Total liabilities	$	701,877	$	686,295
Shareholders’ Equity
Preferred stock, par value $1.25 per share; authorized 1,000,000 shares; none issued and outstanding	$	—	$	—
Common stock, par value $1.25 per share; authorized 8,000,000 shares; issued and outstanding, 2019, 4,968,277 shares; 2018, 4,957,694 shares		6,210		6,197
Surplus		7,648		7,471
Retained earnings		60,314		54,814
Accumulated other comprehensive income (loss), net		1,144		(1,808	)
Total shareholders’ equity	$	75,316	$	66,674
Total liabilities and shareholders’ equity	$	777,193	$	752,969

*Derived from audited consolidated financial statements.

See Notes to Consolidated Financial Statements

3

FIRST NATIONAL CORPORATION

Consolidated Statements of Income (Unaudited)

(in thousands, except per share data)

	Three Months Ended					Nine Months Ended
	September 30,			September 30,		September 30,		September 30,
	2019			2018		2019		2018
Interest and Dividend Income
Interest and fees on loans	$	7,429		$	6,917	$	21,625	$	19,768
Interest on deposits in banks		97			88		340		434
Interest and dividends on securities:
Taxable interest		645			797		2,078		2,253
Tax-exempt interest		157			156		472		457
Dividends		26			23		76		67
Total interest and dividend income	$	8,354		$	7,981	$	24,591	$	22,979
Interest Expense
Interest on deposits	$	1,089		$	702	$	3,062	$	1,957
Interest on federal funds purchased		1			—		1		—
Interest on subordinated debt		90			91		269		269
Interest on junior subordinated debt		103			105		322		292
Interest on other borrowings		—			—		2		—
Total interest expense	$	1,283		$	898	$	3,656	$	2,518
Net interest income	$	7,071		$	7,083	$	20,935	$	20,461
Provision for loan losses		—			—		200		100
Net interest income after provision for loan losses	$	7,071		$	7,083	$	20,735	$	20,361
Noninterest Income
Service charges on deposit accounts	$	757		$	818	$	2,173	$	2,364
ATM and check card fees		586			540		1,676		1,614
Wealth management fees		477			423		1,372		1,239
Fees for other customer services		177			143		505		447
Income from bank owned life insurance		131			107		333		743
Net gains on sale of loans		34			39		81		63
Other operating income		29			108		71		408
Total noninterest income	$	2,191		$	2,178	$	6,211	$	6,878
Noninterest Expense
Salaries and employee benefits	$	3,556		$	3,371	$	10,374	$	9,981
Occupancy		398			387		1,237		1,174
Equipment		410			396		1,239		1,239
Marketing		143			123		523		393
Supplies		86			75		250		243
Legal and professional fees		231			229		775		643
ATM and check card expense		225			217		666		631
FDIC assessment		(6	)		78		98		226
Bank franchise tax		136			118		402		351
Telecommunications expense		82			83		244		217
Data processing expense		174			168		526		500
Postage expense		43			42		135		145
Amortization expense		71			108		241		359
Other real estate owned expense (income), net		—			2		—		(20	)
Net losses on disposal of premises and equipment		—			2		—		2
Other operating expense		637			551		1,804		1,596
Total noninterest expense	$	6,186		$	5,950	$	18,514	$	17,680

See Notes to Consolidated Financial Statements

4

FIRST NATIONAL CORPORATION

Consolidated Statements of Income (Unaudited)

(Continued)

(in thousands, except per share data)

	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2019		2018		2019		2018
Income before income taxes	$	3,076	$	3,311	$	8,432	$	9,559
Income tax expense		583		635		1,592		1,745
Net income	$	2,493	$	2,676	$	6,840	$	7,814
Earnings per common share
Basic	$	0.50	$	0.54	$	1.38	$	1.58
Diluted	$	0.50	$	0.54	$	1.38	$	1.58

See Notes to Consolidated Financial Statements

5

FIRST NATIONAL CORPORATION

Consolidated Statements of Comprehensive Income (Unaudited)

(in thousands)

	Three Months Ended					Nine Months Ended
	September 30,		September 30,			September 30,			September 30,
	2019		2018			2019			2018
Net income	$	2,493	$	2,676		$	6,840		$	7,814
Other comprehensive income (loss), net of tax,
Unrealized holding gains (losses) on available for sale securities, net of tax $99 and ($139) for the three months and $875 and ($443) for the nine months ended September 30, 2019 and 2018, respectively		375		(521	)		3,292			(1,667	)
Unrealized holding losses on securities transferred from held to maturity to available for sale, net of tax $0 and $0 for the three months and ($91) and $0 for the nine months ended September 30, 2019 and 2018, respectively		—		—			(340	)		—
Pension liability adjustment, net of tax $0 and $0 for the three months and $0 and ($27) for the nine months ended September 30, 2019 and 2018, respectively		—		—			—			(99	)
Total other comprehensive income (loss)		375		(521	)		2,952			(1,766	)
Total comprehensive income	$	2,868	$	2,155		$	9,792		$	6,048

See Notes to Consolidated Financial Statements

6

FIRST NATIONAL CORPORATION

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Nine Months Ended
	September 30,			September 30,
	2019			2018
Cash Flows from Operating Activities
Net income	$	6,840		$	7,814
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment		1,003			1,006
Amortization of core deposit intangibles		241			359
Amortization of debt issuance costs		13			13
Origination of loans held for sale		(7,497	)		(3,804	)
Proceeds from sale of loans held for sale		6,899			3,789
Net gains on sales of loans held for sale		(81	)		(63	)
Provision for loan losses		200			100
Net gains on sale of other real estate owned		—			(22	)
Increase in cash value of bank owned life insurance		(333	)		(274	)
Accretion of discounts and amortization of premiums on securities, net		447			420
Accretion of premium on time deposits		(46	)		(64	)
Stock-based compensation		159			170
Excess tax benefits on stock-based compensation		(2	)		(7	)
Losses on disposal of premises and equipment		—			2
Deferred income tax (benefit) expense		(97	)		72
Changes in assets and liabilities:
Decrease (increase) in interest receivable		60			(222	)
(Increase) decrease in other assets		(1,122	)		1,384
Increase (decrease) in accrued expenses and other liabilities		210			(390	)
Net cash provided by operating activities	$	6,894		$	10,283
Cash Flows from Investing Activities
Proceeds from maturities, calls, and principal payments of securities available for sale	$	14,431		$	11,264
Proceeds from maturities, calls, and principal payments of securities held to maturity		1,669			3,828
Purchases of securities available for sale		(2,336	)		(27,146	)
Net purchase of restricted securities		(118	)		(20	)
Purchase of premises and equipment		(883	)		(689	)
Proceeds from sale of premises and equipment		—			15
Proceeds from sale of other real estate owned		—			416
Purchase of bank owned life insurance		(3,000	)		—
Proceeds from cash value of bank owned life insurance		—			347
Net increase in loans		(28,694	)		(18,313	)
Net cash used in investing activities	$	(18,931	)	$	(30,298	)

See Notes to Consolidated Financial Statements

7

FIRST NATIONAL CORPORATION

Consolidated Statements of Cash Flows (Unaudited)

(Continued)

(in thousands)

	Nine Months Ended
	September 30,			September 30,
	2019			2018
Cash Flows from Financing Activities
Net increase in demand deposits and savings accounts	$	14,497		$	4,952
Net increase (decrease) in time deposits		604			(2,764	)
Cash dividends paid on common stock, net of reinvestment		(1,257	)		(697	)
Repurchase of common stock, stock incentive plan		(20	)		(24	)
Repurchase of common stock, employee stock ownership plan		(32	)		—
Net cash provided by financing activities	$	13,792		$	1,467
Increase (decrease) in cash and cash equivalents	$	1,755		$	(18,548	)
Cash and Cash Equivalents
Beginning	$	28,618		$	39,986
Ending	$	30,373		$	21,438
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest	$	3,658		$	2,557
Income taxes	$	1,576		$	709
Supplemental Disclosures of Noncash Investing and Financing Activities
Unrealized gains (losses) on securities available for sale	$	4,167		$	(2,110	)
Unrealized losses on securities transferred from held to maturity to available for sale	$	(431	)	$	—
Fair value of securities transferred from held to maturity to available for sale	$	23,036		$	—
Change in pension liability	$	—		$	(126	)
Transfer from loans to other real estate owned	$	—		$	68
Issuance of common stock, dividend reinvestment plan	$	83		$	46

See Notes to Consolidated Financial Statements

8

FIRST NATIONAL CORPORATION

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

(in thousands, except share and per share data)

	Common Stock		Surplus			Retained Earnings			Accumulated Other Comprehensive Loss			Total
Balance, June 30, 2018	$	6,192	$	7,346		$	50,313		$	(2,203	)	$	61,648
Net income		—		—			2,676			—			2,676
Other comprehensive loss		—		—			—			(521	)		(521	)
Cash dividends on common stock ($0.05 per share)		—		—			(248	)		—			(248	)
Stock-based compensation		—		81			—			—			81
Issuance of 719 shares common stock, dividend reinvestment plan		1		14			—			—			15
Issuance of 2,850 shares common stock, stock incentive plan		3		(3	)		—			—			—
Balance, September 30, 2018	$	6,196	$	7,438		$	52,741		$	(2,724	)	$	63,651

	Common Stock			Surplus			Retained Earnings			Accumulated Other Comprehensive Income		Total
Balance, June 30, 2019	$	6,206		$	7,566		$	58,268		$	769	$	72,809
Net income		—			—			2,493			—		2,493
Other comprehensive income		—			—			—			375		375
Cash dividends on common stock ($0.09 per share)		—			—			(447	)		—		(447	)
Stock-based compensation		—			91			—			—		91
Issuance of 1,498 shares common stock, dividend reinvestment plan		1			26			—			—		27
Issuance of 3,500 shares common stock, stock incentive plan		5			(5	)		—			—		—
Repurchase of 1,545 shares of common stock, employee stock ownership plan		(2	)		(30	)		—			—		(32	)
Balance, September 30, 2019	$	6,210		$	7,648		$	60,314		$	1,144	$	75,316

	Common Stock			Surplus			Retained Earnings			Accumulated Other Comprehensive Loss			Total
Balance, December 31, 2017	$	6,182		$	7,260		$	45,670		$	(958	)	$	58,154
Net income		—			—			7,814			—			7,814
Other comprehensive loss		—			—			—			(1,766	)		(1,766	)
Cash dividends on common stock ($0.15 per share)		—			—			(743	)		—			(743	)
Stock-based compensation		—			170			—			—			170
Issuance of 2,351 shares common stock, dividend reinvestment plan		3			43			—			—			46
Issuance of 10,189 shares common stock, stock incentive plan		12			(12	)		—			—			—
Repurchase of 1,317 shares of common stock, stock incentive plan		(1	)		(23	)		—			—			(24	)
Balance, September 30, 2018	$	6,196		$	7,438		$	52,741		$	(2,724	)	$	63,651

	Common Stock			Surplus			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance, December 31, 2018	$	6,197		$	7,471		$	54,814		$	(1,808	)	$	66,674
Net income		—			—			6,840			—			6,840
Other comprehensive income		—			—			—			2,952			2,952
Cash dividends on common stock ($0.27 per share)		—			—			(1,340	)		—			(1,340	)
Stock-based compensation		—			159			—			—			159
Issuance of 4,232 shares common stock, dividend reinvestment plan		5			78			—			—			83
Issuance of 8,902 shares common stock, stock incentive plan		12			(12	)		—			—			—
Repurchase of 1,006 shares of common stock, stock incentive plan		(2	)		(18	)		—			—			(20	)
Repurchase of 1,545 shares of common stock, employee stock ownership plan		(2	)		(30	)		—			—			(32	)
Balance, September 30, 2019	$	6,210		$	7,648		$	60,314		$	1,144		$	75,316

See Notes to Consolidated Financial Statements

9

FIRST NATIONAL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

Note 1. General

The accompanying unaudited consolidated financial statements of First National Corporation (the Company) and its subsidiary, First Bank (the Bank), have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP. All significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments and reclassifications of a normal and recurring nature considered necessary to present fairly the financial positions at September 30, 2019 and December 31, 2018, the statements of income and comprehensive income for the three and nine months ended September 30, 2019 and 2018, the cash flows for the nine months ended September 30, 2019 and 2018, and the changes in shareholders’ equity for the three and nine months ended September 30, 2019 and 2018. The statements should be read in conjunction with the consolidated financial statements and related notes included in the Annual Report on Form 10-K for the year ended December 31, 2018. 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.

Adoption of New Accounting Standards

On January 1, 2019, the Company adopted ASU No. 2016-02, “Leases (Topic 842).” Among other things, in the amendments in ASU 2016-02, lessees are required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach does not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The FASB made subsequent amendments to Topic 842 through ASU 2018-10 (“Codification Improvements to Topic 842, Leases.”) and ASU 2018-11 (“Leases (Topic 842): Targeted Improvements.”) Among these amendments is the provision in ASU 2018-11 that provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic 840, Leases). The adoption of this standard did not have a material effect on the Company's consolidated financial statements. For further information about the Company's leases, see Note 16.

On January 1, 2019, the Company adopted ASU No. 2017-08, "Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities.” The amendments in ASU 2017-08 shorten the amortization period for certain callable debt securities purchased at a premium. Under the new guidance, premiums on these qualifying callable debt securities are amortized to the earliest call date. Discounts on purchased debt securities continue to be accreted to maturity. The adoption of this standard did not have a material effect on the Company's consolidated financial statements and no cumulative effect adjustment was recorded.

On January 1, 2019, the Company adopted ASU No. 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities." The amendments in ASU 2017-12 modify the designation and measurement guidance for hedge accounting as well as provide for increased transparency regarding the presentation of economic results on both the financial statements and related footnotes. Certain aspects of hedge effectiveness assessments were simplified upon implementation of this update. The new guidance also provides for a reclassification of certain debt securities from held to maturity to available for sale if the security is eligible to be hedged using the last-of-layer method. Any unrealized gain or loss existing at the time of transfer is recorded in accumulated comprehensive income or loss. As a permitted activity, the reclassification of securities will not taint future held to maturity classification so long as the securities transferred are eligible to be hedged under the last-of-layer method. Accordingly, on January 1, 2019, the Company reclassified eligible held to maturity securities with amortized costs totaling $23.4 million as available for sale. The unrealized loss associated with the reclassified securities totaled $431 thousand and was included in the Company's accumulated other comprehensive income (loss) on the date of reclassification.

10

Notes to Consolidated Financial Statements (Unaudited)

Recent Accounting Pronouncements

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 the FASB’s October 16, 2019 meeting, the Board affirmed its decision to amend the effective date of this ASU for many companies. Public business entities that are SEC filers, excluding those meeting the smaller reporting company definition, will retain the initial required implementation date of fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. All other entities, including the Company, will be required to apply the guidance for fiscal years, and interim periods within those years, beginning after December 15, 2022. The Company is currently assessing the impact that ASU 2016-13 will have on its consolidated financial statements. The Company has formed a committee to address the compliance requirements of this ASU, which has analyzed gathered data, defined loan pools and segments, and selected methods for applying the concepts included in this ASU. The Company is in the process of testing selected models, building policy and processing documentation, modeling the impact of the ASU on the capital and strategic plans, performing model validation, and finalizing policies and procedures. This guidance may result in material changes in the Company's accounting for credit losses of financial instruments.

11

Notes to Consolidated Financial Statements (Unaudited)

Note 2. Securities

The Company invests in U.S. agency and mortgage-backed securities, obligations of state and political subdivisions, and corporate debt securities. Amortized costs and fair values of securities at September 30, 2019 and December 31, 2018 were as follows (in thousands):

	September 30, 2019
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Securities available for sale:
U.S. agency and mortgage-backed securities	$	87,004	$	1,112	$	(184	)	$	87,932
Obligations of states and political subdivisions		26,118		519		(1	)		26,636
Total securities available for sale	$	113,122	$	1,631	$	(185	)	$	114,568
Securities held to maturity:
U.S. agency and mortgage-backed securities	$	13,119	$	21	$	(71	)	$	13,069
Obligations of states and political subdivisions		3,603		67		—			3,670
Corporate debt securities		1,500		20		—			1,520
Total securities held to maturity	$	18,222	$	108	$	(71	)	$	18,259
Total securities	$	131,344	$	1,739	$	(256	)	$	132,827

	December 31, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Securities available for sale:
U.S. agency and mortgage-backed securities	$	86,944	$	44	$	(2,066	)	$	84,922
Obligations of states and political subdivisions		15,203		31		(299	)		14,935
Total securities available for sale	$	102,147	$	75	$	(2,365	)	$	99,857
Securities held to maturity:
U.S. agency and mortgage-backed securities	$	27,420	$	—	$	(869	)	$	26,551
Obligations of states and political subdivisions		14,488		20		(174	)		14,334
Corporate debt securities		1,500		9		—			1,509
Total securities held to maturity	$	43,408	$	29	$	(1,043	)	$	42,394
Total securities	$	145,555	$	104	$	(3,408	)	$	142,251

12

Notes to Consolidated Financial Statements (Unaudited)

At September 30, 2019 and December 31, 2018, investments in an unrealized loss position that were temporarily impaired were as follows (in thousands):

	September 30, 2019
	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)
Securities available for sale:
U.S. agency and mortgage-backed securities	$	13,786	$	(45	)	$	14,185	$	(139	)	$	27,971	$	(184	)
Obligations of states and political subdivisions		230		(1	)		—		—			230		(1	)
Total securities available for sale	$	14,016	$	(46	)	$	14,185	$	(139	)	$	28,201	$	(185	)
Securities held to maturity:
U.S. agency and mortgage-backed securities	$	—	$	—		$	7,692	$	(71	)	$	7,692	$	(71	)
Total securities held to maturity	$	—	$	—		$	7,692	$	(71	)	$	7,692	$	(71	)
Total securities	$	14,016	$	(46	)	$	21,877	$	(210	)	$	35,893	$	(256	)

	December 31, 2018
	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)
Securities available for sale:
U.S. agency and mortgage-backed securities	$	26,350	$	(215	)	$	49,652	$	(1,851	)	$	76,002	$	(2,066	)
Obligations of states and political subdivisions		3,761		(25	)		5,127		(274	)		8,888		(299	)
Total securities available for sale	$	30,111	$	(240	)	$	54,779	$	(2,125	)	$	84,890	$	(2,365	)
Securities held to maturity:
U.S. agency and mortgage-backed securities	$	—	$	—		$	26,551	$	(869	)	$	26,551	$	(869	)
Obligations of states and political subdivisions		5,326		(37	)		6,115		(137	)		11,441		(174	)
Total securities held to maturity	$	5,326	$	(37	)	$	32,666	$	(1,006	)	$	37,992	$	(1,043	)
Total securities	$	35,437	$	(277	)	$	87,445	$	(3,131	)	$	122,882	$	(3,408	)

The tables above provide information about securities that have been in an unrealized loss position for less than twelve consecutive months and securities that have been in an unrealized loss position for twelve consecutive months or more. 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. Impairment is considered to be other-than-temporary if the Company (1) intends to sell the security, (2) more likely than not will be required to sell the security before recovering its cost, or (3) does not expect to recover the security’s entire amortized cost basis. Presently, the Company does not intend to sell any of these securities, does not expect to be required to sell these securities, and expects to recover the entire amortized cost of all the securities.

13

Notes to Consolidated Financial Statements (Unaudited)

At September 30, 2019, there were thirty-three out of ninety U.S. agency and mortgage-backed securities and one out of eighty-one obligations of states and political subdivisions in an unrealized loss position. One hundred percent of the Company’s investment portfolio is considered investment grade. The weighted-average re-pricing term of the portfolio was 3.5 years at September 30, 2019. At December 31, 2018, there were eighty-three out of ninety U.S. agency and mortgage-backed securities and fifty-six out of eighty-two obligations of states and political subdivisions in an unrealized loss position. One hundred percent of the Company’s investment portfolio was considered investment grade at December 31, 2018. The weighted-average re-pricing term of the portfolio was 4.6 years at December 31, 2018. The unrealized losses at September 30, 2019 in the U.S. agency and mortgage-backed securities portfolio and the obligations of states and political subdivisions portfolio were related to changes in market interest rates and not credit concerns of the issuers.

The amortized cost and fair value of securities at September 30, 2019 by contractual maturity are shown below (in thousands). Expected maturities of mortgage-backed securities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.

	Available for Sale				Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due within one year	$	2,034	$	2,042	$	437	$	437
Due after one year through five years		7,732		7,768		4,741		4,795
Due after five years through ten years		29,875		30,591		3,415		3,445
Due after ten years		73,481		74,167		9,629		9,582
	$	113,122	$	114,568	$	18,222	$	18,259

On January 1, 2019, the Company adopted ASU No. 2017-12 and reclassified eligible securities with a fair value of $23.0 million from the held to maturity portfolio to the available for sale portfolio. The unrealized loss associated with the reclassified securities totaled $431 thousand on the date of reclassification. The securities were reclassified to provide the Company with opportunities to maximize asset utilization.

Federal Home Loan Bank, Federal Reserve Bank, and Community Bankers’ Bank stock are generally viewed as long-term investments and as restricted securities, which are carried at cost, because there is a minimal market for the stock. Therefore, when evaluating restricted securities for impairment, their value is based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value. The Company does not consider these investments to be other-than-temporarily impaired at September 30, 2019, and no impairment has been recognized.

The composition of restricted securities at September 30, 2019 and December 31, 2018 was as follows (in thousands):

	September 30, 2019		December 31, 2018
Federal Home Loan Bank stock	$	776	$	763
Federal Reserve Bank stock		980		875
Community Bankers’ Bank stock		50		50
	$	1,806	$	1,688

14

Notes to Consolidated Financial Statements (Unaudited)

Note 3. Loans

Loans at September 30, 2019 and December 31, 2018 are summarized as follows (in thousands):

	September 30, 2019			December 31, 2018
Real estate loans:
Construction and land development	$	45,193		$	45,867
Secured by 1-4 family residential		226,828			215,945
Other real estate loans		233,067			219,553
Commercial and industrial loans		50,557			44,605
Consumer and other loans		15,608			16,886
Total loans	$	571,253		$	542,856
Allowance for loan losses		(4,912	)		(5,009	)
Loans, net	$	566,341		$	537,847

Net deferred loan fees included in the above loan categories were $288 thousand and $274 thousand at September 30, 2019 and December 31, 2018, respectively. Consumer and other loans included $263 thousand and $275 thousand of demand deposit overdrafts at September 30, 2019 and December 31, 2018, respectively.

Risk characteristics of each loan portfolio class that are considered by the Company include:

• 1-4 family residential mortgage loans carry risks associated with the continued creditworthiness of the borrower and changes in the value of the collateral.

• Real estate construction and land development loans carry risks that the project may not be finished according to schedule, the project may not be finished according to budget, and the value of the collateral may, at any point in time, be less than the principal amount of the loan. Construction loans also bear the risk that the general contractor, who may or may not be a loan customer, may be unable to finish the construction project as planned because of financial pressure or other factors unrelated to the project.

• Other real estate loans carry risks associated with the successful operation of a business or a real estate project, in addition to other risks associated with the ownership of real estate, because repayment of these loans may be dependent upon the profitability and cash flows of the business or project.

• Commercial and industrial loans carry risks associated with the successful operation of a business because repayment of these loans may be dependent upon the profitability and cash flows of the business. In addition, there is risk associated with the value of collateral other than real estate which may depreciate over time and cannot be appraised with as much reliability.

• Consumer and other loans carry risk associated with the continued creditworthiness of the borrower and the value of the collateral, if any. These loans are typically either unsecured or secured by rapidly depreciating assets such as automobiles. They are also likely to be immediately and adversely affected by job loss, divorce, illness, personal bankruptcy, or other changes in circumstances. Consumer and other loans also include purchased consumer loans which could have been originated outside of the Company's market area.

15

Notes to Consolidated Financial Statements (Unaudited)

The following tables provide a summary of loan classes and an aging of past due loans as of September 30, 2019 and December 31, 2018 (in thousands):

	September 30, 2019
	30-59 Days Past Due		60-89 Days Past Due		> 90 Days Past Due		Total Past Due		Current		Total Loans		Non-accrual Loans		90 Days or More Past Due and Accruing
Real estate loans:
Construction and land development	$	50	$	—	$	—	$	50	$	45,143	$	45,193	$	376	$	—
Secured by 1-4 family residential		612		253		156		1,021		225,807		226,828		690		67
Other real estate loans		49		—		425		474		232,593		233,067		500		—
Commercial and industrial		46		—		—		46		50,511		50,557		—		—
Consumer and other loans		62		25		46		133		15,475		15,608		—		46
Total	$	819	$	278	$	627	$	1,724	$	569,529	$	571,253	$	1,566	$	113

	December 31, 2018
	30-59 Days Past Due		60-89 Days Past Due		> 90 Days Past Due		Total Past Due		Current		Total Loans		Non-accrual Loans		90 Days or More Past Due and Accruing
Real estate loans:
Construction and land development	$	88	$	80	$	—	$	168	$	45,699	$	45,867	$	327	$	—
Secured by 1-4 family residential		747		393		423		1,563		214,382		215,945		663		—
Other real estate loans		145		36		2,207		2,388		217,165		219,553		1,985		222
Commercial and industrial		—		25		210		235		44,370		44,605		197		13
Consumer and other loans		90		—		—		90		16,796		16,886		—		—
Total	$	1,070	$	534	$	2,840	$	4,444	$	538,412	$	542,856	$	3,172	$	235

Credit Quality Indicators

As part of the ongoing monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to the risk grading of specified classes of loans. The Company utilizes a risk grading matrix to assign a rating to each of its loans. The loan ratings are summarized into the following categories: pass, special mention, substandard, doubtful and loss. Pass rated loans include all risk rated credits other than those included in special mention, substandard or doubtful. Loans classified as loss are charged-off. Loan officers assign risk grades to loans at origination and as renewals arise. The Bank’s Credit Administration department reviews risk grades for accuracy on a quarterly basis and as credit issues arise. In addition, a certain amount of loans are reviewed each year through the Company’s internal and external loan review process. A description of the general characteristics of the loan grading categories is as follows:

Pass – Loans classified as pass exhibit acceptable operating trends, balance sheet trends, and liquidity. Sufficient cash flow exists to service the loan. All obligations have been paid by the borrower as agreed.

Special Mention – Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the Bank’s credit position at some future date.

16

Notes to Consolidated Financial Statements (Unaudited)

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

Doubtful – Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The Company considers all doubtful loans to be impaired and places the loan on non-accrual status.

Loss – Loans classified as loss are considered uncollectable and of such little value that their continuance as bankable assets is not warranted.

The following tables provide an analysis of the credit risk profile of each loan class as of September 30, 2019 and December 31, 2018 (in thousands):

	September 30, 2019
	Pass		Special Mention		Substandard		Doubtful		Total
Real estate loans:
Construction and land development	$	44,575	$	79	$	539	$	—	$	45,193
Secured by 1-4 family residential		225,349		529		950		—		226,828
Other real estate loans		229,377		837		2,853		—		233,067
Commercial and industrial		49,562		13		982		—		50,557
Consumer and other loans		15,608		—		—		—		15,608
Total	$	564,471	$	1,458	$	5,324	$	—	$	571,253

	December 31, 2018
	Pass		Special Mention		Substandard		Doubtful		Total
Real estate loans:
Construction and land development	$	45,054	$	235	$	578	$	—	$	45,867
Secured by 1-4 family residential		214,089		924		932		—		215,945
Other real estate loans		213,681		900		4,972		—		219,553
Commercial and industrial		44,373		19		213		—		44,605
Consumer and other loans		16,886		—		—		—		16,886
Total	$	534,083	$	2,078	$	6,695	$	—	$	542,856

17

Notes to Consolidated Financial Statements (Unaudited)

Note 4. Allowance for Loan Losses

The following tables present, as of September 30, 2019, December 31, 2018 and September 30, 2018, the total allowance for loan losses, the allowance by impairment methodology, and loans by impairment methodology (in thousands):

	September 30, 2019
	Construction and Land Development			Secured by 1-4 Family Residential			Other Real Estate		Commercial and Industrial			Consumer and Other Loans			Total
Allowance for loan losses:
Beginning Balance, December 31, 2018	$	561		$	895		$	2,160	$	464		$	929		$	5,009
Charge-offs		—			(58	)		—		(2	)		(543	)		(603	)
Recoveries		50			8			—		6			242			306
Provision for (recovery of) loan losses		(119	)		(71	)		166		98			126			200
Ending Balance, September 30, 2019	$	492		$	774		$	2,326	$	566		$	754		$	4,912
Ending Balance:
Individually evaluated for impairment		31			16			27		—			—			74
Collectively evaluated for impairment		461			758			2,299		566			754			4,838
Loans:
Ending Balance	$	45,193		$	226,828		$	233,067	$	50,557		$	15,608		$	571,253
Individually evaluated for impairment		376			690			500		—			—			1,566
Collectively evaluated for impairment		44,817			226,138			232,567		50,557			15,608			569,687

	December 31, 2018
	Construction and Land Development		Secured by 1-4 Family Residential			Other Real Estate			Commercial and Industrial			Consumer and Other Loans			Total
Allowance for loan losses:
Beginning Balance, At December 31, 2017	$	414	$	775		$	2,948		$	418		$	771		$	5,326
Charge-offs		—		(55	)		—			(10	)		(1,104	)		(1,169	)
Recoveries		—		13			5			8			226			252
Provision for (recovery of) loan losses		147		162			(793	)		48			1,036			600
Ending Balance, December 31, 2018	$	561	$	895		$	2,160		$	464		$	929		$	5,009
Ending Balance:
Individually evaluated for impairment		71		172			—			—			—			243
Collectively evaluated for impairment		490		723			2,160			464			929			4,766
Loans:
Ending Balance	$	45,867	$	215,945		$	219,553		$	44,605		$	16,886		$	542,856
Individually evaluated for impairment		327		663			2,249			197			—			3,436
Collectively evaluated for impairment		45,540		215,282			217,304			44,408			16,886			539,420

18

Notes to Consolidated Financial Statements (Unaudited)

	September 30, 2018
	Construction and Land Development		Secured by 1-4 Family Residential			Other Real Estate			Commercial and Industrial			Consumer and Other Loans			Total
Allowance for loan losses:
Beginning Balance, At December 31, 2017	$	414	$	775		$	2,948		$	418		$	771		$	5,326
Charge-offs		—		(56	)		—			(8	)		(731	)		(795	)
Recoveries		—		11			1			6			152			170
Provision for (recovery of) loan losses		128		(5	)		(677	)		26			628			100
Ending Balance, September 30, 2018	$	542	$	725		$	2,272		$	442		$	820		$	4,801
Ending Balance:
Individually evaluated for impairment		87		20			—			—			—			107
Collectively evaluated for impairment		455		705			2,272			442			820			4,694
Loans:
Ending Balance	$	42,982	$	211,938		$	224,903		$	42,861		$	17,137		$	539,821
Individually evaluated for impairment		343		438			2,029			197			—			3,007
Collectively evaluated for impairment		42,639		211,500			222,874			42,664			17,137			536,814

19

Notes to Consolidated Financial Statements (Unaudited)

Impaired loans and the related allowance at September 30, 2019, December 31, 2018 and September 30, 2018, were as follows (in thousands):

	September 30, 2019
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
Real estate loans:
Construction and land development	$	403	$	—	$	376	$	376	$	31	$	368	$	1
Secured by 1-4 family		781		543		147		690		16		800		1
Other real estate loans		515		473		27		500		27		858		3
Commercial and industrial		—		—		—		—		—		30		—
Total	$	1,699	$	1,016	$	550	$	1,566	$	74	$	2,056	$	5

	December 31, 2018
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
Real estate loans:
Construction and land development	$	336	$	—	$	327	$	327	$	71	$	758	$	12
Secured by 1-4 family		720		356		307		663		172		966		22
Other real estate loans		2,290		2,249		—		2,249		—		1,585		51
Commercial and industrial		200		197		—		197		—		146		—
Total	$	3,546	$	2,802	$	634	$	3,436	$	243	$	3,455	$	85

	September 30, 2018
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
Real estate loans:
Construction and land development	$	343	$	—	$	343	$	343	$	87	$	900	$	12
Secured by 1-4 family		511		287		151		438		20		1,172		5
Other real estate loans		2,069		2,029		—		2,029		—		1,433		37
Commercial and industrial		200		197		—		197		—		129		—
Total	$	3,123	$	2,513	$	494	$	3,007	$	107	$	3,634	$	54

The “Recorded Investment” amounts in the table above represent the outstanding principal balance on each loan represented in the table. The “Unpaid Principal Balance” represents the outstanding principal balance on each loan represented in the table plus any amounts that have been charged off on each loan and/or payments that have been applied towards principal on non-accrual loans. Only loan classes with balances are included in the tables above.

As of September 30, 2019, loans classified as troubled debt restructurings (TDRs) and included in impaired loans in the disclosure above totaled $371 thousand. At September 30, 2019, none of the loans classified as TDRs were performing under the restructured terms and all were considered non-performing assets. There were $467 thousand in TDRs at December 31, 2018, $264 thousand of which were performing under the restructured terms. Modified terms under TDRs may include rate reductions, extension of terms that are considered to be below market, conversion to interest only, and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. There were no loans modified under TDRs during the three months ended September 30, 2019. There was one loan secured by 1-4 family residential real estate modified as a TDR during the nine months ended September 30, 2019 because the loan was extended with terms considered to be below market. The TDR described above did not have an impact on the allowance for loan losses at September 30, 2019. There was one loan secured by 1-4 family residential real estate modified as a TDR during the three and nine months ended September 30, 2018 because the loan was renewed with an interest rate considered to be below the market rate. The loan modified as a TDR during 2018 increased the allowance for loan losses by $19 thousand at September 30, 2018.

20

Notes to Consolidated Financial Statements (Unaudited)

For the three and nine months ended September 30, 2019 and 2018, there were no TDRs that subsequently defaulted within twelve months of the loan modification. Management defines default as over ninety days past due or the foreclosure and repossession of the collateral or charge-off of the loan during the twelve month period subsequent to the modification.

Note 5. Other Real Estate Owned (OREO)

Changes in the balance for OREO are as follows (in thousands):

	Nine Months Ended		Year Ended
	September 30, 2019		December 31, 2018
Balance at the beginning of year, gross	$	—	$	326
Transfers in		—		68
Sales proceeds		—		(416	)
Gain on disposition		—		22
Balance at the end of period, gross	$	—	$	—
Less: valuation allowance		—		—
Balance at the end of period, net	$	—	$	—

There were no residential real estate properties included in the ending OREO balances above at September 30, 2019 and December 31, 2018. The Bank did not have any consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process as of September 30, 2019.

The Bank did not have any expenses applicable to OREO for the nine months ended September 30, 2019. Net expenses applicable to OREO, other than the provision for losses, were $2 thousand for the nine months ended September 30, 2018 and the year ended December 31, 2018.

Note 6. Other Borrowings

The Company had an unsecured line of credit totaling $5.0 million with a non-affiliated bank at September 30, 2019. There were no borrowings outstanding on the line of credit at September 30, 2019. The interest rate on the line of credit floats at Wall Street Journal Prime Rate plus 0.25% and matures on March 28, 2025.

The Bank had unused lines of credit totaling $212.4 million and $128.5 million available with non-affiliated banks at September 30, 2019 and December 31, 2018, respectively. These amounts primarily consist of a blanket floating lien agreement with the Federal Home Loan Bank of Atlanta (FHLB) in which the Bank can borrow up to 19% of its total assets. The unused line of credit with FHLB totaled $138.9 million at September 30, 2019. The Bank had collateral pledged on the borrowing line at September 30, 2019 and December 31, 2018 including real estate loans totaling $187.0 million and $110.8 million, respectively, and Federal Home Loan Bank stock with a book value of $776 thousand and $763 thousand, respectively. The Bank did not have borrowings from the FHLB at September 30, 2019 and December 31, 2018.

21

Notes to Consolidated Financial Statements (Unaudited)

Note 7. Capital Requirements

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

The final rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (Basel III rules) became effective January 1, 2015, with full compliance of all the requirements phased in over a multi-year schedule, and became fully phased in January 1, 2019. As part of the new requirements, the common equity Tier 1 capital ratio is calculated and utilized in the assessment of capital for all institutions. The final rules also established a “capital conservation buffer” above the new regulatory minimum capital requirements. The capital conservation buffer has been phased-in over four years, which began on January 1, 2016 and was fully implemented on January 1, 2019.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total (as defined in the regulations), Tier 1 (as defined), and common equity Tier 1 capital (as defined) to risk-weighted assets (as defined), and of Tier 1 capital to average assets. Management believes, as of September 30, 2019 and December 31, 2018, that the Bank met all capital adequacy requirements to which it is subject.

As of September 30, 2019, the most recent notification from the Federal Reserve Bank categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum risk-based capital and leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Bank’s category.

A comparison of the capital of the Bank at September 30, 2019 and December 31, 2018 with the minimum regulatory guidelines were as follows (dollars in thousands):

	Actual					Minimum Capital Requirement					Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
September 30, 2019
Total Capital (to Risk-Weighted Assets)	$	83,591		14.57	%	$	45,903		8.00	%	$	57,379		10.00	%
Tier 1 Capital (to Risk-Weighted Assets)	$	78,679		13.71	%	$	34,428		6.00	%	$	45,903		8.00	%
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	78,679		13.71	%	$	25,821		4.50	%	$	37,296		6.50	%
Tier 1 Capital (to Average Assets)	$	78,679		10.09	%	$	31,205		4.00	%	$	39,006		5.00	%
December 31, 2018
Total Capital (to Risk-Weighted Assets)	$	74,697		13.62	%	$	43,859		8.00	%	$	54,824		10.00	%
Tier 1 Capital (to Risk-Weighted Assets)	$	69,688		12.71	%	$	32,894		6.00	%	$	43,859		8.00	%
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	69,688		12.71	%	$	24,671		4.50	%	$	35,635		6.50	%
Tier 1 Capital (to Average Assets)	$	69,688		9.26	%	$	30,100		4.00	%	$	37,625		5.00	%

In addition to the regulatory minimum risk-based capital amounts presented above, the Bank must maintain a capital conservation buffer as required by the Basel III final rules. The buffer began applying to the Bank on January 1, 2016, and is subject to phase-in from 2016 to 2019 in equal annual installments of 0.625%. Accordingly, the Bank was required to maintain a capital conservation buffer of 2.50% and 1.875% at September 30, 2019 and December 31, 2018, respectively. Under the final rules, an institution is subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. As of September 30, 2019 and December 31, 2018, the capital conservation buffer of the Bank was 6.57% and 5.62%, respectively.

22

Notes to Consolidated Financial Statements (Unaudited)

Note 8. Subordinated Debt

On October 30, 2015, the Company entered into a Subordinated Loan Agreement (the Agreement) pursuant to which the Company issued an interest only subordinated term note due 2025 in the aggregate principal amount of $5.0 million (the Note). The Note bears interest at a fixed rate of 6.75% per annum. The Note qualifies as Tier 2 capital for regulatory capital purposes and at September 30, 2019, the total amount of subordinated debt issued was included in the Company’s Tier 2 capital. Unamortized debt issuance costs related to the Note were $22 thousand and $35 thousand at September 30, 2019 and December 31, 2018, respectively.

The Note has a maturity date of October 1, 2025. Subject to regulatory approval, the Company may prepay the Note, in part or in full, beginning on October 30, 2020. The Note is an unsecured, subordinated obligation of the Company and ranks junior in right of payment to the Company’s senior indebtedness and to the Company’s obligations to its general creditors. The Note ranks equally with all other unsecured subordinated debt, except any which by its terms is expressly stated to be subordinated to the Note. The Note ranks senior to all current and future junior subordinated debt obligations, preferred stock, and common stock of the Company.

The Note is not convertible into common stock or preferred stock. The Agreement contains customary events of default such as the bankruptcy of the Company and the non-payment of principal or interest when due. The holder of the Note may accelerate the repayment of the Note only in the event of bankruptcy or similar proceedings and not for any other event of default.

Note 9. Junior Subordinated Debt

On June 8, 2004, First National (VA) Statutory Trust II (Trust II), a wholly-owned subsidiary of the Company, was formed for the purpose of issuing redeemable capital securities, commonly known as trust preferred securities. On June 17, 2004, $5.0 million of trust preferred securities were issued through a pooled underwriting. The securities have a LIBOR-indexed floating rate of interest. The interest rate at September 30, 2019 and December 31, 2018 was 4.74% and 5.39%, respectively. The securities have a mandatory redemption date of June 17, 2034, and were subject to varying call provisions that began September 17, 2009. The principal asset of Trust II is $5.2 million of the Company’s junior subordinated debt with maturities and interest rates comparable to the trust preferred securities. The Trust’s obligations under the trust preferred securities are fully and unconditionally guaranteed by the Company. The Company is current on its interest payments on the junior subordinated debt.

On July 24, 2006, First National (VA) Statutory Trust III (Trust III), a wholly-owned subsidiary of the Company, was formed for the purpose of issuing redeemable capital securities. On July 31, 2006, $4.0 million of trust preferred securities were issued through a pooled underwriting. The securities have a LIBOR-indexed floating rate of interest. The interest rate at September 30, 2019 and December 31, 2018 was 3.92% and 4.00%, respectively. The securities have a mandatory redemption date of October 1, 2036, and were subject to varying call provisions that began October 1, 2011. The principal asset of Trust III is $4.1 million of the Company’s junior subordinated debt with maturities and interest rates comparable to the trust preferred securities. The Trust’s obligations under the trust preferred securities are fully and unconditionally guaranteed by the Company. The Company is current on its interest payments on the junior subordinated debt.

While these securities are debt obligations of the Company, they are included in capital for regulatory capital ratio calculations. Under present regulations, the junior subordinated debt may be included in Tier 1 capital for regulatory capital adequacy purposes as long as their amount does not exceed 25% of Tier 1 capital, including total junior subordinated debt. The portion of the junior subordinated debt not considered as Tier 1 capital, if any, may be included in Tier 2 capital. At September 30, 2019 and December 31, 2018, the total amount of junior subordinated debt issued by the Trusts was included in the Company’s Tier 1 capital. 

Note 10. Benefit Plans

The Company maintains a 401(k) plan (the Plan) for all eligible employees. Participating employees may elect to contribute up to the maximum percentage allowed by the Internal Revenue Service, as defined in the Plan. The Company makes matching contributions, on a dollar-for dollar basis, for the first one percent of an employee’s compensation contributed to the Plan and fifty cents for each dollar of the employee’s contribution between two percent and six percent. The Company also makes an additional contribution based on years of service to participants who have completed at least one thousand hours of service during the year and who are employed on the last day of the Plan Year. All employees who are age nineteen or older are eligible. Employee contributions vest immediately. Employer matching contributions vest after two Plan service years with the Company. The Company has the discretion to make a profit sharing contribution to the Plan each year based on overall performance, profitability, and other economic factors. For the nine months ended September 30, 2019 and 2018, expense attributable to the Plan amounted to $631 thousand and $596 thousand, respectively.

23

Notes to Consolidated Financial Statements (Unaudited)

On March 15, 2019, the Company entered into supplemental executive retirement plans and participation agreements with three of its employees. The retirement benefits are fixed and provide for retirement benefits payable in 180 monthly installments. The contribution expense is solely funded by the Company and totaled $155 thousand for the nine months ended September 30, 2019.

See Note 13 of the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 for additional information about the Company’s benefit plans.

Note 11. Earnings per Common Share

Basic earnings per common share represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance.

The following table presents the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2019 and 2018 (dollars in thousands, except per share data):

	Three Months Ended				Nine Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
(Numerator):
Net income	$	2,493	$	2,676	$	6,840	$	7,814
(Denominator):
Weighted average shares outstanding – basic		4,966,641		4,955,162		4,963,571		4,952,351
Potentially dilutive common shares – restricted stock units		2,485		3,000		2,813		2,604
Weighted average shares outstanding – diluted		4,969,126		4,958,162		4,966,384		4,954,955
Income per common share
Basic	$	0.50	$	0.54	$	1.38	$	1.58
Diluted	$	0.50	$	0.54	$	1.38	$	1.58

Note 12. Fair Value Measurements

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the “Fair Value Measurement and Disclosures” topic of FASB ASC, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a 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 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.

24

Notes to Consolidated Financial Statements (Unaudited)

Fair Value Hierarchy

In accordance with this guidance, the Company groups its assets and 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 or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2 - Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

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

An instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a recurring basis in the 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 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).

25

Notes to Consolidated Financial Statements (Unaudited)

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

			Fair Value Measurements at September 30, 2019
Description	Balance as of September 30, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Securities available for sale
U.S. agency and mortgage-backed securities	$	87,932	$	—	$	87,932	$	—
Obligations of states and political subdivisions		26,636		—		26,636		—
	$	114,568	$	—	$	114,568	$	—

			Fair Value Measurements at December 31, 2018
Description	Balance as of December 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Securities available for sale
U.S. agency and mortgage-backed securities	$	84,922	$	—	$	84,922	$	—
Obligations of states and political subdivisions		14,935		—		14,935		—
	$	99,857	$	—	$	99,857	$	—

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 financial statements:

Loans held for sale

Loans held for sale are carried at the lower of cost or market value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). As such, the Company records any fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale during the nine months ended September 30, 2019 and the year ended December 31, 2018.

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 agreements will not be collected. The measurement of loss associated with impaired loans can be based on the present value of expected future cash flows discounted at the loan’s effective interest rate, the observable market price of the loan, or the fair value of the collateral less estimated costs to sell. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the Company’s collateral is real estate. The value of real estate collateral is determined utilizing a market valuation approach based on an appraisal conducted by an independent, licensed appraiser using observable market data (Level 2) within the last twelve months. However, if the collateral is a house or building in the process of construction or if an appraisal of the property is more than one year old and not solely based on observable market comparables or management determines the fair value of the collateral is further impaired below the appraised value, then a Level 3 valuation is considered to measure the fair value. The value of business equipment is based upon an outside appraisal, of one year or less, if deemed significant, or the net book value on the applicable business’s financial statements if not considered significant using observable market data. 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.

26

Notes to Consolidated Financial Statements (Unaudited)

Other real estate owned

Loans are transferred to other real estate owned when the collateral securing them is foreclosed on or acquired through a deed in lieu of foreclosure. The measurement of loss associated with other real estate owned is based on the appraisal documents and assessed the same way as impaired loans described above. Any fair value adjustments are recorded in the period incurred as other real estate owned expense (income) on the Consolidated Statements of Income.

The following tables summarize the Company’s assets that were measured at fair value on a nonrecurring basis during the periods (dollars in thousands):

			Fair Value Measurements at September 30, 2019
Description	Balance as of September 30, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans, net	$	476	$	—	$	—	$	476

			Fair Value Measurements at December 31, 2018
Description	Balance as of December 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans, net	$	391	$	—	$	—	$	391

	Quantitative information about Level 3 Fair Value Measurements for September 30, 2019
	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average)
Impaired loans, net	$	476	Property appraisals	Selling cost		10	%

	Quantitative information about Level 3 Fair Value Measurements for December 31, 2018
	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average)
Impaired loans, net	$	391	Property appraisals	Selling cost		10	%

27

Notes to Consolidated Financial Statements (Unaudited)

Accounting guidance requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The carrying values and estimated fair values of the Company’s financial instruments at September 30, 2019 and December 31, 2018 are as follows (in thousands):

			Fair Value Measurements at September 30, 2019 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Fair Value
Financial Assets
Cash and short-term investments	$	30,373	$	30,373	$	—	$	—	$	30,373
Securities available for sale		114,568		—		114,568		—		114,568
Securities held to maturity		18,222		—		16,739		1,520		18,259
Restricted securities		1,806		—		1,806		—		1,806
Loans held for sale		1,098		—		1,098		—		1,098
Loans, net		566,341		—		—		573,697		573,697
Bank owned life insurance		17,324		—		17,324		—		17,324
Accrued interest receivable		2,053		—		2,053		—		2,053
Financial Liabilities
Deposits	$	685,621	$	—	$	565,844	$	118,956	$	684,800
Subordinated debt		4,978		—		—		5,335		5,335
Junior subordinated debt		9,279		—		—		9,391		9,391
Accrued interest payable		184		—		184		—		184

			Fair Value Measurements at December 31, 2018 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Fair Value
Financial Assets
Cash and short-term investments	$	28,618	$	28,618	$	—	$	—	$	28,618
Securities available for sale		99,857		—		99,857		—		99,857
Securities held to maturity		43,408		—		40,885		1,509		42,394
Restricted securities		1,688		—		1,688		—		1,688
Loans held for sale		419		—		419		—		419
Loans, net		537,847		—		—		528,643		528,643
Bank owned life insurance		13,991		—		13,991		—		13,991
Accrued interest receivable		2,113		—		2,113		—		2,113
Financial Liabilities
Deposits	$	670,566	$	—	$	551,347	$	117,220	$	668,567
Subordinated debt		4,965		—		—		5,035		5,035
Junior subordinated debt		9,279		—		—		7,952		7,952
Accrued interest payable		139		—		139		—		139

28

Notes to Consolidated Financial Statements (Unaudited)

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change 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 13. Stock Compensation Plans

On May 13, 2014, the Company’s shareholders approved the First National Corporation 2014 Stock Incentive Plan, which makes available up to 240,000 shares of common stock for the granting of stock options, restricted stock awards, stock appreciation rights, and other stock-based awards. Awards are made at the discretion of the Board of Directors and compensation cost equal to the fair value of the award is recognized over the vesting period.

Stock Awards

Whenever the Company deems it appropriate to grant a stock award, the recipient receives a specified number of unrestricted shares of employer stock. Stock awards may be made by the Company at its discretion without cash consideration and may be granted as settlement of a performance-based compensation award.

During the third quarter of 2019, the Company granted and issued 3,500 shares of common stock to members of the Board of Directors for their dedicated service and support. Compensation expense related to stock awards totaled $67 thousand and $62 thousand for the nine months ended September 30, 2019 and 2018, respectively.

Restricted Stock Units

Restricted stock units are an award of units that correspond in number and value to a specified number of shares of employer stock which the recipient receives according to a vesting plan and distribution schedule after achieving required performance milestones or upon remaining with the employer for a particular length of time. Each restricted stock unit that vests entitles the recipient to receive one share of common stock on a specified issuance date.

In the first quarter of 2019, 8,692 restricted stock units were granted to employees, with 1,235 units vesting immediately, 2,457 units subject to a two year vesting schedule with one half of the units vesting each year on the grant date anniversary, and 5,000 units subject to a five year vesting schedule will all of the units vesting on the fifth anniversary of the grant date. The recipient does not have any stockholder rights, including voting, dividend, or liquidation rights, with respect to the shares underlying awarded restricted stock units until vesting has occurred and the recipient becomes the record holder of those shares. The unvested restricted stock units will vest on the established schedule if the employees remain employed by the Company on future vesting dates.

A summary of the activity for the Company’s restricted stock units for the period indicated is presented in the following table:

	Nine Months Ended
	September 30, 2019
	Shares			Weighted Average Grant Date Fair Value
Unvested, beginning of year		7,103		$	17.93
Granted		8,692			19.56
Vested		(5,402	)		17.99
Forfeited		—			—
Unvested, end of period		10,393		$	19.26

29

Notes to Consolidated Financial Statements (Unaudited)

At September 30, 2019, based on restricted stock unit awards outstanding at that time, the total unrecognized pre-tax compensation expense related to unvested restricted stock unit awards was $139 thousand. This expense is expected to be recognized through 2024. Compensation expense related to restricted stock unit awards recognized for the nine months ended September 30, 2019 and 2018 totaled $92 thousand and $108 thousand, respectively.

Note 14. Accumulated Other Comprehensive Income (Loss)

Changes in each component of accumulated other comprehensive income (loss) were as follows (in thousands):

	Net Unrealized Gains (Losses) on Securities			Adjustments Related to Pension Benefits			Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2017	$	(1,057	)	$	99		$	(958	)
Unrealized holding losses (net of tax, ($443))		(1,667	)		—			(1,667	)
Pension liability adjustment (net of tax, ($27))		—			(99	)		(99	)
Change during period		(1,667	)		(99	)		(1,766	)
Balance at September 30, 2018	$	(2,724	)	$	—		$	(2,724	)
Balance at December 31, 2018	$	(1,808	)	$	—		$	(1,808	)
Unrealized holding gains (net of tax, $875)		3,292			—			3,292
Unrealized holding losses transferred from held to maturity to available for sale (net of tax, ($91))		(340	)		—			(340	)
Change during period		2,952			—			2,952
Balance at September 30, 2019	$	1,144		$	—		$	1,144

The Company did not have any reclassifications from accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2019 and 2018.

Note 15. Revenue Recognition

On January 1, 2018, the Company adopted ASU No. 2014-09, "Revenue from Contracts with Customers: Topic 606" and all subsequent ASUs that modified Topic 606. Most revenue associated with financial instruments, including interest income, loan origination fees, and credit card fees, is outside the scope of the guidance. Gains and losses on investment securities, derivatives, financial guarantees, and sales of financial instruments are similarly excluded from the scope. The guidance is applicable to noninterest revenue streams such as service charges on deposit accounts, ATM and check card fees, wealth management fees, and fees for other customer services. Noninterest revenue streams within the scope of Topic 606 are discussed below.

Service charges on deposit accounts

Service charges on deposit accounts consist of monthly service fees, overdraft and nonsufficient funds fees, and other deposit account related fees. The Company's performance obligation for monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers' accounts. Overdraft and nonsufficient funds fees and other deposit account related fees are transactional based, and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time.

ATM and check card fees

ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. ATM fees are transactional based, and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time. Check card fees are primarily comprised of interchange fee income. Interchange fees are earned whenever the Company's debit cards are processed through card payment networks, such as Visa. The Company's performance obligation for interchange fee income is largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. In compliance with Topic 606, debit card fee income is presented net of associated expense.

30

Notes to Consolidated Financial Statements (Unaudited)

Wealth management fees

Wealth management fees are primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company's performance obligation is generally satisfied over time and the resulting fees are primarily recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month-end through a direct charge to customers' accounts. Estate management fees are based upon the size of the estate. Revenue for estate management fees are recorded periodically, according to a fee schedule, and are based on the services that have been provided.

Fees for other customer services

Fees for other customer services include check ordering charges, merchant services income, safe deposit box rental fees, and other service charges. Check ordering charges are transactional based, and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time. Merchant services income mainly represent fees charged to merchants to process their debit and credit card transactions. The Company's performance obligation for merchant services income is largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation.

The following table presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three and nine months ended September 30, 2019 and 2018 (in thousands):

	Three Months Ended				Nine Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Noninterest Income
Service charges on deposit accounts	$	757	$	818	$	2,173	$	2,364
ATM and check card fees		586		540		1,676		1,614
Wealth management fees		477		423		1,372		1,239
Fees for other customer services		177		143		505		447
Noninterest income (in-scope of Topic 606)	$	1,997	$	1,924	$	5,726	$	5,664
Noninterest income (out-of-scope of Topic 606)		194		254		485		1,214
Total noninterest income	$	2,191	$	2,178	$	6,211	$	6,878

Note 16. 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 No. 2018-11 and did not adjust prior periods for ASC 842. There was no cumulative effect adjustment at adoption. The Company also elected certain practical expedients within the standard and 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. Prior to adoption, all of the Company's leases were classified as operating leases and remained operating leases at adoption. The implementation of the new standard resulted in recognition of a right-of-use asset and lease liability of $390 thousand for leases existing at the date of adoption.

Contracts that commence subsequent to adoption are evaluated to determine whether they are or contain a lease in accordance with Topic 842. The Company has elected the practical expedient provided by Topic 842 not to allocate consideration in a contract between lease and non-lease components. The Company also elected, as provided by the standard, not to recognize right-of-use assets and lease liabilities for short-term leases, defined by the standard as leases with terms of 12 months or less. The Company has not entered into any new operating leases since adoption.

31

Notes to Consolidated Financial Statements (Unaudited)

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. 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.

Lease payments

Lease payments for short-term leases are recognized as lease expense on a straight-line basis over the lease term, or for variable lease payments, in the period in which the obligation was incurred. Payments for leases with terms longer than twelve months are included in the determination of the lease liability. Payments may be fixed for the term of the lease or variable. If the lease agreement provides a known escalator, such as a specified percentage increase per year or a stated increase at a specified time, the variable payment is included in the cash flows used to determine the lease liability. If the variable payment is based upon an unknown escalator, such as the consumer price index at a future date, the increase is not included in the cash flows used to determine the lease liability. Three of the Company's leases provide known escalators that are included in the determination of the lease liability. The remaining leases do not have variable payments during the term of the lease.

Options to extend, residual value guarantees, and restrictions and covenants

Of the Company's six leases, five leases offer the option to extend the lease. The calculation of the lease liability includes the additional time and lease payments for options which the Company is reasonably certain it will exercise. None of the Company's leases provide for residual value guarantees and none provide restrictions or covenants that would impact dividends or require incurring additional financial obligations.

The following table presents the operating lease right-of-use asset and operating lease liability as of September 30, 2019 (in thousands):

	Classification in the Consolidated Balance Sheet	September 30, 2019
Operating lease right-of-use asset	Other assets	$	298
Operating lease liability	Accrued interest payable and other liabilities		296

The following table presents the weighted average remaining operating lease term and the weighted average discount rate for operating leases as of September 30, 2019:

	September 30, 2019
Weighted average remaining lease term, in years		2.9
Weighted average discount rate		2.79	%

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Notes to Consolidated Financial Statements (Unaudited)

The following table presents the components of operating lease expense and supplemental cash flow information for the three and nine months ended September 30, 2019 (in thousands):

	Three Months Ended		Nine Months Ended
	September 30, 2019		September 30, 2019
Lease Expense
Operating lease expense	$	33	$	99
Short-term lease expense		1		4
Total lease expense (1)	$	34	$	103
Cash paid for amounts included in lease liability	$	34	$	102

(1) Included in occupancy expense in the Company's consolidated statements of income.

The following table presents a maturity schedule of undiscounted cash flows that contribute to the operating lease liability as of September 30, 2019 (in thousands):

	September 30, 2019
Three months ending December 31, 2019	$	34
Twelve months ending December 31, 2020		112
Twelve months ending December 31, 2021		89
Twelve months ending December 31, 2022		65
Twelve months ending December 31, 2023		8
Total undiscounted cash flows	$	308
Less: discount		(12	)
Operating lease liability	$	296

The contracts in which the Company is lessee are with parties external to the Company and not related parties.

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

Cautionary Statement Regarding Forward-Looking Statements

The Company makes forward-looking statements in this Form 10-Q that are subject to risks and uncertainties. These forward-looking statements include statements regarding profitability, liquidity, adequacy of capital, allowance for loan losses, interest rate sensitivity, market risk, growth strategy, and financial and other goals. The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends,” or other similar words or terms are intended to identify forward-looking statements. These forward-looking statements are subject to significant uncertainties because they are based upon or are affected by factors including:

• general business conditions, as well as conditions within the financial markets;

• general economic conditions, including unemployment levels and slowdowns in economic growth;

• the Company’s branch and market expansions, technology initiatives and other strategic initiatives;

• the impact of competition from banks and non-banks, including financial technology companies (Fintech);

• the composition of the loan and deposit portfolio, including the types of accounts and customers, may change, which could impact the amount of net interest income and noninterest income in future periods, including revenue from service charges on deposits;

• limited availability of financing or inability to raise capital;

• reliance on third parties for key services;

• the Company’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses;

• the impact of an increase in nonperforming assets and the significant amount of time to resolve these assets;

• the level of net charge-offs on loans and the adequacy of the allowance for loan losses;

• the concentration in loans secured by real estate may adversely affect earnings due to changes in the real estate markets;

• the value of securities held in the Company's investment portfolio;

• legislative or regulatory changes or actions, including the effects of changes in tax laws;

• accounting principles, policies and guidelines and elections made by the Company thereunder;

• cyber threats, attacks or events;

• the ability to maintain adequate liquidity by retaining deposit customers and secondary funding sources, especially if the Company’s reputation would become damaged;

• monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of the Treasury and the Federal Reserve Board, and the effect of those policies on interest rates and business in our markets;

• changes in interest rates could have a negative impact on the Company’s net interest income and an unfavorable impact on the Company’s customers’ ability to repay loans; and

• other factors identified in Item 1A. Risk Factors of the Company’s Form 10-K for the year ending December 31, 2018.

Because of these and other uncertainties, actual future results may be materially different from the results indicated by these forward-looking statements. In addition, past results of operations do not necessarily indicate future results. The following discussion and analysis of the financial condition at September 30, 2019 and statements of income of the Company for the three and nine months ended September 30, 2019 and 2018 should be read in conjunction with the consolidated financial statements and related notes included in Part I, Item 1, of this Form 10-Q and in Part II, Item 8, of the Form 10-K for the year ended December 31, 2018. The statements of income for the three and nine months ended September 30, 2019 may not be indicative of the results to be achieved for the year.

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Executive Overview

The Company

First National Corporation (the Company) is the bank holding company of:

• First Bank (the Bank). The Bank owns:

• First Bank Financial Services, Inc.

• Shen-Valley Land Holdings, LLC

• First National (VA) Statutory Trust II (Trust II)

• First National (VA) Statutory Trust III (Trust III and, together with Trust II, the Trusts)

First Bank Financial Services, Inc. invests in entities that provide title insurance and investment services. Shen-Valley Land Holdings, LLC was formed to hold other real estate owned and future office sites. The Trusts were formed for the purpose of issuing redeemable capital securities, commonly known as trust preferred securities and are not included in the Company’s consolidated financial statements in accordance with authoritative accounting guidance because management has determined that the Trusts qualify as variable interest entities.

Products, Services, Customers and Locations

The Bank offers loan, deposit, and wealth management products and services. Loan products and services include consumer loans, residential mortgages, home equity loans, and commercial loans. Deposit products and services include checking accounts, treasury management solutions, savings accounts, money market accounts, certificates of deposit, and individual retirement accounts. Wealth management services include estate planning, investment management of assets, trustee under an agreement, trustee under a will, individual retirement accounts, and estate settlement. Customers include small and medium-sized businesses, individuals, estates, local governmental entities, and non-profit organizations. The Bank’s office locations are well-positioned in attractive markets along the Interstate 81, Interstate 66, and Interstate 64 corridors in the Shenandoah Valley and central regions of Virginia. Within this market area, there are various types of industry including medical and professional services, manufacturing, retail, warehousing, Federal government, hospitality, and higher education.

The Bank’s products and services are delivered through 14 bank branch offices located throughout the Shenandoah Valley and central regions of Virginia, a loan production office, and a customer service center in a retirement village. The branch offices are comprised of 13 full service retail banking offices and one drive-thru express banking office. The location and general character of these properties is further described in Part I, Item 2 of the Form 10-K for the year ended December 31, 2018. Many of the Bank’s services are also delivered through the Bank’s mobile banking platform, its website, www.fbvirginia.com, and a network of ATMs located throughout its market area.

Revenue Sources and Expense Factors

The primary source of revenue is from net interest income earned by the Bank. Net interest income is the difference between interest income and interest expense and typically represents between 70% and 80% of the Company’s total revenue. Interest income is determined by the amount of interest-earning assets outstanding during the period and the interest rates earned on those assets. The Bank’s interest expense is a function of the amount of interest-bearing liabilities outstanding during the period and the interest rates paid. In addition to net interest income, noninterest income is the other source of revenue for the Company. Noninterest income is derived primarily from service charges on deposits, fee income from wealth management services, and ATM and check card fees.

Primary expense categories are salaries and employee benefits, which comprised 56% of noninterest expenses for the nine months ended September 30, 2019, followed by occupancy and equipment expense, which comprised 13% of noninterest expenses. Historically, the provision for loan losses has also been a primary expense of the Bank. The provision is determined by factors that include net charge-offs, asset quality, economic conditions, and loan growth. Changing economic conditions caused by inflation, recession, unemployment, or other factors beyond the Company’s control have a direct correlation with asset quality, net charge-offs, and ultimately the required provision for loan losses.

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Quarterly Financial Performance

Net income decreased by $183 thousand to $2.5 million, or $0.50 per basic and diluted share, for the three months ended September 30, 2019, compared to $2.7 million, or $0.54 per basic and diluted share, for the same period in 2018. Return on average assets was 1.27% and return on average equity was 13.31% for the third quarter of 2019, compared to 1.41% and 16.89%, respectively, for the same period in 2018.

The $183 thousand decrease in net income for the three months ended September 30, 2019 resulted primarily from a $12 thousand decrease in net interest income and a $236 thousand, or 4%, increase in noninterest expenses, compared to the same period of 2018. These unfavorable variances were partially offset by a $13 thousand, or 1%, increase in noninterest income and a $52 thousand decrease in income tax expense.

Net interest income decreased from a lower net interest margin, which decreased 15 basis points to 3.87% for the third quarter of 2019, compared to 4.02% for the same period in 2018. Noninterest income increased primarily from higher wealth management fees and ATM and check card fees. Noninterest expense increased primarily from higher salaries and employee benefits expense and other operating expense. For a more detailed discussion of the Company's quarterly performance, see "Net Interest Income," "Noninterest Income," "Noninterest Expense" and "Income Taxes" below.

Based on management's analysis and the supporting allowance for loan loss calculation, a provision for loan losses was not required during the third quarter of 2019 or 2018. For a more detailed discussion of the provision for loan losses, see “Provision for Loan Losses” below.

Year-to-Date Financial Performance

Net income decreased by $974 thousand to $6.8 million, or $1.38 per basic and diluted share, for the nine months ended September 30, 2019, compared to $7.8 million, or $1.58 per basic and diluted share, for the same period in 2018. Return on average assets was 1.19% and return on average equity was 12.85% for the nine months ended September 30, 2019, compared to 1.38% and 17.17%, respectively, for the same period in 2018.

The $974 thousand decrease in net income for the nine months ended September 30, 2019 resulted primarily from a $100 thousand increase in provision for loan losses, a $667 thousand, or 10%, decrease in noninterest income, and an $834 thousand, or 5%, increase in noninterest expenses, compared to the same period of 2018. These unfavorable variances were partially offset by a $474 thousand, or 2%, increase in net interest income and a $153 thousand decrease in income tax expense.

Net interest income increased from a higher net interest margin and from higher average earning asset balances. Average earning asset balances increased 2%, and the net interest margin increased 2 basis points to 3.91% for the nine months ended September 30, 2019, compared to 3.89% for the same period in 2018. Noninterest income decreased primarily from lower service charges on deposit accounts, income from bank owned life insurance, and other operating income. Noninterest expense increased primarily from higher salaries and employee benefits expense, marketing expense, legal and professional fees, and other operating expense. For a more detailed discussion of the Company's year-to-date performance, see "Net Interest Income," "Noninterest Income," "Noninterest Expense" and "Income Taxes" below.

Based on management's analysis and the supporting allowance for loan loss calculation, a provision for loan losses of $200 thousand was recorded during the nine months ended September 30, 2019, compared to a provision for loan losses of $100 thousand during the nine months ended September 30, 2018. For a more detailed discussion of the provision for loan losses, see “Provision for Loan Losses” below.

Non-GAAP Financial Measures

This report refers to the efficiency ratio, which is computed by dividing noninterest expense, excluding OREO (expense)/income, amortization of intangibles, and losses on disposal of premises and equipment, by the sum of net interest income on a tax-equivalent basis and noninterest income. This is a non-GAAP financial measure that the Company believes provides investors with important information regarding operational efficiency. Such information is not prepared in accordance with GAAP and should not be construed as such. Management believes, however, such financial information is meaningful to the reader in understanding operating performance, but cautions that such information not be viewed as a substitute for GAAP. The Company, in referring to its net income, is referring to income under GAAP. The components of the efficiency ratio calculation are summarized in the following table (dollars in thousands).

	Efficiency Ratio
	Three Months Ended						Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Noninterest expense	$	6,186		$	5,950		$	18,514		$	17,680
Add/(Subtract): other real estate owned (expense)/income, net		—			(2	)		—			20
Subtract: amortization of intangibles		(71	)		(108	)		(241	)		(359	)
Subtract: losses on disposal of premises and equipment, net		—			(2	)		—			(2	)
	$	6,115		$	5,838		$	18,273		$	17,339
Tax-equivalent net interest income	$	7,123		$	7,136		$	21,091		$	20,615
Noninterest income		2,191			2,178			6,211			6,878
	$	9,314		$	9,314		$	27,302		$	27,493
Efficiency ratio		65.65	%		62.68	%		66.93	%		63.07	%

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This report also refers to net interest margin, which is calculated by dividing tax equivalent net interest income by total average earning assets. Because a portion of interest income earned by the Company is nontaxable, the tax equivalent net interest income is considered in the calculation of this ratio. Tax equivalent net interest income is calculated by adding the tax benefit realized from interest income that is nontaxable to total interest income then subtracting total interest expense. The tax rate utilized in calculating the tax benefit for both 2019 and 2018 is 21%. The reconciliation of tax equivalent net interest income, which is not a measurement under GAAP, to net interest income, is reflected in the table below (in thousands).

	Reconciliation of Net Interest Income to Tax-Equivalent Net Interest Income
	Three Months Ended						Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
GAAP measures:
Interest income – loans	$	7,429		$	6,917		$	21,625		$	19,768
Interest income – investments and other		925			1,064			2,966			3,211
Interest expense – deposits		(1,089	)		(702	)		(3,062	)		(1,957	)
Interest expense – federal funds purchased		(1	)		—			(1	)		—
Interest expense – subordinated debt		(90	)		(91	)		(269	)		(269	)
Interest expense – junior subordinated debt		(103	)		(105	)		(322	)		(292	)
Interest expense – other borrowings		—			—			(2	)		—
Total net interest income	$	7,071		$	7,083		$	20,935		$	20,461
Non-GAAP measures:
Tax benefit realized on non-taxable interest income – loans	$	9		$	12		$	30		$	33
Tax benefit realized on non-taxable interest income – municipal securities		43			41			126			121
Total tax benefit realized on non-taxable interest income	$	52		$	53		$	156		$	154
Total tax-equivalent net interest income	$	7,123		$	7,136		$	21,091		$	20,615

Critical Accounting Policies

General

The Company’s consolidated financial statements and related notes are prepared in accordance with GAAP. The financial information contained within the statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset, or relieving a liability. The Bank uses historical losses as one factor in determining the inherent loss that may be present in the loan portfolio. Actual losses could differ significantly from the historical factors used. In addition, GAAP itself may change from one previously acceptable method to another. Although the economics of transactions would be the same, the timing of events that would impact transactions could change.

Presented below is a discussion of those accounting policies that management believes are the most important (“Critical Accounting Policies”) to the portrayal and understanding of the Company’s financial condition and results of operations. The Critical Accounting Policies require management’s most difficult, subjective, and complex judgments about matters that are inherently uncertain. In the event that different assumptions or conditions were to prevail, and depending upon the severity of such changes, the possibility of materially different financial condition or results of operations is a reasonable likelihood.

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 determines that the loan balance is uncollectible. Subsequent recoveries, if any, are credited to the allowance. For further information about the Company’s loans and the allowance for loan losses, see Notes 3 and 4 to the Consolidated Financial Statements included in this Form 10-Q.

The allowance for loan losses is evaluated on a quarterly 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 revision as more information becomes available.

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The Company performs regular credit reviews of the loan portfolio to review credit quality and adherence to underwriting standards. The credit reviews consist of reviews by its internal credit administration department and reviews performed by an independent third party. Upon origination, each loan is assigned a risk rating ranging from one to nine, with loans closer to one having less risk. This risk rating scale is the Company's primary credit quality indicator. The Company has various committees that review and ensure that the allowance for loans losses methodology is in accordance with GAAP and loss factors used appropriately reflect the risk characteristics of the loan portfolio.

The allowance represents an amount that, in management’s judgment, will be adequate to absorb any losses on existing loans that may become uncollectible. Management’s judgment in determining the level of the allowance is based on evaluations of the collectability of loans while taking into consideration such factors as trends in delinquencies and charge-offs, changes in the nature and volume of the loan portfolio, current economic conditions that may affect a borrower’s ability to repay and the value of the collateral, overall portfolio quality, and review of specific potential losses. The evaluation also considers the following risk characteristics of each loan portfolio class:

• 1-4 family residential mortgage loans carry risks associated with the continued creditworthiness of the borrower and changes in the value of the collateral.

• Real estate construction and land development loans carry risks that the project may not be finished according to schedule, the project may not be finished according to budget, and the value of the collateral may, at any point in time, be less than the principal amount of the loan. Construction loans also bear the risk that the general contractor, who may or may not be a loan customer, may be unable to finish the construction project as planned because of financial pressure or other factors unrelated to the project.

• Other real estate loans carry risks associated with the successful operation of a business or a real estate project, in addition to other risks associated with the ownership of real estate, because repayment of these loans may be dependent upon the profitability and cash flows of the business or project.

• Commercial and industrial loans carry risks associated with the successful operation of a business because repayment of these loans may be dependent upon the profitability and cash flows of the business. In addition, there is risk associated with the value of collateral other than real estate which may depreciate over time and cannot be appraised with as much reliability.

• Consumer and other loans carry risk associated with the continued creditworthiness of the borrower and the value of the collateral, if any. These loans are typically either unsecured or secured by rapidly depreciating assets such as automobiles. They are also likely to be immediately and adversely affected by job loss, divorce, illness, personal bankruptcy, or other changes in circumstances.

The allowance for loan losses consists of specific and general components. The specific component relates to loans that are classified as impaired, and is established when the discounted cash flows, fair value of collateral less estimated costs to sell, or observable market price of the impaired loan is lower than the carrying value of that loan. For collateral dependent loans, an updated appraisal is ordered if a current one is not on file. Appraisals are typically performed by independent third-party appraisers with relevant industry experience. Adjustments to the appraised value may be made based on recent sales of like properties or general market conditions among other considerations.

The general component covers loans that are not considered impaired and is based on historical loss experience adjusted for qualitative factors. The historical loss experience is calculated by loan type and uses an average loss rate during the preceding twelve quarters. The qualitative factors are assigned by management based on delinquencies and asset quality, national and local economic trends, effects of the changes in the value of underlying collateral, trends in volume and nature of loans, effects of changes in the lending policy, the experience and depth of management, concentrations of credit, quality of the loan review system, and the effect of external factors such as competition and regulatory requirements. The factors assigned differ by loan type. The general allowance estimates losses whose impact on the portfolio has yet to be recognized by a specific allowance. Allowance factors and the overall size of the allowance may change from period to period based on management’s assessment of the above described factors and the relative weights given to each factor. For further information regarding the allowance for loan losses, see Note 4 to the Consolidated Financial Statements included in this Form 10-Q.

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Lending Policies

General

In an effort to manage risk, the Bank’s loan policy gives loan amount approval limits to individual loan officers based on their position within the Bank and level of experience. The Management Loan Committee can approve new loans up to their authority. The Board Loan Committee approves all loans which exceed the authority of the Management Loan Committee. The full Board of Directors must approve loans which exceed the authority of the Board Loan Committee, up to the Bank’s legal lending limit. The Board Loan Committee currently consists of five directors, four of which are non-management directors. The Board Loan Committee approves the Bank’s Loan Policy and reviews risk management reports, including watch list reports and concentrations of credit. The Board Loan Committee meets on a monthly basis and the Chairman of the Committee then reports to the Board of Directors.

Residential loan originations are primarily generated by mortgage loan officer solicitations and referrals by employees, real estate professionals, and customers. Commercial real estate loan originations and commercial and industrial loan originations are primarily obtained through direct solicitation and additional business from existing customers. All completed loan applications are reviewed by the Bank’s loan officers. As part of the application process, information is obtained concerning the income, financial condition, employment, and credit history of the applicant. The Bank also participates in commercial real estate loans and commercial and industrial loans originated by other financial institutions that are typically outside its market area. In addition, the Bank purchases consumer loans originated by other financial institutions that are typically outside its market area. Loan quality is analyzed based on the Bank’s experience and credit underwriting guidelines depending on the type of loan involved. Except for loan participations with other financial institutions, real estate collateral is valued by independent appraisers who have been pre-approved by the Board Loan Committee.

As part of the ongoing monitoring of the credit quality of the Company’s loan portfolio, certain appraisals are analyzed by management or by an outsourced appraisal review specialist throughout the year in order to ensure standards of quality are met. The Company also obtains an independent review of loans within the portfolio on an annual basis to analyze loan risk ratings and validate specific reserves on impaired loans.

In the normal course of business, the Bank makes various commitments and incurs certain contingent liabilities which are disclosed but not reflected in its financial statements, including commitments to extend credit. At September 30, 2019, commitments to extend credit, stand-by letters of credit, and rate lock commitments totaled $113.4 million.

Construction and Land Development Lending

The Bank makes local construction loans, including residential and land acquisition and development loans. These loans are secured by the property under construction and the underlying land for which the loan was obtained. The majority of these loans mature in one year. Construction lending entails significant additional risks, compared with residential mortgage lending. Construction and land development loans sometimes involve larger loan balances concentrated with single borrowers or groups of related borrowers. Another risk involved in construction and land development lending is the fact that loan funds are advanced upon the security of the land or property under construction, which value is estimated based on the completion of construction. Thus, there is risk associated with failure to complete construction and potential cost overruns. To mitigate the risks associated with this type of lending, the Bank generally limits loan amounts relative to the appraised value and/or cost of the collateral, analyzes the cost of the project and the creditworthiness of its borrowers, and monitors construction progress. The Bank typically obtains a first lien on the property as security for its construction loans, typically requires personal guarantees from the borrower’s principal owners, and typically monitors the progress of the construction project during the draw period.

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1-4 Family Residential Real Estate Lending

1-4 family residential lending activity may be generated by Bank loan officer solicitations and referrals by real estate professionals and existing or new bank customers. Loan applications are taken by a Bank loan officer. As part of the application process, information is gathered concerning income, employment, and credit history of the applicant. Residential mortgage loans generally are made on the basis of the borrower’s ability to make payments from employment and other income and are secured by real estate whose value tends to be readily ascertainable. In addition to the Bank’s underwriting standards, loan quality may be analyzed based on guidelines issued by a secondary market investor. The valuation of residential collateral is generally provided by independent fee appraisers who have been approved by the Board Loan Committee. In addition to originating mortgage loans with the intent to sell to correspondent lenders or broker to wholesale lenders, the Bank also originates and retains certain mortgage loans in its loan portfolio.

Commercial Real Estate Lending

Commercial real estate loans are secured by various types of commercial real estate typically in the Bank’s market area, including multi-family residential buildings, office and retail buildings, hotels, industrial buildings, and religious facilities. Commercial real estate loan originations are primarily obtained through direct solicitation of customers and potential customers. The valuation of commercial real estate collateral is provided by independent appraisers who have been approved by the Board Loan Committee. Commercial real estate lending entails significant additional risk, compared with residential mortgage lending. Commercial real estate loans typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. Additionally, the payment experience on loans secured by income producing properties is typically dependent on the successful operation of a business or a real estate project and thus may be subject, to a greater extent, to adverse conditions in the real estate market or in the economy in general. The Bank’s commercial real estate loan underwriting criteria require an examination of debt service coverage ratios, the borrower’s creditworthiness, prior credit history, and reputation. The Bank typically requires personal guarantees of the borrowers’ principal owners and considers the valuation of the real estate collateral.

Commercial and Industrial Lending

Commercial and industrial loans generally have a higher degree of risk than loans secured by real estate, but typically have higher yields. Commercial and industrial loans typically are made on the basis of the borrower’s ability to make repayment from cash flow from its business. The loans may be unsecured or secured by business assets, such as accounts receivable, equipment, and inventory. As a result, the availability of funds for the repayment of commercial business loans is substantially dependent on the success of the business itself. Furthermore, any collateral for commercial business loans may depreciate over time and generally cannot be appraised with as much reliability as real estate.

Consumer Lending

Loans to individual borrowers may be secured or unsecured, and include unsecured consumer loans and lines of credit, automobile loans, deposit account loans, and installment and demand loans. These consumer loans may entail greater risk than residential mortgage loans, particularly in the case of consumer loans which are unsecured or secured by rapidly depreciating assets such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss, or depreciation. Consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness, or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.

The underwriting standards employed by the Bank for consumer loans include a determination of the applicant’s payment history on other debts and an assessment of ability to meet existing obligations and payments on a proposed loan. The stability of the applicant’s monthly income may be determined by verification of gross monthly income from primary employment, and additionally from any verifiable secondary income.

Also included in this category are loans purchased through a third-party lending program. These portfolios include consumer loans and carry risks associated with the borrower, changes in the economic environment, and the vendor itself. The Company manages these risks through policies that require minimum credit scores and other underwriting requirements, robust analysis of actual performance versus expected performance, as well as ensuring compliance with the Company's vendor management program.

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Results of Operations

General

Net interest income represents the primary source of earnings for the Company. Net interest income equals the amount by which interest income on interest-earning assets, predominantly loans and securities, exceeds interest expense on interest-bearing liabilities, including deposits, other borrowings, subordinated debt, and junior subordinated debt. Changes in the volume and mix of interest-earning assets and interest-bearing liabilities, as well as their respective yields and rates, are the components that impact the level of net interest income. The net interest margin is calculated by dividing tax-equivalent net interest income by average earning assets. The provision for loan losses, noninterest income, and noninterest expense are the other components that determine net income. Noninterest income and expense primarily consists of income from service charges on deposit accounts, revenue from wealth management services, ATM and check card income, revenue from other customer services, income from bank owned life insurance, general and administrative expenses, amortization expense, and other real estate owned (expense) income.

Net Interest Income

For the three months ended September 30, 2019, net interest income decreased $12 thousand to $7.1 million, compared to the third quarter of 2018. Average earning asset balances increased by 4%, while the net interest margin decreased 15 basis points to 3.87% for the quarter ended September 30, 2019, compared to 4.02% for the same period in 2018. The decrease in the net interest margin resulted from a 19 basis point increase in interest expense as a percent of average earning assets, which was partially offset by a 3 basis point increase in the yield on total earning assets.

The increase in interest expense as a percent of average earning assets was primarily attributable to higher interest rates paid on deposits, which was impacted by higher short-term market rates and competition. Money market accounts and time deposits had the largest impact as their costs increased by 50 basis points and 39 basis points, respectively, when comparing the periods. The higher yield on earning assets was attributable to the change in the earning asset composition, as loans increased from 76% to 79% of average earning assets, while securities decreased from 22% to 19% of average earning assets.

For the nine months ended September 30, 2019, net interest income increased $474 thousand, or 2%, to $20.9 million, compared to $20.5 million for the same period in 2018. The increase resulted from a higher net interest margin and higher average earning asset balances. Average earning asset balances increased 2%, and the net interest margin increased 2 basis points to 3.91% for the nine months ended September 30, 2019, compared to 3.89% for the same period in 2018. The increase in the net interest margin resulted from a 21 basis point increase in the yield on total earning assets, which was partially offset by a 20 basis point increase in interest expense as a percent of average earning assets.

The higher yield on earning assets was attributable to a change in the earning asset composition and an increase in yields on loans and interest-bearing deposits with other institutions. The change in the earning asset composition favorably impacted the yield on average earning assets as loans increased from 74% to 78% of average earning assets, securities decreased from 21% to 19% of average earning assets, and interest-bearing deposits with other institutions decreased from 5% to 3% of average earning assets. The yields on loans and interest-bearing deposits with other institutions benefited from increases in market rates. The 13 basis point increase in the yield on loans had the largest impact on the increase in the yield on earning assets, when comparing the periods.

The increase in interest expense as a percent of average earning assets was primarily attributable to higher interest rates paid on deposits, which was impacted by higher short-term market rates and competition. The cost of interest-bearing checking accounts and money market accounts had the largest impact as their costs increased by 26 basis points and 50 basis points, respectively, when comparing the periods.

41

The following tables show interest income on earning assets and related average yields as well as interest expense on interest-bearing liabilities and related average rates paid for the periods indicated (dollars in thousands):

Average Balances, Income and Expenses, Yields and Rates (Taxable Equivalent Basis)

	Three Months Ended
	September 30, 2019								September 30, 2018
	Average Balance			Interest Income/Expense		Yield/Rate			Average Balance			Interest Income/Expense		Yield/Rate
Assets
Securities:
Taxable	$	108,336		$	645		2.36	%	$	123,878		$	797		2.55	%
Tax-exempt (1)		27,555			200		2.87	%		26,415			197		2.97	%
Restricted		1,786			26		5.93	%		1,590			23		5.84	%
Total securities	$	137,677		$	871		2.51	%	$	151,883		$	1,017		2.66	%
Loans: (2)
Taxable	$	571,105		$	7,392		5.13	%	$	531,234		$	6,875		5.13	%
Tax-exempt (1)		4,139			46		4.47	%		4,749			54		4.52	%
Total loans	$	575,244		$	7,438		5.13	%	$	535,983		$	6,929		5.13	%
Interest-bearing deposits with other institutions		17,944			97		2.15	%		16,028			88		2.18	%
Total earning assets	$	730,865		$	8,406		4.56	%	$	703,894		$	8,034		4.53	%
Less: allowance for loan losses		(4,965	)							(4,934	)
Total non-earning assets		54,476								51,659
Total assets	$	780,376							$	750,619
Liabilities and Shareholders’ Equity
Interest bearing deposits:
Checking	$	161,880		$	352		0.86	%	$	156,170		$	281		0.71	%
Regular savings		104,880			17		0.06	%		122,573			23		0.07	%
Money market accounts		118,144			388		1.30	%		86,852			176		0.80	%
Time deposits:
$100,000 and over		51,752			199		1.52	%		48,487			127		1.04	%
Under $100,000		65,002			131		0.80	%		72,186			95		0.52	%
Brokered		852			2		0.99	%		307			—		0.10	%
Total interest-bearing deposits	$	502,510		$	1,089		0.86	%	$	486,575		$	702		0.57	%
Federal funds purchased		119			1		2.59	%		—			—		—	%
Subordinated debt		4,976			90		7.23	%		4,959			91		7.25	%
Junior subordinated debt		9,279			103		4.43	%		9,279			105		4.51	%
Total interest-bearing liabilities	$	516,884		$	1,283		0.99	%	$	500,813		$	898		0.71	%
Non-interest bearing liabilities
Demand deposits		187,306								185,608
Other liabilities		1,895								1,316
Total liabilities	$	706,085							$	687,737
Shareholders’ equity		74,291								62,882
Total liabilities and Shareholders’ equity	$	780,376							$	750,619
Net interest income				$	7,123							$	7,136
Interest rate spread							3.57	%							3.82	%
Cost of funds							0.72	%							0.52	%
Interest expense as a percent of average earning assets							0.70	%							0.51	%
Net interest margin							3.87	%							4.02	%

(1) Income and yields are reported on a taxable-equivalent basis assuming a federal tax rate of 21%. The tax-equivalent adjustment was $52 and $53 thousand for the three months ended September 30, 2019 and 2018, respectively.

(2) Loans on non-accrual status are reflected in the balances.

	Nine Months Ended
	September 30, 2019								September 30, 2018
	Average Balance			Interest Income/Expense		Yield/Rate			Average Balance			Interest Income/Expense		Yield/Rate
Assets
Securities:
Taxable	$	111,652		$	2,078		2.49	%	$	119,197		$	2,253		2.53	%
Tax-exempt (1)		27,109			598		2.95	%		26,014			578		2.97	%
Restricted		1,726			76		5.93	%		1,584			67		5.68	%
Total securities	$	140,487		$	2,752		2.62	%	$	146,795		$	2,898		2.64	%
Loans: (2)
Taxable	$	556,410		$	21,509		5.17	%	$	521,662		$	19,645		5.03	%
Tax-exempt (1)		4,365			146		4.49	%		4,789			156		4.37	%
Total loans	$	560,775		$	21,655		5.16	%	$	526,451		$	19,801		5.03	%
Interest-bearing deposits with other institutions		20,637			340		2.20	%		34,752			434		1.67	%
Total earning assets	$	721,899		$	24,747		4.58	%	$	707,998		$	23,133		4.37	%
Less: allowance for loan losses		(4,951	)							(5,141	)
Total non-earning assets		53,829								51,999
Total assets	$	770,777							$	754,856
Liabilities and Shareholders’ Equity
Interest bearing deposits:
Checking	$	162,389		$	1,082		0.89	%	$	158,828		$	753		0.63	%
Regular savings		108,332			53		0.07	%		124,080			70		0.08	%
Money market accounts		109,888			1,031		1.25	%		86,992			488		0.75	%
Time deposits:
$100,000 and over		50,497			545		1.44	%		48,591			357		0.98	%
Under $100,000		66,838			347		0.69	%		74,103			288		0.52	%
Brokered		586			4		0.91	%		472			1		0.34	%
Total interest-bearing deposits	$	498,530		$	3,062		0.82	%	$	493,066		$	1,957		0.53	%
Federal funds purchased		41			1		2.59	%		2			—		2.16	%
Subordinated debt		4,972			269		7.23	%		4,954			269		7.26	%
Junior subordinated debt		9,279			322		4.65	%		9,279			292		4.21	%
Other borrowings		55			2		6.21	%		—			—		—	%
Total interest-bearing liabilities	$	512,877		$	3,656		0.95	%	$	507,301		$	2,518		0.66	%
Non-interest bearing liabilities
Demand deposits		184,964								185,330
Other liabilities		1,788								1,377
Total liabilities	$	699,629							$	694,008
Shareholders’ equity		71,148								60,848
Total liabilities and Shareholders’ equity	$	770,777							$	754,856
Net interest income				$	21,091							$	20,615
Interest rate spread							3.63	%							3.71	%
Cost of funds							0.70	%							0.49	%
Interest expense as a percent of average earning assets							0.68	%							0.48	%
Net interest margin							3.91	%							3.89	%

(1) Income and yields are reported on a taxable-equivalent basis assuming a federal tax rate of 21%. The tax-equivalent adjustment was $156 thousand and $154 thousand for the nine months ended September 30, 2019 and 2018, respectively.

(2) Loans on non-accrual status are reflected in the balances.

42

Provision for Loan Losses

The Bank did not record a provision for loan losses during the third quarter of 2019 or 2018, which resulted in a total allowance for loan losses of $4.9 million, or 0.86% of total loans, at September 30, 2019. This compared to an allowance for loan losses of $4.8 million, or 0.89% of total loans, at September 30, 2018. The allowance for loan losses was $5.0 million, or 0.92% of total loans, at December 31, 2018.

For the quarter ended September 30, 2019, the Bank did not record a provision for loan losses as net charge-offs on loans were offset by decreases in the specific and general reserve components of the allowance for loan losses. Net charge-offs totaled $83 thousand for the third quarter of 2019, compared to $238 thousand of net charge-offs for the same period of 2018. The specific reserve decreased during the third quarter, primarily from principal payments received on impaired loans. The decrease in the general reserve resulted from the impact of a decrease in loan balances during the quarter and improvements in the historical loss rate of the loan portfolio, which were partially offset by changes in qualitative adjustments.

A provision for loan losses was not recorded during the third quarter of 2018 as net charge-offs on loans and an increase in the specific reserve component of the allowance for loan losses were offset by a decrease in the general reserve component. The specific reserve increased during the third quarter of 2018, primarily from the addition of newly identified impaired loans for which specific reserves were calculated. The general reserve decreased primarily from improvements in the historical loss rate of the loan portfolio and from changes in qualitative adjustments.

For the nine months ended September 30, 2019, the Bank recorded a provision for loan losses of $200 thousand as net charge-offs on loans and an increase in the general component of the allowance for loan losses were only partially offset by a decrease in the specific reserve component. Net charge-offs totaled $297 thousand for the first nine months of 2019, compared to $625 thousand of net charge-offs for the same period of 2018. The increase in the general reserve resulted primarily from the impact of loan growth during the first nine months of 2019 and changes in qualitative adjustments. The specific reserve decreased from improvements in collateral positions on impaired loans, principal payments received, and the resolution of certain impaired loans.

The Bank recorded a provision for loan losses of $100 thousand for the nine months ended September 30, 2018 as net charge-offs on loans and an increase in the specific reserve component of the allowance for loan losses were only partially offset by a decrease in the general reserve component. The increased net charge-offs during the first nine months of 2018 was comprised primarily of charge-offs on consumer loans. The specific reserve increased during the period, primarily from the addition of newly identified impaired loans for which specific reserves were calculated. The general reserve decreased primarily from improvements in the historical loss rate of the loan portfolio and from changes in qualitative adjustments.

Noninterest Income

Noninterest income increased $13 thousand, or 1%, to $2.2 million for the three months ended September 30, 2019, compared to the same period in 2018. The increase in noninterest income was primarily attributable to a $46 thousand, or 9%, increase in ATM and check card fees, a $54 thousand, or 13%, increase in wealth management fees, a $34 thousand, or 24%, increase in fees for other customer services, and a $24 thousand, or 22%, increase in income from bank owned life insurance, when comparing the periods. The increase in ATM and check card fees was primarily attributable to an increase in customer check card transactions. The increase in wealth management fees resulted primarily from higher balances of assets under management during the third quarter of 2019 compared to the same period one year ago. Assets under management increased as a result of new business relationships and market growth. The increase in fees for other customer services was primarily attributable to increased fee income for brokered mortgage loans. The increase in income from bank owned life insurance was primarily attributable to the purchase of additional policies in 2019. These increases were partially offset by a $61 thousand, or 7%, decrease in service charges on deposit accounts and a $79 thousand decrease in other operating income. The decrease in service charges on deposit accounts was a result of lower overdraft revenue. The decrease in other operating income was primarily attributable to revenue earned during the prior year from a settlement and release agreement related to brokerage services, which is no longer being earned in the current year.

For the nine months ended September 30, 2019, noninterest income decreased $667 thousand, or 10%, to $6.2 million, compared to $6.9 million for the same period in 2018. The decrease in noninterest income was primarily attributable to a $191 thousand, or 8%, decrease in service charges on deposit accounts, a $410 thousand decrease in income from bank owned life insurance, and a $337 thousand decrease in other operating income. The decrease in service charges on deposit accounts was a result of lower overdraft revenue. The decrease in income from bank owned life insurance resulted primarily from $469 thousand of life insurance benefits recorded during the first quarter of 2018 due to the death of an employee. The decrease in other operating income was primarily attributable to revenue earned during the prior year from a settlement and release agreement related to brokerage services. Other operating income also decreased as a result of the termination of the pension plan and the subsequent distribution of plan assets in the prior year, which resulted in a one-time increase in other operating income of $126 thousand during the first quarter of 2018. These decreases were partially offset by a $62 thousand, or 4%, increase in ATM and check card fees, a $133 thousand, or 11%, increase in wealth management fees, and a $58 thousand, or 13%, increase in fees for other customer services, when comparing the periods. The increase in ATM and check card fees was primarily attributable to an increase in customer check card transactions. The increase in wealth management fees resulted primarily from higher balances of assets under management during the first nine months of 2019 compared to the same period one year ago. Assets under management increased as a result of new business relationships and market growth. The increase in fees for other customer services was primarily attributable to increased fee income from letters of credit.

Noninterest Expense

Noninterest expense increased $236 thousand, or 4%, to $6.2 million for the quarter ended September 30, 2019, compared to $6.0 million for the same period in 2018. The increase in noninterest expense was primarily attributable to a $185 thousand, or 5%, increase in salaries and employee benefits, a $20 thousand, or 16%, increase in marketing expense, an $18 thousand, or 15%, increase in bank franchise tax, and an $86 thousand, or 16%, increase in other operating expense. The increase in salaries and employee benefits resulted primarily from annual increases to employee salaries and expense associated with the supplemental executive retirement plans entered into during 2019. The increases in salaries and employee benefits were partially offset by a decrease in accrued bonuses. Marketing expense increased primarily from advertising expenses related to strategic initiatives. The increase in bank franchise tax was primarily attributable to an increase in the Bank's taxable capital compared to the prior year. The increase in other operating expense was primarily attributable to an increase in fraud losses on ATM and debit card transactions. These increases were partially offset by an $84 thousand decrease in FDIC assessment and a $37 thousand, or 34%, decrease in amortization expense. The decrease in FDIC assessment was primarily attributable to small bank assessment credits received and lower assessment rates. Amortization expense continued to decrease as a result of the accelerated amortization method of core deposit intangibles.

For the nine months ended September 30, 2019, noninterest expense increased $834 thousand, or 5%, to $18.5 million, compared to $17.7 million for the same period in 2018. The increase in noninterest expense was primarily attributable to a $393 thousand, or 4%, increase in salaries and employee benefits, a $130 thousand, or 33%, increase in marketing expense, a $132 thousand, or 21%, increase in legal and professional fees, and a $208 thousand, or 13%, increase in other operating expense. The increase in salaries and employee benefits resulted primarily from annual increases to employee salaries and expense associated with the supplemental executive retirement plans entered into during 2019. The increases in salaries and employee benefits were partially offset by a decrease in accrued bonuses. Marketing expense increased primarily from advertising expenses related to strategic initiatives. The increase in legal and professional fees resulted primarily from legal costs related to certain corporate initiatives, an increase in investment advisory expense of the wealth management department, and consulting expenses for bank compliance testing and the implementation of new accounting standards. The increase in investment advisory expense correlated with the increase in wealth management revenue when comparing the periods. The increase in other operating expense was primarily attributable to an increase in fraud losses on ATM and debit card transactions, additional costs of listing the Company's common stock on the Nasdaq Capital Market stock exchange, and higher education and training expenses. These increases were partially offset by a $128 thousand, or 57%, decrease in FDIC assessment and an $118 thousand, or 33%, decrease in amortization expense. The decrease in FDIC assessment was primarily attributable to small bank assessment credits received and lower assessment rates. Amortization expense continued to decrease as a result of the accelerated amortization method of core deposit intangibles.

Income Taxes

Income tax expense decreased by $52 thousand for the third quarter of 2019 and decreased by $153 thousand for the nine months ended September 30, 2019, compared to the same periods one year ago. The Company’s income tax expense differed from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income for the three and nine months ended September 30, 2019 and 2018. The difference was a result of net permanent tax deductions, primarily comprised of tax-exempt interest income and income from bank owned life insurance. A more detailed discussion of the Company’s tax calculation is contained in Note 11 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

43

Financial Condition

General

Total assets increased by $24.2 million to $777.2 million at September 30, 2019, compared to $753.0 million at December 31, 2018. The increase was primarily attributable to a $28.5 million increase in net loans, which was partially offset by a $10.4 million decrease in securities.

At September 30, 2019, total liabilities increased by $15.6 million to $701.9 million, compared to $686.3 million at December 31, 2018. The increase was primarily attributable to a $15.1 million increase in total deposits. The increase in total deposits resulted primarily from a $7.8 million increase in noninterest-bearing demand deposits and a $6.7 million increase in savings and interest-bearing deposits.

Total shareholders' equity increased by $8.6 million to $75.3 million at September 30, 2019, compared to $66.7 million at December 31, 2018. The Company's capital ratios continue to exceed the minimum capital requirements for regulatory purposes.

Loans

Loans, net of the allowance for loan losses, increased $28.5 million to $566.3 million at September 30, 2019, compared to $537.8 million at December 31, 2018. Commercial real estate loans increased by $13.5 million during the first nine months of 2019, followed by residential real estate loans and commercial and industrial loans that increased by $10.9 million and $6.0 million, respectively. These increases were partially offset by consumer loans and construction loans that decreased by $1.3 million and $674 thousand, respectively.

The Company, through its banking subsidiary, grants mortgage, commercial, and consumer loans to customers. The Bank segments its loan portfolio into real estate loans, commercial and industrial loans, and consumer and other loans. Real estate loans are further divided into the following classes: Construction and Land Development; 1-4 Family Residential; and Other Real Estate Loans. Descriptions of the Company’s loan classes are as follows:

Real Estate Loans – Construction and Land Development: The Company originates construction loans for the acquisition and development of land and construction of commercial buildings, condominiums, townhomes, and one-to-four family residences.

Real Estate Loans – 1-4 Family: This class of loans includes loans secured by one-to-four family homes. In addition to traditional residential mortgage loans secured by a first or junior lien on the property, the Bank offers home equity lines of credit.

Real Estate Loans – Other: This loan class consists primarily of loans secured by various types of commercial real estate typically in the Bank’s market area, including multi-family residential buildings, office and retail buildings, industrial and warehouse buildings, hotels, and religious facilities.

Commercial and Industrial Loans: Commercial loans may be unsecured or secured with non-real estate commercial property. The Company's banking subsidiary makes commercial loans to businesses located within its market area and also to businesses outside of its market area through loan participations with other financial institutions.

Consumer and Other Loans: Consumer loans include all loans made to individuals for consumer or personal purposes. They include new and used automobile loans, unsecured loans, and lines of credit. The Company's banking subsidiary makes consumer loans to individuals located within its market area and also to individuals outside of its market through the purchase of loans from another financial institution.

A substantial portion of the loan portfolio is represented by residential and commercial loans secured by real estate throughout the Bank's market area. The ability of the Bank’s debtors to honor their contracts may be impacted by the real estate and general economic conditions in this area.

44

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances less the allowance for loan losses and any deferred fees or costs on originated loans. Interest income is accrued and credited to income based on the unpaid principal balance. Loan origination fees, net of certain origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.

A loan’s past due status is based on the contractual due date of the most delinquent payment due. Loans are generally placed on non-accrual status when the collection of principal or interest is 90 days or more past due, or earlier, if collection is uncertain based on an evaluation of the net realizable value of the collateral and the financial strength of the borrower. Loans greater than 90 days past due may remain on accrual status if management determines it has adequate collateral to cover the principal and interest. Loans greater than 90 days past due and still accruing totaled $113 thousand at September 30, 2019, compared to $235 thousand at December 31, 2018. For those loans that are carried on non-accrual status, payments are first applied to principal outstanding. A loan may be returned to accrual status if the borrower has demonstrated a sustained period of repayment performance in accordance with the contractual terms of the loan and there is reasonable assurance the borrower will continue to make payments as agreed. These policies are applied consistently across the loan portfolio.

All interest accrued but not collected for loans that are placed on non-accrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. When a loan is returned to accrual status, interest income is recognized based on the new effective yield to maturity of the loan.

Any unsecured loan that is deemed uncollectible is charged-off in full. Any secured loan that is considered by management to be uncollectible is partially charged-off and carried at the fair value of the collateral less estimated selling costs. This charge-off policy applies to all loan segments.

Impaired Loans

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all 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 (net of selling costs), and the probability of collecting scheduled principal and interest payments when due. Additionally, management generally evaluates substandard and doubtful loans greater than $250 thousand for impairment. 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 market value of the collateral, net of selling costs, if the loan is collateral dependent. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company typically does not separately identify individual consumer, residential, and certain small commercial loans that are less than $250 thousand for impairment disclosures, except for troubled debt restructurings (TDRs) as noted below. The recorded investment in impaired loans totaled $1.6 million and $3.4 million at September 30, 2019 and December 31, 2018, respectively.

Troubled Debt Restructurings (TDR)

In situations where, for economic or legal reasons related to a borrower’s financial condition, management grants a concession to the borrower that it would not otherwise consider, the related loan is classified as a TDR. TDRs are considered impaired loans. Upon designation as a TDR, the Company evaluates the borrower’s payment history, past due status, and ability to make payments based on the revised terms of the loan. If a loan was accruing prior to being modified as a TDR and if the Company concludes that the borrower is able to make such payments, and there are no other factors or circumstances that would cause it to conclude otherwise, the loan will remain on an accruing status. If a loan was on non-accrual status at the time of the TDR, the loan will remain on non-accrual status following the modification and may be returned to accrual status based on the policy for returning loans to accrual status as noted above. There were $371 thousand and $467 thousand in loans classified as TDRs as of September 30, 2019 and December 31, 2018, respectively.

45

Asset Quality

Management classifies non-performing assets as non-accrual loans and OREO. OREO represents real property taken by the Bank when its customers do not meet the contractual obligation of their loans, either through foreclosure or through a deed in lieu thereof from the borrower and properties originally acquired for branch operations or expansion but no longer intended to be used for that purpose. OREO is recorded at the lower of cost or fair value, less estimated selling costs, and is marketed by the Bank through brokerage channels. The Bank did not have any assets classified as OREO at September 30, 2019 or December 31, 2018.

Non-performing assets totaled $1.6 million at September 30, 2019 and $3.2 million at December 31, 2018, representing 0.20% and 0.42% of total assets, respectively. Non-performing assets consisted only of non-accrual loans at September 30, 2019 and December 31, 2018.

At September 30, 2019, 44% of non-performing assets were residential real estate loans, 32% were commercial real estate loans, and 24% were construction and land development loans. Non-performing assets could increase due to other loans identified by management as potential problem loans. Other potential problem loans are defined as performing loans that possess certain risks, including the borrower’s ability to pay and the collateral value securing the loan, that management has identified that may result in the loans not being repaid in accordance with their terms. Other potential problem loans totaled $3.8 million and $3.5 million at September 30, 2019 and December 31, 2018, respectively. The amount of other potential problem loans in future periods may be dependent on economic conditions and other factors influencing a customers’ ability to meet their debt requirements.

Loans greater than 90 days past due and still accruing totaled $113 thousand at September 30, 2019, which was comprised of one loan expected to pay all principal and interest amounts contractually due to the Bank and seven purchased consumer loans. Consumer loans purchased at origination are charged-off when they are greater than 120 days past due. Loans that were greater than 90 days past due and still accruing totaled $235 thousand at December 31, 2018.

The allowance for loan losses represents management’s analysis of the existing loan portfolio and related credit risks. The provision for loan losses is based upon management’s current estimate of the amount required to maintain an adequate allowance for loan losses reflective of the risks in the loan portfolio. The allowance for loan losses totaled $4.9 million at September 30, 2019 and $5.0 million at December 31, 2018, representing 0.86% and 0.92% of total loans, respectively. For further discussion regarding the allowance for loan losses, see “Provision for Loan Losses” above.

Recoveries of loan losses of $119 thousand and $71 thousand were recorded in the construction and land development and 1-4 family residential loan classes, respectively, during the nine months ended September 30, 2019. The recovery of loan losses in the construction and land development loan class resulted primarily from net recoveries of loans charged off in prior periods and a decrease in the specific reserve. The decrease in the specific reserve for the construction and land development loan class resulted from improvements in collateral positions on impaired loans and principal payments received. The recovery of loan losses in the 1-4 family residential loan class resulted primarily from a decrease in the specific reserve. The decrease in the specific reserve for the 1-4 family residential loan class resulted from principal payments received and the resolution of certain impaired loans. These recoveries were offset by provision for loan losses totaling $390 thousand in the other real estate, commercial and industrial, and consumer and other loan classes. For more detailed information regarding the provision for loan losses, see Note 4 to the Consolidated Financial Statements.

Impaired loans totaled $1.6 million and $3.4 million at September 30, 2019 and December 31, 2018, respectively. The related allowance for loan losses provided for these loans totaled $74 thousand and $243 thousand at September 30, 2019 and December 31, 2018, respectively. The average recorded investment in impaired loans during the nine months ended September 30, 2019 and the year ended December 31, 2018 was $2.1 million and $3.5 million, respectively. Included in the impaired loans total are loans classified as TDRs totaling $371 thousand and $467 thousand at September 30, 2019 and December 31, 2018, respectively. Loans classified as TDRs represent situations in which a modification to the contractual interest rate or repayment structure has been granted to address a financial hardship. As of September 30, 2019, none of these TDRs were performing under the restructured terms and all were considered non-performing assets.

Management believes, based upon its review and analysis, that the Bank has sufficient reserves to cover losses inherent within the loan portfolio. For each period presented, the provision for loan losses charged to expense was based on management’s judgment after taking into consideration all factors connected with the collectability of the existing portfolio. Management considers economic conditions, historical loss factors, past due percentages, internally generated loan quality reports, and other relevant factors when evaluating the loan portfolio. There can be no assurance, however, that an additional provision for loan losses will not be required in the future, including as a result of changes in the qualitative factors underlying management’s estimates and judgments, changes in accounting standards, adverse developments in the economy, on a national basis or in the Company’s market area, loan growth, or changes in the circumstances of particular borrowers. For further discussion regarding the allowance for loan losses, see “Critical Accounting Policies” above.

46

Securities

The securities portfolio plays a primary role in the management of the Company’s interest rate sensitivity and serves as a source of liquidity. The portfolio is used as needed to meet collateral requirements, such as those related to secure public deposits and balances with the Reserve Bank. The investment portfolio consists of held to maturity, available for sale, and restricted securities. Securities are classified as available for sale or held to maturity based on the Company’s investment strategy and management’s assessment of the intent and ability to hold the securities until maturity. Management determines the appropriate classification of securities at the time of purchase. If management has the intent and the Company has the ability at the time of purchase to hold the investment securities to maturity, they are classified as investment securities held to maturity and are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts using the interest method. Investment securities which the Company may not hold to maturity are classified as investment securities available for sale, as management has the intent and ability to hold such investment securities for an indefinite period of time, but not necessarily to maturity. Securities available for sale may be sold in response to changes in market interest rates, changes in prepayment risk, increases in loan demand, general liquidity needs and other similar factors and are carried at estimated fair value. Restricted securities, including Federal Home Loan Bank, Federal Reserve Bank, and Community Bankers’ Bank stock, are generally viewed as long-term investments because there is minimal market for the stock and are carried at cost.

Securities at September 30, 2019 totaled $134.6 million, a decrease of $10.4 million, or 7%, from $145.0 million at December 31, 2018. Investment securities are comprised of U.S. agency and mortgage-backed securities, obligations of state and political subdivisions, corporate debt securities, and restricted securities. As of September 30, 2019, neither the Company nor the Bank held any derivative financial instruments in their respective investment security portfolios. Gross unrealized gains in the available for sale portfolio totaled $1.6 million and $75 thousand at September 30, 2019 and December 31, 2018, respectively. Gross unrealized losses in the available for sale portfolio totaled $185 thousand and $2.4 million at September 30, 2019 and December 31, 2018, respectively. Gross unrealized gains in the held to maturity portfolio totaled $108 thousand and $29 thousand at September 30, 2019 and December 31, 2018, respectively. Gross unrealized losses in the held to maturity portfolio totaled $71 thousand and $1.0 million at September 30, 2019 and December 31, 2018, respectively. Investments in an unrealized loss position were considered temporarily impaired at September 30, 2019 and December 31, 2018. The change in the unrealized gains and losses of investment securities from December 31, 2018 to September 30, 2019 was related to changes in market interest rates and was not related to credit concerns of the issuers.

Deposits

At September 30, 2019, deposits totaled $685.6 million, an increase of $15.1 million, from $670.6 million at December 31, 2018. There was a slight change in the deposit mix when comparing the periods. At September 30, 2019, noninterest-bearing demand deposits, savings and interest-bearing demand deposits, and time deposits composed 28%, 55%, and 17% of total deposits, respectively, compared to 27%, 55%, and 18% at December 31, 2018.

Liquidity

Liquidity represents the ability to meet present and future financial obligations through either the sale or maturity of existing assets or with borrowings from correspondent banks or other deposit markets. The Company classifies cash, interest-bearing and noninterest-bearing deposits with banks, federal funds sold, investment securities, and loans maturing within one year as liquid assets. As part of the Bank’s liquidity risk management, stress tests and cash flow modeling are performed quarterly.

As a result of the Bank’s management of liquid assets and the ability to generate liquidity through liability funding, management believes that the Bank maintains overall liquidity sufficient to satisfy its depositors’ requirements and to meet its customers’ borrowing needs.

At September 30, 2019, cash, interest-bearing and noninterest-bearing deposits with banks, securities, and loans maturing within one year totaled $113.6 million. At September 30, 2019, 14% or $80.8 million of the loan portfolio matures within one year. Non-deposit sources of available funds totaled $212.4 million at September 30, 2019, which included $138.9 million available from Federal Home Loan Bank of Atlanta (FHLB), $61.0 million of unsecured federal funds lines of credit with other correspondent banks, and $12.5 million available through the Federal Reserve Discount Window.

47

Capital Resources

The adequacy of the Company’s capital is reviewed by management on an ongoing basis with reference to the size, composition, and quality of the Company’s asset and liability levels and consistent with regulatory requirements and industry standards. Management seeks to maintain a capital structure that will assure an adequate level of capital to support anticipated asset growth and absorb potential losses. The Company meets eligibility criteria of a small bank holding company in accordance with the Federal Reserve Board’s Small Bank Holding Company Policy Statement, and is not obligated to report consolidated regulatory capital.

Effective January 1, 2015, the Bank became subject to new capital rules adopted by federal bank regulators implementing the Basel III regulatory capital reforms adopted by the Basel Committee on Banking Supervision (the Basel Committee), and certain changes required by the Dodd-Frank Act.

The minimum capital level requirements applicable to the Bank under the final rules are as follows: a new common equity Tier 1 capital ratio of 4.5%; a Tier 1 capital ratio of 6%; a total capital ratio of 8%; and a Tier 1 leverage ratio of 4% for all institutions. The final rules also established a “capital conservation buffer” above the new regulatory minimum capital requirements. The capital conservation buffer was phased-in over four years and, as fully implemented on January 1, 2019, requires a buffer of 2.5% of risk-weighted assets. This results in the following minimum capital ratios beginning in 2019: a common equity Tier 1 capital ratio of 7.0%, a Tier 1 capital ratio of 8.5%, and a total capital ratio of 10.5%. Under the final rules, institutions are subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions. Management believes, as of September 30, 2019 and December 31, 2018, that the Bank met all capital adequacy requirements to which it is subject, including the capital conservation buffer.

The following table shows the Bank’s regulatory capital ratios at September 30, 2019:

	First Bank
Total capital to risk-weighted assets		14.57	%
Tier 1 capital to risk-weighted assets		13.71	%
Common equity Tier 1 capital to risk-weighted assets		13.71	%
Tier 1 capital to average assets		10.09	%
Capital conservation buffer ratio(1)		6.57	%

(1) Calculated by subtracting the regulatory minimum capital ratio requirements from the Company’s actual ratio for Common equity Tier 1, Tier 1, and Total risk based capital. The lowest of the three measures represents the Bank’s capital conservation buffer ratio.

The prompt corrective action framework is designed to place restrictions on insured depository institutions if their capital levels begin to show signs of weakness. Under the prompt corrective action requirements, which are designed to complement the capital conservation buffer, insured depository institutions are required to meet the following capital level requirements in order to qualify as “well capitalized:” a common equity Tier 1 capital ratio of 6.5%; a Tier 1 capital ratio of 8%; a total capital ratio of 10%; and a Tier 1 leverage ratio of 5%. The Bank met the requirements to qualify as "well capitalized" as of September 30, 2019 and December 31, 2018.

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 (i.e., 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%, 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 is currently evaluating whether to opt into the CBLR framework.

Contractual Obligations

There have been no material changes outside the ordinary course of business to the contractual obligations disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

48

Off-Balance Sheet Arrangements

The Company, through the Bank, is a party to credit related financial instruments with risk not reflected in the consolidated financial statements in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit, and commercial letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Bank’s exposure to credit loss is represented by the contractual amount of these commitments. The Bank follows the same credit policies in making commitments as it does for on-balance sheet instruments.

Commitments to extend credit, which amounted to $93.8 million at September 30, 2019, and $91.1 million at December 31, 2018, are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Bank, is based on management’s credit evaluation of the customer.

Unfunded commitments under commercial lines of credit, revolving credit lines, and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines of credit are collateralized as deemed necessary and may or may not be drawn upon to the total extent to which the Bank is committed.

Commercial and standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. Essentially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank generally holds collateral supporting those commitments if deemed necessary. At September 30, 2019 and December 31, 2018, the Bank had $10.4 million and $9.9 million in outstanding standby letters of credit, respectively.

At September 30, 2019, the Bank had $9.2 million in locked-rate commitments to originate mortgage loans. Risks arise from the possible inability of counterparties to meet the terms of their contracts. The Bank does not expect any counterparty to fail to meet its obligations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods required by the SEC and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2019 was carried out under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer. Based on and as of the date of such evaluation, the aforementioned officers concluded that the Company’s disclosure controls and procedures were effective.

The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation of it that occurred during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

49

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company is a party or to which the property of the Company is subject.

Item 1A. Risk Factors

There were no material changes to the Company’s risk factors as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2018.

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

None

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

50

Item 6. Exhibits

The following documents are attached hereto as Exhibits:

31.1	Certification of Chief Executive Officer, Section 302 Certification.
31.2	Certification of Chief Financial Officer, Section 302 Certification.
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
101	The following materials from First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements.

51

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FIRST NATIONAL CORPORATION
(Registrant)
/s/ Scott C. Harvard	November 8, 2019
Scott C. Harvard	Date
President and Chief Executive Officer
/s/ M. Shane Bell	November 8, 2019
M. Shane Bell	Date
Executive Vice President and Chief Financial Officer

52

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

SECTION 302 CERTIFICATION

I, Scott C. Harvard, certify that:

1. I have reviewed this quarterly report on Form 10-Q of First National Corporation for the period ended September 30, 2019;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 8, 2019	/s/ Scott C. Harvard
Date	Scott C. Harvard
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

SECTION 302 CERTIFICATION

I, M. Shane Bell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of First National Corporation for the period ended September 30, 2019;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 8, 2019	/s/ M. Shane Bell
Date	M. Shane Bell
	Executive Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Form 10-Q of First National Corporation for the period ended September 30, 2019, I, Scott C. Harvard, President and Chief Executive Officer of First National Corporation, hereby certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) such Form 10-Q for the period ended September 30, 2019, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in such Form 10-Q for the period ended September 30, 2019, fairly presents, in all material respects, the financial condition and results of operations of First National Corporation.

November 8, 2019	/s/ Scott C. Harvard
Date	Scott C. Harvard
	President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Form 10-Q of First National Corporation for the period ended September 30, 2019, I, M. Shane Bell, Executive Vice President and Chief Financial Officer of First National Corporation, hereby certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) such Form 10-Q for the period ended September 30, 2019, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in such Form 10-Q for the period ended September 30, 2019, fairly presents, in all material respects, the financial condition and results of operations of First National Corporation.

November 8, 2019	/s/ M. Shane Bell
Date	M. Shane Bell
	Executive Vice President and Chief Financial Officer

XML

Note 16 - Leases (Details Textual) $ in Thousands	Sep. 30, 2019 USD ($)	Jan. 01, 2019 USD ($)
Cumulative Effect of New Accounting Principle in Period of Adoption		$ 0
Operating Lease, Right-of-Use Asset	$ 298
Number of Leases	6
Operating Lease, Liability, Total	$ 296
Leases With Option to Extend the Lease [Member]
Number of Leases	5
Accounting Standards Update 2016-02 [Member]
Operating Lease, Right-of-Use Asset		390
Operating Lease, Liability, Total		$ 390

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 08, 2019
Document Information [Line Items]
Entity Registrant Name	FIRST NATIONAL CORP /VA/
Entity Central Index Key	0000719402
Trading Symbol	fxnc
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Common Stock, Shares Outstanding (in shares)		4,968,277
Entity Shell Company	false
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Amendment Flag	false
Title of 12(b) Security	Common Stock

XML

Note 5 - Other Real Estate Owned (OREO) - Changes in the balance for OREO (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Balance at the beginning of year, gross		$ 326
Transfers in		68
Sales proceeds		(416)
Gain on disposition		22
Balance at the end of period, gross
Less: valuation allowance
Balance at the end of period, net

XML

Note 8 - Subordinated Debt (Details Textual) - Subordinated Loan Agreement Note [Member] - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018	Oct. 30, 2015
Debt Instrument, Face Amount			$ 5,000
Debt Instrument, Interest Rate, Stated Percentage			6.75%
Unamortized Debt Issuance Expense	$ 22	$ 35

XML

Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Net income	$ 2,493	$ 2,676	$ 6,840	$ 7,814
Other comprehensive income (loss), net of tax,
Unrealized holding gains (losses) on available for sale securities, net of tax $99 and ($139) for the three months and $875 and ($443) for the nine months ended September 30, 2019 and 2018, respectively	375	(521)	3,292	(1,667)
Unrealized holding losses on securities transferred from held to maturity to available for sale, net of tax $0 and $0 for the three months and ($91) and $0 for the nine months ended September 30, 2019 and 2018, respectively			(340)
Pension liability adjustment, net of tax $0 and $0 for the three months and $0 and ($27) for the nine months ended September 30, 2019 and 2018, respectively				(99)
Other comprehensive income (loss)	375	(521)	2,952	(1,766)
Total comprehensive income	$ 2,868	$ 2,155	$ 9,792	$ 6,048

XML

Consolidated Statements of Changes in Shareholders' Equity (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Employee Stock Ownership Plan [Member]
Repurchase of common stock shares (in shares)	1,545		1,545
First National Corporation 2014 Stock Incentive Plan [Member]
Repurchase of common stock shares (in shares)			1,006	1,317
Cash dividends on common stock, per share (in dollars per share)	$ 0.09	$ 0.05	$ 0.27	$ 0.15
Issuance of common stock, dividend reinvestment plan, shares (in shares)	1,498	719	4,232	2,351
Issuance of common stock, stock incentive plan, shares (in shares)	3,500	2,850	8,902	10,189

XML

Note 16 - Leases (Tables)

9 Months Ended

Sep. 30, 2019

Notes Tables

Assets and Liabilities, Lessee [Table Text Block]

	Classification in the Consolidated Balance Sheet	September 30, 2019
Operating lease right-of-use asset	Other assets	$	298
Operating lease liability	Accrued interest payable and other liabilities		296

Lease, Cost [Table Text Block]

	September 30, 2019
Weighted average remaining lease term, in years		2.9
Weighted average discount rate		2.79	%

	Three Months Ended		Nine Months Ended
	September 30, 2019		September 30, 2019
Lease Expense
Operating lease expense	$	33	$	99
Short-term lease expense		1		4
Total lease expense (1)	$	34	$	103
Cash paid for amounts included in lease liability	$	34	$	102

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

	September 30, 2019
Three months ending December 31, 2019	$	34
Twelve months ending December 31, 2020		112
Twelve months ending December 31, 2021		89
Twelve months ending December 31, 2022		65
Twelve months ending December 31, 2023		8
Total undiscounted cash flows	$	308
Less: discount		(12	)
Operating lease liability	$	296

XML

Note 12 - Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2019

Notes Tables

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

			Fair Value Measurements at September 30, 2019
Description	Balance as of September 30, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Securities available for sale
U.S. agency and mortgage-backed securities	$	87,932	$	—	$	87,932	$	—
Obligations of states and political subdivisions		26,636		—		26,636		—
	$	114,568	$	—	$	114,568	$	—

			Fair Value Measurements at December 31, 2018
Description	Balance as of December 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Securities available for sale
U.S. agency and mortgage-backed securities	$	84,922	$	—	$	84,922	$	—
Obligations of states and political subdivisions		14,935		—		14,935		—
	$	99,857	$	—	$	99,857	$	—

Fair Value Measurements, Nonrecurring [Table Text Block]

			Fair Value Measurements at September 30, 2019
Description	Balance as of September 30, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans, net	$	476	$	—	$	—	$	476

			Fair Value Measurements at December 31, 2018
Description	Balance as of December 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans, net	$	391	$	—	$	—	$	391

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]

	Quantitative information about Level 3 Fair Value Measurements for September 30, 2019
	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average)
Impaired loans, net	$	476	Property appraisals	Selling cost		10	%

	Quantitative information about Level 3 Fair Value Measurements for December 31, 2018
	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average)
Impaired loans, net	$	391	Property appraisals	Selling cost		10	%

Fair Value, by Balance Sheet Grouping [Table Text Block]

			Fair Value Measurements at September 30, 2019 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Fair Value
Financial Assets
Cash and short-term investments	$	30,373	$	30,373	$	—	$	—	$	30,373
Securities available for sale		114,568		—		114,568		—		114,568
Securities held to maturity		18,222		—		16,739		1,520		18,259
Restricted securities		1,806		—		1,806		—		1,806
Loans held for sale		1,098		—		1,098		—		1,098
Loans, net		566,341		—		—		573,697		573,697
Bank owned life insurance		17,324		—		17,324		—		17,324
Accrued interest receivable		2,053		—		2,053		—		2,053
Financial Liabilities
Deposits	$	685,621	$	—	$	565,844	$	118,956	$	684,800
Subordinated debt		4,978		—		—		5,335		5,335
Junior subordinated debt		9,279		—		—		9,391		9,391
Accrued interest payable		184		—		184		—		184

			Fair Value Measurements at December 31, 2018 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Fair Value
Financial Assets
Cash and short-term investments	$	28,618	$	28,618	$	—	$	—	$	28,618
Securities available for sale		99,857		—		99,857		—		99,857
Securities held to maturity		43,408		—		40,885		1,509		42,394
Restricted securities		1,688		—		1,688		—		1,688
Loans held for sale		419		—		419		—		419
Loans, net		537,847		—		—		528,643		528,643
Bank owned life insurance		13,991		—		13,991		—		13,991
Accrued interest receivable		2,113		—		2,113		—		2,113
Financial Liabilities
Deposits	$	670,566	$	—	$	551,347	$	117,220	$	668,567
Subordinated debt		4,965		—		—		5,035		5,035
Junior subordinated debt		9,279		—		—		7,952		7,952
Accrued interest payable		139		—		139		—		139

XML

Note 9 - Junior Subordinated Debt

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Debt Disclosure [Text Block]

Note

9.

Junior Subordinated Debt

On

June 

8,

2004,

First National (VA) Statutory Trust II (Trust II), a wholly-owned subsidiary of the Company, was formed for the purpose of issuing redeemable capital securities, commonly known as trust preferred securities. On

June 

17,

2004,

$5.0

million of trust preferred securities were issued through a pooled underwriting. The securities have a LIBOR-indexed floating rate of interest. The interest rate at

September 30, 2019

and

December 31, 2018

was

4.74%

and

5.39%,

respectively. The securities have a mandatory redemption date of

June 

17,

2034,

and were subject to varying call provisions that began

September 

17,

2009.

The principal asset of Trust II is

$5.2

million of the Company’s junior subordinated debt with maturities and interest rates comparable to the trust preferred securities. The Trust’s obligations under the trust preferred securities are fully and unconditionally guaranteed by the Company. The Company is current on its interest payments on the junior subordinated debt.

On

July 

24,

2006,

First National (VA) Statutory Trust III (Trust III), a wholly-owned subsidiary of the Company, was formed for the purpose of issuing redeemable capital securities. On

July 

31,

2006,

$4.0

million of trust preferred securities were issued through a pooled underwriting. The securities have a LIBOR-indexed floating rate of interest. The interest rate at

September 30, 2019

and

December 31, 2018

was

3.92%

and

4.00%,

respectively. The securities have a mandatory redemption date of

October 

1,

2036,

and were subject to varying call provisions that began

October 

1,

2011.

The principal asset of Trust III is

$4.1

million of the Company’s junior subordinated debt with maturities and interest rates comparable to the trust preferred securities. The Trust’s obligations under the trust preferred securities are fully and unconditionally guaranteed by the Company. The Company is current on its interest payments on the junior subordinated debt.

While these securities are debt obligations of the Company, they are included in capital for regulatory capital ratio calculations. Under present regulations, the junior subordinated debt

may

be included in Tier

1

capital for regulatory capital adequacy purposes as long as their amount does

not

exceed

25%

of Tier

1

capital, including total junior subordinated debt. The portion of the junior subordinated debt

not

considered as Tier

1

capital, if any,

may

be included in Tier

2

capital. At

September 30, 2019

and

December 31, 2018

, the total amount of junior subordinated debt issued by the Trusts was included in the Company’s Tier

1

capital. 

XML

Note 1 - General

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

Note

1.

General

The accompanying unaudited consolidated financial statements of First National Corporation (the Company) and its subsidiary, First Bank (the Bank), have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information. Accordingly, they do

not

include all of the information and footnotes required by GAAP. All significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments and reclassifications of a normal and recurring nature considered necessary to present fairly the financial positions at

September 30, 2019

 and

December 31, 2018

, the statements of income and comprehensive income for the

three

and

nine

months ended

September 30, 2019

 and

2018

, the cash flows for the

nine

months ended

September 30, 2019

and

2018

, and the changes in shareholders’ equity for the

three

and 

nine

months ended 

September 30, 2019 

and

2018.

The statements should be read in conjunction with the consolidated financial statements and related notes included in the Annual Report on Form

10

-K for the year ended

December 31, 2018

. 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

.

Adoption of New Accounting Standards

On

January 1, 2019,

the Company adopted ASU

No.

 

2016

-

02,

“Leases (Topic

842

).” Among other things, in the amendments in ASU

2016

-

02,

lessees are required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (

1

) A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and (

2

) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic

606,

Revenue from Contracts with Customers. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach does

not

require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors

may

not

apply a full retrospective transition approach. The FASB made subsequent amendments to Topic

842

through ASU

2018

-

10

(“Codification Improvements to Topic

842,

Leases.”) and ASU

2018

-

11

(“Leases (Topic

842

): Targeted Improvements.”) Among these amendments is the provision in ASU

2018

-

11

that provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic

840,

Leases). The adoption of this standard did

not

have a material effect on the Company's consolidated financial statements. For further information about the Company's leases, see Note

16.

On

January 1, 2019,

the Company adopted ASU

No.

2017

-

08,

"Receivables—Nonrefundable Fees and Other Costs (Subtopic

310

-

20

), Premium Amortization on Purchased Callable Debt Securities.” The amendments in ASU

2017

-

08

shorten the amortization period for certain callable debt securities purchased at a premium. Under the new guidance, premiums on these qualifying callable debt securities are amortized to the earliest call date. Discounts on purchased debt securities continue to be accreted to maturity. The adoption of this standard did

not

have a material effect on the Company's consolidated financial statements and

no

cumulative effect adjustment was recorded.

On

January 1, 2019,

the Company adopted ASU

No.

2017

-

12,

"Derivatives and Hedging (Topic

815

): Targeted Improvements to Accounting for Hedging Activities." The amendments in ASU

2017

-

12

modify the designation and measurement guidance for hedge accounting as well as provide for increased transparency regarding the presentation of economic results on both the financial statements and related footnotes. Certain aspects of hedge effectiveness assessments were simplified upon implementation of this update. The new guidance also provides for a reclassification of certain debt securities from held to maturity to available for sale if the security is eligible to be hedged using the last-of-layer method. Any unrealized gain or loss existing at the time of transfer is recorded in accumulated comprehensive income or loss. As a permitted activity, the reclassification of securities will

not

taint future held to maturity classification so long as the securities transferred are eligible to be hedged under the last-of-layer method. Accordingly, on

January 1, 2019,

the Company reclassified eligible held to maturity securities with amortized costs totaling

$23.4

million as available for sale. The unrealized loss associated with the reclassified securities totaled

$431

thousand and was included in the Company's accumulated other comprehensive income (loss) on the date of reclassification.

Recent Accounting Pronouncements

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 the FASB’s

October 16, 2019

meeting, the Board affirmed its decision to amend the effective date of this ASU for many companies. Public business entities that are SEC filers, excluding those meeting the smaller reporting company definition, will retain the initial required implementation date of fiscal years, and interim periods within those fiscal years, beginning after

December 15, 2019.

All other entities, including the Company, will be required to apply the guidance for fiscal years, and interim periods within those years, beginning after

December 15, 2022.

The Company is currently assessing the impact that ASU

2016

-

13

will have on its consolidated financial statements. The Company has formed a committee to address the compliance requirements of this ASU, which has analyzed gathered data, defined loan pools and segments, and selected methods for applying the concepts included in this ASU. The Company is in the process of testing selected models, building policy and processing documentation, modeling the impact of the ASU on the capital and strategic plans, performing model validation, and finalizing policies and procedures. This guidance

may

result in material changes in the Company's accounting for credit losses of financial instruments.

XML

Note 5 - Other Real Estate Owned (OREO)

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Real Estate Owned [Text Block]

Note

5.

Other Real Estate Owned (OREO)

Changes in the balance for OREO are as follows (in thousands):

	Nine Months Ended		Year Ended
	September 30, 2019		December 31, 2018
Balance at the beginning of year, gross	$	—	$	326
Transfers in		—		68
Sales proceeds		—		(416	)
Gain on disposition		—		22
Balance at the end of period, gross	$	—	$	—
Less: valuation allowance		—		—
Balance at the end of period, net	$	—	$	—

There were

no

residential real estate properties included in the ending OREO balances above at

September 30, 2019

and

December 31, 2018

. The Bank did

not

have any consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process as of

September 30, 2019

.

The Bank did

not

have any expenses applicable to OREO for the

nine

months ended

September 30, 2019

. Net expenses applicable to OREO, other than the provision for losses, were

$2

thousand for the

nine

months ended

September 30, 2018

 and the year ended

December 31, 2018

.

XML

Note 13 - Stock Compensation Plans

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Share-based Payment Arrangement [Text Block]

Note

13.

Stock Compensation Plans

On

May 

13,

2014,

the Company’s shareholders approved the First National Corporation

2014

Stock Incentive Plan, which makes available up to

240,000

shares of common stock for the granting of stock options, restricted stock awards, stock appreciation rights, and other stock-based awards. Awards are made at the discretion of the Board of Directors and compensation cost equal to the fair value of the award is recognized over the vesting period.

Stock Awards

Whenever the Company deems it appropriate to grant a stock award, the recipient receives a specified number of unrestricted shares of employer stock. Stock awards

may

be made by the Company at its discretion without cash consideration and

may

be granted as settlement of a performance-based compensation award.

During the

third

quarter of

2019,

the Company granted and issued

3,500

shares of common stock to members of the Board of Directors for their dedicated service and support. Compensation expense related to stock awards totaled

$67

thousand and

$62

thousand for the 

nine

months ended 

September 30, 2019 

and

2018

, respectively.

Restricted Stock Units

Restricted stock units are an award of units that correspond in number and value to a specified number of shares of employer stock which the recipient receives according to a vesting plan and distribution schedule after achieving required performance milestones or upon remaining with the employer for a particular length of time. Each restricted stock unit that vests entitles the recipient to receive

one

share of common stock on a specified issuance date.

In the

first

quarter of

2019

,

8,692

restricted stock units were granted to employees, with

1,235

units vesting immediately,

2,457

units subject to a

two

year vesting schedule with

one

half of the units vesting each year on the grant date anniversary, and

5,000

units subject to a

five

year vesting schedule will all of the units vesting on the

fifth

anniversary of the grant date. The recipient does

not

have any stockholder rights, including voting, dividend, or liquidation rights, with respect to the shares underlying awarded restricted stock units until vesting has occurred and the recipient becomes the record holder of those shares. The unvested restricted stock units will vest on the established schedule if the employees remain employed by the Company on future vesting dates.

A summary of the activity for the Company’s restricted stock units for the period indicated is presented in the following table:

	Nine Months Ended
	September 30, 2019
	Shares			Weighted Average Grant Date Fair Value
Unvested, beginning of year		7,103		$	17.93
Granted		8,692			19.56
Vested		(5,402	)		17.99
Forfeited		—			—
Unvested, end of period		10,393		$	19.26

At

September 30, 2019

, based on restricted stock unit awards outstanding at that time, the total unrecognized pre-tax compensation expense related to unvested restricted stock unit awards was

$139

thousand. This expense is expected to be recognized through

2024.

Compensation expense related to restricted stock unit awards recognized for the

nine

months ended

September 30, 2019

and

2018

 totaled

$92

thousand and

$108

thousand, respectively.

XML

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

New Accounting Pronouncements, Policy [Policy Text Block]

Adoption of New Accounting Standards

On

January 1, 2019,

the Company adopted ASU

No.

 

2016

-

02,

“Leases (Topic

842

).” Among other things, in the amendments in ASU

2016

-

02,

lessees are required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (

1

) A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and (

2

) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic

606,

Revenue from Contracts with Customers. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach does

not

require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors

may

not

apply a full retrospective transition approach. The FASB made subsequent amendments to Topic

842

through ASU

2018

-

10

(“Codification Improvements to Topic

842,

Leases.”) and ASU

2018

-

11

(“Leases (Topic

842

): Targeted Improvements.”) Among these amendments is the provision in ASU

2018

-

11

that provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic

840,

Leases). The adoption of this standard did

not

have a material effect on the Company's consolidated financial statements. For further information about the Company's leases, see Note

16.

On

January 1, 2019,

the Company adopted ASU

No.

2017

-

08,

"Receivables—Nonrefundable Fees and Other Costs (Subtopic

310

-

20

), Premium Amortization on Purchased Callable Debt Securities.” The amendments in ASU

2017

-

08

shorten the amortization period for certain callable debt securities purchased at a premium. Under the new guidance, premiums on these qualifying callable debt securities are amortized to the earliest call date. Discounts on purchased debt securities continue to be accreted to maturity. The adoption of this standard did

not

have a material effect on the Company's consolidated financial statements and

no

cumulative effect adjustment was recorded.

On

January 1, 2019,

the Company adopted ASU

No.

2017

-

12,

"Derivatives and Hedging (Topic

815

): Targeted Improvements to Accounting for Hedging Activities." The amendments in ASU

2017

-

12

modify the designation and measurement guidance for hedge accounting as well as provide for increased transparency regarding the presentation of economic results on both the financial statements and related footnotes. Certain aspects of hedge effectiveness assessments were simplified upon implementation of this update. The new guidance also provides for a reclassification of certain debt securities from held to maturity to available for sale if the security is eligible to be hedged using the last-of-layer method. Any unrealized gain or loss existing at the time of transfer is recorded in accumulated comprehensive income or loss. As a permitted activity, the reclassification of securities will

not

taint future held to maturity classification so long as the securities transferred are eligible to be hedged under the last-of-layer method. Accordingly, on

January 1, 2019,

the Company reclassified eligible held to maturity securities with amortized costs totaling

$23.4

million as available for sale. The unrealized loss associated with the reclassified securities totaled

$431

thousand and was included in the Company's accumulated other comprehensive income (loss) on the date of reclassification.

Recent Accounting Pronouncements

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 the FASB’s

October 16, 2019

meeting, the Board affirmed its decision to amend the effective date of this ASU for many companies. Public business entities that are SEC filers, excluding those meeting the smaller reporting company definition, will retain the initial required implementation date of fiscal years, and interim periods within those fiscal years, beginning after

December 15, 2019.

All other entities, including the Company, will be required to apply the guidance for fiscal years, and interim periods within those years, beginning after

December 15, 2022.

The Company is currently assessing the impact that ASU

2016

-

13

will have on its consolidated financial statements. The Company has formed a committee to address the compliance requirements of this ASU, which has analyzed gathered data, defined loan pools and segments, and selected methods for applying the concepts included in this ASU. The Company is in the process of testing selected models, building policy and processing documentation, modeling the impact of the ASU on the capital and strategic plans, performing model validation, and finalizing policies and procedures. This guidance

may

result in material changes in the Company's accounting for credit losses of financial instruments.

XML

Note 14 - Accumulated Other Comprehensive Income (Loss) - Changes in Each Component of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019		Sep. 30, 2018
Balance	$ 72,809	$ 61,648	$ 66,674	[1]	$ 58,154
Unrealized holding losses (net of tax, ($443))	375	(521)	3,292		(1,667)
Pension liability adjustment (net of tax, ($27))					(99)
Change during period	375	(521)	2,952		(1,766)
Unrealized holding losses transferred from held to maturity to available for sale (net of tax, ($91))			(340)
Balance	75,316	63,651	75,316		63,651
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-sale, Parent [Member]
Balance			(1,808)		(1,057)
Unrealized holding losses (net of tax, ($443))			3,292		(1,667)
Pension liability adjustment (net of tax, ($27))
Change during period			2,952		(1,667)
Unrealized holding losses transferred from held to maturity to available for sale (net of tax, ($91))			(340)
Balance	1,144	(2,724)	1,144		(2,724)
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]
Balance					99
Unrealized holding losses (net of tax, ($443))
Pension liability adjustment (net of tax, ($27))					(99)
Change during period					(99)
Unrealized holding losses transferred from held to maturity to available for sale (net of tax, ($91))
Balance
AOCI Attributable to Parent [Member]
Balance	769	(2,203)	(1,808)		(958)
Unrealized holding losses (net of tax, ($443))			3,292		(1,667)
Pension liability adjustment (net of tax, ($27))					(99)
Change during period	375	(521)	2,952		(1,766)
Unrealized holding losses transferred from held to maturity to available for sale (net of tax, ($91))			(340)
Balance	$ 1,144	$ (2,724)	$ 1,144		$ (2,724)

[1] Derived from audited consolidated financial statements.

XML

Note 12 - Fair Value Measurements (Details Textual) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Loans Held for Sale [Member] | Fair Value, Nonrecurring [Member]
Assets, Fair Value Adjustment	$ 0	$ 0

XML

Note 12 - Fair Value Measurements - Carrying Values and Estimated Values of Financial Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Financial Assets
Debt Securities, Available-for-sale, Total	$ 114,568	$ 99,857	[1]
Debt Securities, Held-to-maturity, Total	18,222
Restricted securities	1,806	1,688	[1]
Bank owned life insurance	17,324	13,991	[1]
Reported Value Measurement [Member]
Financial Assets
Cash and short-term investments	30,373	28,618
Debt Securities, Available-for-sale, Total	114,568	99,857
Debt Securities, Held-to-maturity, Total	18,222	43,408
Restricted securities	1,806	1,688
Loans held for sale	1,098	419
Loans, net	566,341	537,847
Bank owned life insurance	17,324	13,991
Accrued interest receivable	2,053	2,113
Financial Liabilities
Deposits	685,621	670,566
Subordinated debt	4,978	4,965
Junior subordinated debt	9,279	9,279
Accrued interest payable	184	139
Estimate of Fair Value Measurement [Member]
Financial Assets
Cash and short-term investments	30,373	28,618
Debt Securities, Available-for-sale, Total	114,568	99,857
Debt Securities, Held-to-maturity, Total	18,259	42,394
Restricted securities	1,806	1,688
Loans held for sale	1,098	419
Loans, net	573,697	528,643
Bank owned life insurance	17,324	13,991
Accrued interest receivable	2,053	2,113
Financial Liabilities
Deposits	684,800	668,567
Subordinated debt	5,335	5,035
Junior subordinated debt	9,391	7,952
Accrued interest payable	184	139
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member]
Financial Assets
Cash and short-term investments	30,373	28,618
Debt Securities, Available-for-sale, Total
Debt Securities, Held-to-maturity, Total
Restricted securities
Loans held for sale
Loans, net
Bank owned life insurance
Accrued interest receivable
Financial Liabilities
Deposits
Subordinated debt
Junior subordinated debt
Accrued interest payable
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member]
Financial Assets
Cash and short-term investments
Debt Securities, Available-for-sale, Total	114,568	99,857
Debt Securities, Held-to-maturity, Total	16,739	40,885
Restricted securities	1,806	1,688
Loans held for sale	1,098	419
Loans, net
Bank owned life insurance	17,324	13,991
Accrued interest receivable	2,053	2,113
Financial Liabilities
Deposits	565,844	551,347
Subordinated debt
Junior subordinated debt
Accrued interest payable	184	139
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member]
Financial Assets
Cash and short-term investments
Debt Securities, Available-for-sale, Total
Debt Securities, Held-to-maturity, Total	1,520	1,509
Restricted securities
Loans held for sale
Loans, net	573,697	528,643
Bank owned life insurance
Accrued interest receivable
Financial Liabilities
Deposits	118,956	117,220
Subordinated debt	5,335	5,035
Junior subordinated debt	9,391	7,952
Accrued interest payable

[1] Derived from audited consolidated financial statements.

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Note 3 - Loans - Analysis of the Credit Risk Profile of Each Loan Class (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018
Loans	$ 571,253	$ 542,856	$ 539,821
Pass [Member]
Loans	564,471	534,083
Special Mention [Member]
Loans	1,458	2,078
Substandard [Member]
Loans	5,324	6,695
Doubtful [Member]
Loans
Real Estate 1 [Member] | Construction and Land Development [Member]
Loans	45,193	45,867	42,982
Real Estate 1 [Member] | Construction and Land Development [Member] | Pass [Member]
Loans	44,575	45,054
Real Estate 1 [Member] | Construction and Land Development [Member] | Special Mention [Member]
Loans	79	235
Real Estate 1 [Member] | Construction and Land Development [Member] | Substandard [Member]
Loans	539	578
Real Estate 1 [Member] | Construction and Land Development [Member] | Doubtful [Member]
Loans
Real Estate 1 [Member] | Secured by Multi-family Residential Properties [Member]
Loans	226,828	215,945	211,938
Real Estate 1 [Member] | Secured by Multi-family Residential Properties [Member] | Pass [Member]
Loans	225,349	214,089
Real Estate 1 [Member] | Secured by Multi-family Residential Properties [Member] | Special Mention [Member]
Loans	529	924
Real Estate 1 [Member] | Secured by Multi-family Residential Properties [Member] | Substandard [Member]
Loans	950	932
Real Estate 1 [Member] | Secured by Multi-family Residential Properties [Member] | Doubtful [Member]
Loans
Real Estate 1 [Member] | Other Real Estate Loans [Member]
Loans	233,067	219,553	224,903
Real Estate 1 [Member] | Other Real Estate Loans [Member] | Pass [Member]
Loans	229,377	213,681
Real Estate 1 [Member] | Other Real Estate Loans [Member] | Special Mention [Member]
Loans	837	900
Real Estate 1 [Member] | Other Real Estate Loans [Member] | Substandard [Member]
Loans	2,853	4,972
Real Estate 1 [Member] | Other Real Estate Loans [Member] | Doubtful [Member]
Loans
Commercial and Industrial Loans [Member]
Loans	50,557	44,605	42,861
Commercial and Industrial Loans [Member] | Pass [Member]
Loans	49,562	44,373
Commercial and Industrial Loans [Member] | Special Mention [Member]
Loans	13	19
Commercial and Industrial Loans [Member] | Substandard [Member]
Loans	982	213
Commercial and Industrial Loans [Member] | Doubtful [Member]
Loans
Consumer and Other Loans [Member]
Loans	15,608	16,886	$ 17,137
Consumer and Other Loans [Member] | Pass [Member]
Loans	15,608	16,886
Consumer and Other Loans [Member] | Special Mention [Member]
Loans
Consumer and Other Loans [Member] | Substandard [Member]
Loans
Consumer and Other Loans [Member] | Doubtful [Member]
Loans

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Note 2 - Securities - Composition of Restricted Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Federal Home Loan Bank stock	$ 776	$ 763
Federal Reserve Bank stock	980	875
Community Bankers’ Bank stock	50	50
Total restricted securities	$ 1,806	$ 1,688	[1]

[1] Derived from audited consolidated financial statements.

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Note 14 - Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Comprehensive Income (Loss) Note [Text Block]

Note

14.

Accumulated Other Comprehensive Income (Loss)

Changes in each component of accumulated other comprehensive income (loss) were as follows (in thousands):

	Net Unrealized Gains (Losses) on Securities			Adjustments Related to Pension Benefits			Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2017	$	(1,057	)	$	99		$	(958	)
Unrealized holding losses (net of tax, ($443))		(1,667	)		—			(1,667	)
Pension liability adjustment (net of tax, ($27))		—			(99	)		(99	)
Change during period		(1,667	)		(99	)		(1,766	)
Balance at September 30, 2018	$	(2,724	)	$	—		$	(2,724	)
Balance at December 31, 2018	$	(1,808	)	$	—		$	(1,808	)
Unrealized holding gains (net of tax, $875)		3,292			—			3,292
Unrealized holding losses transferred from held to maturity to available for sale (net of tax, ($91))		(340	)		—			(340	)
Change during period		2,952			—			2,952
Balance at September 30, 2019	$	1,144		$	—		$	1,144

The Company did

not

have any reclassifications from accumulated other comprehensive income (loss) for the

three

and 

nine

months ended

September 30, 2019

and

2018

.

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Note 2 - Securities (Tables)

9 Months Ended

Sep. 30, 2019

Notes Tables

Schedule of Available-for-sale and Held-to-maturity Reconciliation [Table Text Block]

	September 30, 2019
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Securities available for sale:
U.S. agency and mortgage-backed securities	$	87,004	$	1,112	$	(184	)	$	87,932
Obligations of states and political subdivisions		26,118		519		(1	)		26,636
Total securities available for sale	$	113,122	$	1,631	$	(185	)	$	114,568
Securities held to maturity:
U.S. agency and mortgage-backed securities	$	13,119	$	21	$	(71	)	$	13,069
Obligations of states and political subdivisions		3,603		67		—			3,670
Corporate debt securities		1,500		20		—			1,520
Total securities held to maturity	$	18,222	$	108	$	(71	)	$	18,259
Total securities	$	131,344	$	1,739	$	(256	)	$	132,827

	December 31, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Securities available for sale:
U.S. agency and mortgage-backed securities	$	86,944	$	44	$	(2,066	)	$	84,922
Obligations of states and political subdivisions		15,203		31		(299	)		14,935
Total securities available for sale	$	102,147	$	75	$	(2,365	)	$	99,857
Securities held to maturity:
U.S. agency and mortgage-backed securities	$	27,420	$	—	$	(869	)	$	26,551
Obligations of states and political subdivisions		14,488		20		(174	)		14,334
Corporate debt securities		1,500		9		—			1,509
Total securities held to maturity	$	43,408	$	29	$	(1,043	)	$	42,394
Total securities	$	145,555	$	104	$	(3,408	)	$	142,251

Schedule of Temporary Impairment Losses, Investments [Table Text Block]

	September 30, 2019
	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)
Securities available for sale:
U.S. agency and mortgage-backed securities	$	13,786	$	(45	)	$	14,185	$	(139	)	$	27,971	$	(184	)
Obligations of states and political subdivisions		230		(1	)		—		—			230		(1	)
Total securities available for sale	$	14,016	$	(46	)	$	14,185	$	(139	)	$	28,201	$	(185	)
Securities held to maturity:
U.S. agency and mortgage-backed securities	$	—	$	—		$	7,692	$	(71	)	$	7,692	$	(71	)
Total securities held to maturity	$	—	$	—		$	7,692	$	(71	)	$	7,692	$	(71	)
Total securities	$	14,016	$	(46	)	$	21,877	$	(210	)	$	35,893	$	(256	)

	December 31, 2018
	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)
Securities available for sale:
U.S. agency and mortgage-backed securities	$	26,350	$	(215	)	$	49,652	$	(1,851	)	$	76,002	$	(2,066	)
Obligations of states and political subdivisions		3,761		(25	)		5,127		(274	)		8,888		(299	)
Total securities available for sale	$	30,111	$	(240	)	$	54,779	$	(2,125	)	$	84,890	$	(2,365	)
Securities held to maturity:
U.S. agency and mortgage-backed securities	$	—	$	—		$	26,551	$	(869	)	$	26,551	$	(869	)
Obligations of states and political subdivisions		5,326		(37	)		6,115		(137	)		11,441		(174	)
Total securities held to maturity	$	5,326	$	(37	)	$	32,666	$	(1,006	)	$	37,992	$	(1,043	)
Total securities	$	35,437	$	(277	)	$	87,445	$	(3,131	)	$	122,882	$	(3,408	)

Investments Classified by Contractual Maturity Date [Table Text Block]

	Available for Sale				Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due within one year	$	2,034	$	2,042	$	437	$	437
Due after one year through five years		7,732		7,768		4,741		4,795
Due after five years through ten years		29,875		30,591		3,415		3,445
Due after ten years		73,481		74,167		9,629		9,582
	$	113,122	$	114,568	$	18,222	$	18,259

Marketable Securities [Table Text Block]

	September 30, 2019		December 31, 2018
Federal Home Loan Bank stock	$	776	$	763
Federal Reserve Bank stock		980		875
Community Bankers’ Bank stock		50		50
	$	1,806	$	1,688

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Note 12 - Fair Value Measurements - Balances of Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Securities available for sale	$ 114,568	$ 99,857	[1]
Fair Value, Recurring [Member]
Securities available for sale	114,568	99,857
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Securities available for sale
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Securities available for sale	114,568	99,857
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Securities available for sale
US Agency and Mortgage-backed Securities [Member]
Securities available for sale	87,932	84,922
US Agency and Mortgage-backed Securities [Member] | Fair Value, Recurring [Member]
Securities available for sale	87,932	84,922
US Agency and Mortgage-backed Securities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Securities available for sale
US Agency and Mortgage-backed Securities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Securities available for sale	87,932	84,922
US Agency and Mortgage-backed Securities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Securities available for sale
Municipal Bonds [Member]
Securities available for sale	26,636	14,935
Municipal Bonds [Member] | Fair Value, Recurring [Member]
Securities available for sale	26,636	14,935
Municipal Bonds [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Securities available for sale
Municipal Bonds [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Securities available for sale	26,636	14,935
Municipal Bonds [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Securities available for sale

[1] Derived from audited consolidated financial statements.

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Note 13 - Stock Compensation Plans (Details Textual) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019 USD ($) shares	Mar. 31, 2019 shares	Sep. 30, 2019 USD ($) shares	Sep. 30, 2018 USD ($)	May 13, 2014 shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period			8,692
Restricted Stock [Member]
Restricted Stock, Vested, Conversion Ratio			1
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		8,692
Restricted Stock [Member] | Vesting Immediately [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		1,235
Restricted Stock [Member] | Vesting One Half Each Year for Two Years [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		2,457
Restricted Stock [Member] | Vesting in Five Years [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		5,000
Restricted Stock Units (RSUs) [Member]
Share-based Payment Arrangement, Expense | $			$ 92	$ 108
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $	$ 139		139
Board of Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period	3,500
Share-based Payment Arrangement, Expense | $			$ 67	$ 62
First National Corporation 2014 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant					240,000

XML

Note 14 - Accumulated Other Comprehensive Income (Loss) - Changes in Each Component of Accumulated Other Comprehensive Income (Loss) (Details) (Parentheticals) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Unrealized holding losses, tax	$ 99	$ (139)	$ 875	$ (443)
Pension liability adjustment, tax	0	0	0	27
Unrealized holding losses transferred from held to maturity to available for sale, tax	$ 0	$ 0	(91)	0
AOCI Attributable to Parent [Member]
Pension liability adjustment, tax				$ (27)
Unrealized holding losses transferred from held to maturity to available for sale, tax			$ (91)

XML

Note 3 - Loans - Summary of Loan Classes and an Aging of Past Due Loans (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018
Total past due	$ 1,724	$ 4,444
Current	569,529	538,412
Loans	571,253	542,856	$ 539,821
Non-accrual loans	1,566	3,172
Accruing loans past due 90 days or more amounted	113	235
Financial Asset, 30 to 59 Days Past Due [Member]
Total past due	819	1,070
Financial Asset, 60 to 89 Days Past Due [Member]
Total past due	278	534
Financial Asset, Equal to or Greater than 90 Days Past Due [Member]
Total past due	627	2,840
Real Estate 1 [Member] | Construction and Land Development [Member]
Total past due	50	168
Current	45,143	45,699
Loans	45,193	45,867	42,982
Non-accrual loans	376	327
Accruing loans past due 90 days or more amounted
Real Estate 1 [Member] | Construction and Land Development [Member] | Financial Asset, 30 to 59 Days Past Due [Member]
Total past due	50	88
Real Estate 1 [Member] | Construction and Land Development [Member] | Financial Asset, 60 to 89 Days Past Due [Member]
Total past due		80
Real Estate 1 [Member] | Construction and Land Development [Member] | Financial Asset, Equal to or Greater than 90 Days Past Due [Member]
Total past due
Real Estate 1 [Member] | Secured by Multi-family Residential Properties [Member]
Total past due	1,021	1,563
Current	225,807	214,382
Loans	226,828	215,945	211,938
Non-accrual loans	690	663
Accruing loans past due 90 days or more amounted	67
Real Estate 1 [Member] | Secured by Multi-family Residential Properties [Member] | Financial Asset, 30 to 59 Days Past Due [Member]
Total past due	612	747
Real Estate 1 [Member] | Secured by Multi-family Residential Properties [Member] | Financial Asset, 60 to 89 Days Past Due [Member]
Total past due	253	393
Real Estate 1 [Member] | Secured by Multi-family Residential Properties [Member] | Financial Asset, Equal to or Greater than 90 Days Past Due [Member]
Total past due	156	423
Real Estate 1 [Member] | Other Real Estate Loans [Member]
Total past due	474	2,388
Current	232,593	217,165
Loans	233,067	219,553	224,903
Non-accrual loans	500	1,985
Accruing loans past due 90 days or more amounted		222
Real Estate 1 [Member] | Other Real Estate Loans [Member] | Financial Asset, 30 to 59 Days Past Due [Member]
Total past due	49	145
Real Estate 1 [Member] | Other Real Estate Loans [Member] | Financial Asset, 60 to 89 Days Past Due [Member]
Total past due		36
Real Estate 1 [Member] | Other Real Estate Loans [Member] | Financial Asset, Equal to or Greater than 90 Days Past Due [Member]
Total past due	425	2,207
Commercial and Industrial Loans [Member]
Total past due	46	235
Current	50,511	44,370
Loans	50,557	44,605	42,861
Non-accrual loans		197
Accruing loans past due 90 days or more amounted		13
Commercial and Industrial Loans [Member] | Financial Asset, 30 to 59 Days Past Due [Member]
Total past due	46
Commercial and Industrial Loans [Member] | Financial Asset, 60 to 89 Days Past Due [Member]
Total past due		25
Commercial and Industrial Loans [Member] | Financial Asset, Equal to or Greater than 90 Days Past Due [Member]
Total past due		210
Consumer and Other Loans [Member]
Total past due	133	90
Current	15,475	16,796
Loans	15,608	16,886	$ 17,137
Non-accrual loans
Accruing loans past due 90 days or more amounted	46
Consumer and Other Loans [Member] | Financial Asset, 30 to 59 Days Past Due [Member]
Total past due	62	90
Consumer and Other Loans [Member] | Financial Asset, 60 to 89 Days Past Due [Member]
Total past due	25
Consumer and Other Loans [Member] | Financial Asset, Equal to or Greater than 90 Days Past Due [Member]
Total past due	$ 46

XML

Note 2 - Securities - Amortized Cost and Fair Value of Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Due within one year, amortized cost, available for sale securities	$ 2,034
Due within one year, fair value, available for sale securities	2,042
Due within one year, amortized cost, held to maturity securities	437
Due within one year, fair value, held to maturity securities	437
Due after one year through five years, amortized cost, available for sale securities	7,732
Due after one year through five years, fair value, available for sale securities	7,768
Due after one year through five years, amortized cost, held to maturity securities	4,741
Due after one year through five years, fair value, held to maturity securities	4,795
Due after five years through ten years, amortized cost, available for sale securities	29,875
Due after five years through ten years, fair value, available for sale securities	30,591
Due after five years through ten years, amortized cost, held to maturity securities	3,415
Due after five years through ten years, fair value, held to maturity securities	3,445
Due after ten years, amortized cost, available for sale securities	73,481
Due after ten years, fair value, available for sale securities	74,167
Due after ten years, amortized cost, held to maturity securities	9,629
Due after ten years, fair value, held to maturity securities	9,582
Amortized cost, available for sale securities	113,122	$ 102,147
Debt Securities, Available-for-sale, Total	114,568	99,857	[1]
Debt Securities, Held-to-maturity, Total	18,222
Debt Securities, Held-to-maturity, Fair Value, Total	$ 18,259	$ 42,394

[1] Derived from audited consolidated financial statements.

XML

Note 16 - Leases - Schedule of Undiscounted Cash Flows that Contribute to the Operating Lease Liability (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Three months ending December 31, 2019	$ 34
Twelve months ending December 31, 2020	112
Twelve months ending December 31, 2021	89
Twelve months ending December 31, 2022	65
Twelve months ending December 31, 2023	8
Total undiscounted cash flows	308
Less: discount	(12)
Operating lease liability	$ 296

XML

Note 15 - Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Noninterest income	$ 1,997	$ 1,924	$ 5,726	$ 5,664
Noninterest income (out-of-scope of Topic 606)	194	254	485	1,214
Total noninterest income	2,191	2,178	6,211	6,878
Service Charges on Deposit Accounts [Member]
Noninterest income	757	818	2,173	2,364
ATM and Check Card Fees [Member]
Noninterest income	586	540	1,676	1,614
Wealth Management Fees [Member]
Noninterest income	477	423	1,372	1,239
Fees for Other Customer Services [Member]
Noninterest income	$ 177	$ 143	$ 505	$ 447

XML

Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) $ in Thousands	Employee Stock Ownership Plan [Member] Common Stock [Member]	Employee Stock Ownership Plan [Member] Additional Paid-in Capital [Member]	Employee Stock Ownership Plan [Member] Retained Earnings [Member]	Employee Stock Ownership Plan [Member] AOCI Attributable to Parent [Member]	Employee Stock Ownership Plan [Member]	First National Corporation 2014 Stock Incentive Plan [Member] Common Stock [Member]	First National Corporation 2014 Stock Incentive Plan [Member] Additional Paid-in Capital [Member]	First National Corporation 2014 Stock Incentive Plan [Member] Retained Earnings [Member]	First National Corporation 2014 Stock Incentive Plan [Member] AOCI Attributable to Parent [Member]	First National Corporation 2014 Stock Incentive Plan [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance at Dec. 31, 2017											$ 6,182	$ 7,260	$ 45,670	$ (958)	$ 58,154
Net income													7,814		7,814
Other comprehensive income (loss)														(1,766)	(1,766)
Cash dividends on common stock													(743)		(743)
Stock-based compensation												170			170
Issuance of common stock, dividend reinvestment plan											3	43			46
Issuance of common stock, stock incentive plan											12	(12)
Repurchase of common stock						$ (1)	$ (23)			$ (24)
Balance at Sep. 30, 2018											6,196	7,438	52,741	(2,724)	63,651
Balance at Jun. 30, 2018											6,192	7,346	50,313	(2,203)	61,648
Net income													2,676		2,676
Other comprehensive income (loss)														(521)	(521)
Cash dividends on common stock													(248)		(248)
Stock-based compensation												81			81
Issuance of common stock, dividend reinvestment plan											1	14			15
Issuance of common stock, stock incentive plan											3	(3)
Balance at Sep. 30, 2018											6,196	7,438	52,741	(2,724)	63,651
Balance at Dec. 31, 2018											6,197	7,471	54,814	(1,808)	66,674	[1]
Net income													6,840		6,840
Other comprehensive income (loss)														2,952	2,952
Cash dividends on common stock													(1,340)		(1,340)
Stock-based compensation												159			159
Issuance of common stock, dividend reinvestment plan											5	78			83
Issuance of common stock, stock incentive plan											12	(12)
Repurchase of common stock	$ (2)	$ (30)			$ (32)	$ (2)	$ (18)			$ (20)
Balance at Sep. 30, 2019											6,210	7,648	60,314	1,144	75,316
Balance at Jun. 30, 2019											6,206	7,566	58,268	769	72,809
Net income													2,493		2,493
Other comprehensive income (loss)														375	375
Cash dividends on common stock													(447)		(447)
Stock-based compensation												91			91
Issuance of common stock, dividend reinvestment plan											1	26			27
Issuance of common stock, stock incentive plan											5	(5)
Repurchase of common stock	$ (2)	$ (30)			$ (32)
Balance at Sep. 30, 2019											$ 6,210	$ 7,648	$ 60,314	$ 1,144	$ 75,316

[1] Derived from audited consolidated financial statements.

XML

Note 6 - Other Borrowings (Details Textual) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Line of Credit Facility, Remaining Borrowing Capacity	$ 212,400	$ 128,500
Percentage of Assets, Maximum Borrowing Capacity from FHLB	19.00%
Loans Pledged as Collateral	$ 187,000	110,800
Federal Home Loan Bank Stock	776	763
Advances from Federal Home Loan Banks, Total	0	$ 0
FHLB Loans [Member]
Line of Credit Facility, Remaining Borrowing Capacity	138,900
Line of Credit [Member] | Unsecured Line of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity	5,000
Long-term Line of Credit, Total	$ 0
Line of Credit [Member] | Unsecured Line of Credit [Member] | Prime Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	0.25%

XML

Note 9 - Junior Subordinated Debt (Details Textual) - USD ($) $ in Millions	Jul. 31, 2006	Jun. 17, 2004	Sep. 30, 2019	Dec. 31, 2018
First National (VA) Statutory Trust II [Member]
Proceeds from Issuance of Trust Preferred Securities		$ 5.0
Debt Instrument, Interest Rate, Effective Percentage			4.74%	5.39%
Junior Subordinated Debenture Owed to Unconsolidated Subsidiary Trust, Total			$ 5.2
First National (VA) Statutory Trust III [Member]
Proceeds from Issuance of Trust Preferred Securities	$ 4.0
Debt Instrument, Interest Rate, Effective Percentage			3.92%	4.00%
Junior Subordinated Debenture Owed to Unconsolidated Subsidiary Trust, Total			$ 4.1
Maximum Junior Subordinated Debt for Tier One Capital Adequacy			25.00%

XML

Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Interest and Dividend Income
Interest and fees on loans	$ 7,429	$ 6,917	$ 21,625	$ 19,768
Interest on deposits in banks	97	88	340	434
Interest and dividends on securities:
Taxable interest	645	797	2,078	2,253
Tax-exempt interest	157	156	472	457
Dividends	26	23	76	67
Total interest and dividend income	8,354	7,981	24,591	22,979
Interest Expense
Interest on deposits	1,089	702	3,062	1,957
Interest on federal funds purchased	1		1
Interest on subordinated debt	90	91	269	269
Interest on junior subordinated debt	103	105	322	292
Interest on other borrowings			2
Total interest expense	1,283	898	3,656	2,518
Net interest income	7,071	7,083	20,935	20,461
Provision for loan losses			200	100
Net interest income after provision for loan losses	7,071	7,083	20,735	20,361
Noninterest Income
Noninterest income	1,997	1,924	5,726	5,664
Income from bank owned life insurance	131	107	333	743
Net gains on sale of loans	34	39	81	63
Other operating income	29	108	71	408
Total noninterest income	2,191	2,178	6,211	6,878
Noninterest Expense
Salaries and employee benefits	3,556	3,371	10,374	9,981
Occupancy	398	387	1,237	1,174
Equipment	410	396	1,239	1,239
Marketing	143	123	523	393
Supplies	86	75	250	243
Legal and professional fees	231	229	775	643
ATM and check card expense	225	217	666	631
FDIC assessment, refund	(6)
FDIC assessment, premium		78	98	226
Bank franchise tax	136	118	402	351
Telecommunications expense	82	83	244	217
Data processing expense	174	168	526	500
Postage expense	43	42	135	145
Amortization expense	71	108	241	359
Other real estate owned expense (income), net		2		(20)
Net losses on disposal of premises and equipment		2		2
Other operating expense	637	551	1,804	1,596
Total noninterest expense	6,186	5,950	18,514	17,680
Income before income taxes	3,076	3,311	8,432	9,559
Income tax expense	583	635	1,592	1,745
Net income	$ 2,493	$ 2,676	$ 6,840	$ 7,814
Earnings per common share
Basic (in dollars per share)	$ 0.50	$ 0.54	$ 1.38	$ 1.58
Diluted (in dollars per share)	$ 0.50	$ 0.54	$ 1.38	$ 1.58
Deposit Account [Member]
Noninterest Income
Noninterest income	$ 757	$ 818	$ 2,173	$ 2,364
Credit and Debit Card [Member]
Noninterest Income
Noninterest income	586	540	1,676	1,614
Asset Management [Member]
Noninterest Income
Noninterest income	477	423	1,372	1,239
Financial Service, Other [Member]
Noninterest Income
Noninterest income	$ 177	$ 143	$ 505	$ 447

XML

Note 15 - Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2019

Notes Tables

Disaggregation of Revenue [Table Text Block]

	Three Months Ended				Nine Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Noninterest Income
Service charges on deposit accounts	$	757	$	818	$	2,173	$	2,364
ATM and check card fees		586		540		1,676		1,614
Wealth management fees		477		423		1,372		1,239
Fees for other customer services		177		143		505		447
Noninterest income (in-scope of Topic 606)	$	1,997	$	1,924	$	5,726	$	5,664
Noninterest income (out-of-scope of Topic 606)		194		254		485		1,214
Total noninterest income	$	2,191	$	2,178	$	6,211	$	6,878

XML

Note 11 - Earnings Per Common Share (Tables)

9 Months Ended

Sep. 30, 2019

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended				Nine Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
(Numerator):
Net income	$	2,493	$	2,676	$	6,840	$	7,814
(Denominator):
Weighted average shares outstanding – basic		4,966,641		4,955,162		4,963,571		4,952,351
Potentially dilutive common shares – restricted stock units		2,485		3,000		2,813		2,604
Weighted average shares outstanding – diluted		4,969,126		4,958,162		4,966,384		4,954,955
Income per common share
Basic	$	0.50	$	0.54	$	1.38	$	1.58
Diluted	$	0.50	$	0.54	$	1.38	$	1.58

XML

Note 2 - Securities

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]

Note 

2.

Securities

The Company invests in U.S. agency and mortgage-backed securities, obligations of state and political subdivisions, and corporate debt securities. Amortized costs and fair values of securities at

September 30, 2019

and

December 31, 2018

were as follows (in thousands):

	September 30, 2019
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Securities available for sale:
U.S. agency and mortgage-backed securities	$	87,004	$	1,112	$	(184	)	$	87,932
Obligations of states and political subdivisions		26,118		519		(1	)		26,636
Total securities available for sale	$	113,122	$	1,631	$	(185	)	$	114,568
Securities held to maturity:
U.S. agency and mortgage-backed securities	$	13,119	$	21	$	(71	)	$	13,069
Obligations of states and political subdivisions		3,603		67		—			3,670
Corporate debt securities		1,500		20		—			1,520
Total securities held to maturity	$	18,222	$	108	$	(71	)	$	18,259
Total securities	$	131,344	$	1,739	$	(256	)	$	132,827

	December 31, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Securities available for sale:
U.S. agency and mortgage-backed securities	$	86,944	$	44	$	(2,066	)	$	84,922
Obligations of states and political subdivisions		15,203		31		(299	)		14,935
Total securities available for sale	$	102,147	$	75	$	(2,365	)	$	99,857
Securities held to maturity:
U.S. agency and mortgage-backed securities	$	27,420	$	—	$	(869	)	$	26,551
Obligations of states and political subdivisions		14,488		20		(174	)		14,334
Corporate debt securities		1,500		9		—			1,509
Total securities held to maturity	$	43,408	$	29	$	(1,043	)	$	42,394
Total securities	$	145,555	$	104	$	(3,408	)	$	142,251

At

September 30, 2019

and

December 31, 2018

, investments in an unrealized loss position that were temporarily impaired were as follows (in thousands):

	September 30, 2019
	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)
Securities available for sale:
U.S. agency and mortgage-backed securities	$	13,786	$	(45	)	$	14,185	$	(139	)	$	27,971	$	(184	)
Obligations of states and political subdivisions		230		(1	)		—		—			230		(1	)
Total securities available for sale	$	14,016	$	(46	)	$	14,185	$	(139	)	$	28,201	$	(185	)
Securities held to maturity:
U.S. agency and mortgage-backed securities	$	—	$	—		$	7,692	$	(71	)	$	7,692	$	(71	)
Total securities held to maturity	$	—	$	—		$	7,692	$	(71	)	$	7,692	$	(71	)
Total securities	$	14,016	$	(46	)	$	21,877	$	(210	)	$	35,893	$	(256	)

	December 31, 2018
	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)
Securities available for sale:
U.S. agency and mortgage-backed securities	$	26,350	$	(215	)	$	49,652	$	(1,851	)	$	76,002	$	(2,066	)
Obligations of states and political subdivisions		3,761		(25	)		5,127		(274	)		8,888		(299	)
Total securities available for sale	$	30,111	$	(240	)	$	54,779	$	(2,125	)	$	84,890	$	(2,365	)
Securities held to maturity:
U.S. agency and mortgage-backed securities	$	—	$	—		$	26,551	$	(869	)	$	26,551	$	(869	)
Obligations of states and political subdivisions		5,326		(37	)		6,115		(137	)		11,441		(174	)
Total securities held to maturity	$	5,326	$	(37	)	$	32,666	$	(1,006	)	$	37,992	$	(1,043	)
Total securities	$	35,437	$	(277	)	$	87,445	$	(3,131	)	$	122,882	$	(3,408	)

The tables above provide information about securities that have been in an unrealized loss position for less than

twelve

consecutive months and securities that have been in an unrealized loss position for

twelve

consecutive months or more. 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. Impairment is considered to be other-than-temporary if the Company (

1

) intends to sell the security, (

2

) more likely than

not

will be required to sell the security before recovering its cost, or (

3

) does

not

expect to recover the security’s entire amortized cost basis. Presently, the Company does

not

intend to sell any of these securities, does

not

expect to be required to sell these securities, and expects to recover the entire amortized cost of all the securities.

At

September 30, 2019

, there were 

thirty-three

out of

ninety

U.S. agency and mortgage-backed securities and 

one

out of

eighty-one

obligations of states and political subdivisions in an unrealized loss position. One hundred percent of the Company’s investment portfolio is considered investment grade. The weighted-average re-pricing term of the portfolio was 

3.5

years at

September 30, 2019

. At

December 31, 2018

, there were

eighty-three

out of

ninety

U.S. agency and mortgage-backed securities and

fifty-six

out of

eighty-two

obligations of states and political subdivisions in an unrealized loss position. One hundred percent of the Company’s investment portfolio was considered investment grade at

December 31, 2018

. The weighted-average re-pricing term of the portfolio was

4.6

years at

December 31, 2018

. The unrealized losses at

September 30, 2019

in the U.S. agency and mortgage-backed securities portfolio and the obligations of states and political subdivisions portfolio were related to changes in market interest rates and

not

credit concerns of the issuers.

The amortized cost and fair value of securities at

September 30, 2019

by contractual maturity are shown below (in thousands). Expected maturities of mortgage-backed securities will differ from contractual maturities because borrowers

may

have the right to prepay obligations with or without call or prepayment penalties.

	Available for Sale				Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due within one year	$	2,034	$	2,042	$	437	$	437
Due after one year through five years		7,732		7,768		4,741		4,795
Due after five years through ten years		29,875		30,591		3,415		3,445
Due after ten years		73,481		74,167		9,629		9,582
	$	113,122	$	114,568	$	18,222	$	18,259

On

January 1, 2019,

the Company adopted ASU

No.

2017

-

12

and reclassified eligible securities with a fair value of

$23.0

million from the held to maturity portfolio to the available for sale portfolio. The unrealized loss associated with the reclassified securities totaled

$431

thousand on the date of reclassification. The securities were reclassified to provide the Company with opportunities to maximize asset utilization.

Federal Home Loan Bank, Federal Reserve Bank, and Community Bankers’ Bank stock are generally viewed as long-term investments and as restricted securities, which are carried at cost, because there is a minimal market for the stock. Therefore, when evaluating restricted securities for impairment, their value is based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value. The Company does

not

consider these investments to be other-than-temporarily impaired at

September 30, 2019

, and

no

impairment has been recognized.

The composition of restricted securities at

September 30, 2019

and

December 31, 2018

was as follows (in thousands):

	September 30, 2019		December 31, 2018
Federal Home Loan Bank stock	$	776	$	763
Federal Reserve Bank stock		980		875
Community Bankers’ Bank stock		50		50
	$	1,806	$	1,688

XML

Note 6 - Other Borrowings

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Other Borrowings [Text Block]

Note

6.

Other Borrowings

The Company had an unsecured line of credit totaling

$5.0

million with a non-affiliated bank at

September 30, 2019

. There were

no

borrowings outstanding on the line of credit at

September 30, 2019

. The interest rate on the line of credit floats at Wall Street Journal Prime Rate plus

0.25%

and matures on

March 28, 2025.

The Bank had unused lines of credit totaling

$212.4

million and

$128.5

million available with non-affiliated banks at

September 30, 2019

and

December 31, 2018

, respectively. These amounts primarily consist of a blanket floating lien agreement with the Federal Home Loan Bank of Atlanta (FHLB) in which the Bank can borrow up to

19%

of its total assets. The unused line of credit with FHLB totaled

$138.9

million at

September 30, 2019

. The Bank had collateral pledged on the borrowing line at

September 30, 2019

and

December 31, 2018

including real estate loans totaling

$187.0

million and

$110.8

million, respectively, and Federal Home Loan Bank stock with a book value of

$776

thousand and

$763

thousand, respectively. The Bank did

not

have borrowings from the FHLB at

September 30, 2019

and

December 31, 2018

.

XML

Note 10 - Benefit Plans

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Pension and Other Postretirement Benefits Disclosure [Text Block]

Note

10.

Benefit Plans

The Company maintains a

401

(k) plan (the Plan) for all eligible employees. Participating employees

may

elect to contribute up to the maximum percentage allowed by the Internal Revenue Service, as defined in the Plan. The Company makes matching contributions, on a dollar-for dollar basis, for the

first

one

percent of an employee’s compensation contributed to the Plan and

fifty

cents for each dollar of the employee’s contribution between

two

percent and

six

percent. The Company also makes an additional contribution based on years of service to participants who have completed at least

one thousand

hours of service during the year and who are employed on the last day of the Plan Year. All employees who are age

nineteen

or older are eligible. Employee contributions vest immediately. Employer matching contributions vest after

two

Plan service years with the Company. The Company has the discretion to make a profit sharing contribution to the Plan each year based on overall performance, profitability, and other economic factors. For the 

nine

months ended 

September 30, 2019 

and

2018

, expense attributable to the Plan amounted to

$631

thousand and

$596

thousand, respectively.

On

March 15, 2019,

the Company entered into supplemental executive retirement plans and participation agreements with

three

of its employees. The retirement benefits are fixed and provide for retirement benefits payable in

180

monthly installments. The contribution expense is solely funded by the Company and totaled

$155

thousand for the 

nine

months ended 

September 30, 

2019

.

See Note

13

of the consolidated financial statements included in the Company’s Annual Report on Form

10

-K for the year ended

December 31, 2018

for additional information about the Company’s benefit plans.

XML

Note 4 - Allowance for Loan Losses (Tables)

9 Months Ended

Sep. 30, 2019

Notes Tables

Financing Receivable, Allowance for Credit Loss [Table Text Block]

	September 30, 2019
	Construction and Land Development			Secured by 1-4 Family Residential			Other Real Estate		Commercial and Industrial			Consumer and Other Loans			Total
Allowance for loan losses:
Beginning Balance, December 31, 2018	$	561		$	895		$	2,160	$	464		$	929		$	5,009
Charge-offs		—			(58	)		—		(2	)		(543	)		(603	)
Recoveries		50			8			—		6			242			306
Provision for (recovery of) loan losses		(119	)		(71	)		166		98			126			200
Ending Balance, September 30, 2019	$	492		$	774		$	2,326	$	566		$	754		$	4,912
Ending Balance:
Individually evaluated for impairment		31			16			27		—			—			74
Collectively evaluated for impairment		461			758			2,299		566			754			4,838
Loans:
Ending Balance	$	45,193		$	226,828		$	233,067	$	50,557		$	15,608		$	571,253
Individually evaluated for impairment		376			690			500		—			—			1,566
Collectively evaluated for impairment		44,817			226,138			232,567		50,557			15,608			569,687

	December 31, 2018
	Construction and Land Development		Secured by 1-4 Family Residential			Other Real Estate			Commercial and Industrial			Consumer and Other Loans			Total
Allowance for loan losses:
Beginning Balance, At December 31, 2017	$	414	$	775		$	2,948		$	418		$	771		$	5,326
Charge-offs		—		(55	)		—			(10	)		(1,104	)		(1,169	)
Recoveries		—		13			5			8			226			252
Provision for (recovery of) loan losses		147		162			(793	)		48			1,036			600
Ending Balance, December 31, 2018	$	561	$	895		$	2,160		$	464		$	929		$	5,009
Ending Balance:
Individually evaluated for impairment		71		172			—			—			—			243
Collectively evaluated for impairment		490		723			2,160			464			929			4,766
Loans:
Ending Balance	$	45,867	$	215,945		$	219,553		$	44,605		$	16,886		$	542,856
Individually evaluated for impairment		327		663			2,249			197			—			3,436
Collectively evaluated for impairment		45,540		215,282			217,304			44,408			16,886			539,420

	September 30, 2018
	Construction and Land Development		Secured by 1-4 Family Residential			Other Real Estate			Commercial and Industrial			Consumer and Other Loans			Total
Allowance for loan losses:
Beginning Balance, At December 31, 2017	$	414	$	775		$	2,948		$	418		$	771		$	5,326
Charge-offs		—		(56	)		—			(8	)		(731	)		(795	)
Recoveries		—		11			1			6			152			170
Provision for (recovery of) loan losses		128		(5	)		(677	)		26			628			100
Ending Balance, September 30, 2018	$	542	$	725		$	2,272		$	442		$	820		$	4,801
Ending Balance:
Individually evaluated for impairment		87		20			—			—			—			107
Collectively evaluated for impairment		455		705			2,272			442			820			4,694
Loans:
Ending Balance	$	42,982	$	211,938		$	224,903		$	42,861		$	17,137		$	539,821
Individually evaluated for impairment		343		438			2,029			197			—			3,007
Collectively evaluated for impairment		42,639		211,500			222,874			42,664			17,137			536,814

Impaired Financing Receivables [Table Text Block]

	September 30, 2019
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
Real estate loans:
Construction and land development	$	403	$	—	$	376	$	376	$	31	$	368	$	1
Secured by 1-4 family		781		543		147		690		16		800		1
Other real estate loans		515		473		27		500		27		858		3
Commercial and industrial		—		—		—		—		—		30		—
Total	$	1,699	$	1,016	$	550	$	1,566	$	74	$	2,056	$	5

	December 31, 2018
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
Real estate loans:
Construction and land development	$	336	$	—	$	327	$	327	$	71	$	758	$	12
Secured by 1-4 family		720		356		307		663		172		966		22
Other real estate loans		2,290		2,249		—		2,249		—		1,585		51
Commercial and industrial		200		197		—		197		—		146		—
Total	$	3,546	$	2,802	$	634	$	3,436	$	243	$	3,455	$	85

	September 30, 2018
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
Real estate loans:
Construction and land development	$	343	$	—	$	343	$	343	$	87	$	900	$	12
Secured by 1-4 family		511		287		151		438		20		1,172		5
Other real estate loans		2,069		2,029		—		2,029		—		1,433		37
Commercial and industrial		200		197		—		197		—		129		—
Total	$	3,123	$	2,513	$	494	$	3,007	$	107	$	3,634	$	54

XML

Note 12 - Fair Value Measurements

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Fair Value Disclosures [Text Block]

Note

12.

Fair Value Measurements

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the “Fair Value Measurement and Disclosures” topic of FASB ASC, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a 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 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 assets and 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 or liabilities that the reporting entity has the ability to access at the measurement date. Level  1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2 - Valuation is based on inputs other than quoted prices included within Level  1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

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

An instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a recurring basis in the 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 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 of assets measured at fair value on a recurring basis as of

September 30, 2019

and

December 31, 2018

(in thousands).

			Fair Value Measurements at September 30, 2019
Description	Balance as of September 30, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Securities available for sale
U.S. agency and mortgage-backed securities	$	87,932	$	—	$	87,932	$	—
Obligations of states and political subdivisions		26,636		—		26,636		—
	$	114,568	$	—	$	114,568	$	—

			Fair Value Measurements at December 31, 2018
Description	Balance as of December 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Securities available for sale
U.S. agency and mortgage-backed securities	$	84,922	$	—	$	84,922	$	—
Obligations of states and political subdivisions		14,935		—		14,935		—
	$	99,857	$	—	$	99,857	$	—

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 financial statements:

Loans held for sale

Loans held for sale are carried at the lower of cost or market value. These loans currently consist of

one

-to-

four

family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is

not

materially different than cost due to the short duration between origination and sale (Level 

2

). As such, the Company records any fair value adjustments on a nonrecurring basis.

No

nonrecurring fair value adjustments were recorded on loans held for sale during the 

nine

months ended 

September 30, 2019 

and the year ended

December 31, 2018

.

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 agreements will

not

be collected. The measurement of loss associated with impaired loans can be based on the present value of expected future cash flows discounted at the loan’s effective interest rate, the observable market price of the loan, or the fair value of the collateral less estimated costs to sell. Collateral

may

be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the Company’s collateral is real estate. The value of real estate collateral is determined utilizing a market valuation approach based on an appraisal conducted by an independent, licensed appraiser using observable market data (Level

2

) within the last

twelve

months. However, if the collateral is a house or building in the process of construction or if an appraisal of the property is more than

one

year old and

not

solely based on observable market comparables or management determines the fair value of the collateral is further impaired below the appraised value, then a Level 

3

valuation is considered to measure the fair value. The value of business equipment is based upon an outside appraisal, of

one

year or less, if deemed significant, or the net book value on the applicable business’s financial statements if

not

considered significant using observable market data. 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.

Other real estate owned

Loans are transferred to other real estate owned when the collateral securing them is foreclosed on or acquired through a deed in lieu of foreclosure. The measurement of loss associated with other real estate owned is based on the appraisal documents and assessed the same way as impaired loans described above. Any fair value adjustments are recorded in the period incurred as other real estate owned expense (income) on the Consolidated Statements of Income.

The following tables summarize the Company’s assets that were measured at fair value on a nonrecurring basis during the periods (dollars in thousands):

			Fair Value Measurements at September 30, 2019
Description	Balance as of September 30, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans, net	$	476	$	—	$	—	$	476

			Fair Value Measurements at December 31, 2018
Description	Balance as of December 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans, net	$	391	$	—	$	—	$	391

	Quantitative information about Level 3 Fair Value Measurements for September 30, 2019
	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average)
Impaired loans, net	$	476	Property appraisals	Selling cost		10	%

	Quantitative information about Level 3 Fair Value Measurements for December 31, 2018
	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average)
Impaired loans, net	$	391	Property appraisals	Selling cost		10	%

Accounting guidance requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are

not

measured and reported at fair value on a recurring basis or non-recurring basis. The carrying values and estimated fair values of the Company’s financial instruments at

September 30, 2019

and

December 31, 2018

are as follows (in thousands):

			Fair Value Measurements at September 30, 2019 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Fair Value
Financial Assets
Cash and short-term investments	$	30,373	$	30,373	$	—	$	—	$	30,373
Securities available for sale		114,568		—		114,568		—		114,568
Securities held to maturity		18,222		—		16,739		1,520		18,259
Restricted securities		1,806		—		1,806		—		1,806
Loans held for sale		1,098		—		1,098		—		1,098
Loans, net		566,341		—		—		573,697		573,697
Bank owned life insurance		17,324		—		17,324		—		17,324
Accrued interest receivable		2,053		—		2,053		—		2,053
Financial Liabilities
Deposits	$	685,621	$	—	$	565,844	$	118,956	$	684,800
Subordinated debt		4,978		—		—		5,335		5,335
Junior subordinated debt		9,279		—		—		9,391		9,391
Accrued interest payable		184		—		184		—		184

			Fair Value Measurements at December 31, 2018 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Fair Value
Financial Assets
Cash and short-term investments	$	28,618	$	28,618	$	—	$	—	$	28,618
Securities available for sale		99,857		—		99,857		—		99,857
Securities held to maturity		43,408		—		40,885		1,509		42,394
Restricted securities		1,688		—		1,688		—		1,688
Loans held for sale		419		—		419		—		419
Loans, net		537,847		—		—		528,643		528,643
Bank owned life insurance		13,991		—		13,991		—		13,991
Accrued interest receivable		2,113		—		2,113		—		2,113
Financial Liabilities
Deposits	$	670,566	$	—	$	551,347	$	117,220	$	668,567
Subordinated debt		4,965		—		—		5,035		5,035
Junior subordinated debt		9,279		—		—		7,952		7,952
Accrued interest payable		139		—		139		—		139

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change 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.

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Note 16 - Leases

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Lessee, Operating Leases [Text Block]

Note

16.

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

No.

2018

-

11

and did

not

adjust prior periods for ASC

842.

There was

no

cumulative effect adjustment at adoption. The Company also elected certain practical expedients within the standard and 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. Prior to adoption, all of the Company's leases were classified as operating leases and remained operating leases at adoption. The implementation of the new standard resulted in recognition of a right-of-use asset and lease liability of

$390

thousand for leases existing at the date of adoption.

Contracts that commence subsequent to adoption are evaluated to determine whether they are or contain a lease in accordance with Topic

842.

The Company has elected the practical expedient provided by Topic

842

not

to allocate consideration in a contract between lease and non-lease components. The Company also elected, as provided by the standard,

not

to recognize right-of-use assets and lease liabilities for short-term leases, defined by the standard as leases with terms of

12

months or less. The Company has

not

entered into any new operating leases since adoption.

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. 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.

Lease payments

Lease payments for short-term leases are recognized as lease expense on a straight-line basis over the lease term, or for variable lease payments, in the period in which the obligation was incurred. Payments for leases with terms longer than

twelve

months are included in the determination of the lease liability. Payments

may

be fixed for the term of the lease or variable. If the lease agreement provides a known escalator, such as a specified percentage increase per year or a stated increase at a specified time, the variable payment is included in the cash flows used to determine the lease liability. If the variable payment is based upon an unknown escalator, such as the consumer price index at a future date, the increase is

not

included in the cash flows used to determine the lease liability. Three of the Company's leases provide known escalators that are included in the determination of the lease liability. The remaining leases do

not

have variable payments during the term of the lease.

Options to extend, residual value guarantees, and restrictions and covenants

Of the Company's

six

leases,

five

leases offer the option to extend the lease. The calculation of the lease liability includes the additional time and lease payments for options which the Company is reasonably certain it will exercise.

None

of the Company's leases provide for residual value guarantees and

none

provide restrictions or covenants that would impact dividends or require incurring additional financial obligations.

The following table presents the operating lease right-of-use asset and operating lease liability as of

September 30, 2019

(in thousands):

	Classification in the Consolidated Balance Sheet	September 30, 2019
Operating lease right-of-use asset	Other assets	$	298
Operating lease liability	Accrued interest payable and other liabilities		296

The following table presents the weighted average remaining operating lease term and the weighted average discount rate for operating leases as of

September 30, 2019

:

	September 30, 2019
Weighted average remaining lease term, in years		2.9
Weighted average discount rate		2.79	%

The following table presents the components of operating lease expense and supplemental cash flow information for the

three

and

nine

months ended

September 30, 2019

(in thousands):

	Three Months Ended		Nine Months Ended
	September 30, 2019		September 30, 2019
Lease Expense
Operating lease expense	$	33	$	99
Short-term lease expense		1		4
Total lease expense (1)	$	34	$	103
Cash paid for amounts included in lease liability	$	34	$	102

( 1 ) Included in occupancy expense in the Company's consolidated statements of income.

The following table presents a maturity schedule of undiscounted cash flows that contribute to the operating lease liability as of

September 30, 2019

(in thousands):

	September 30, 2019
Three months ending December 31, 2019	$	34
Twelve months ending December 31, 2020		112
Twelve months ending December 31, 2021		89
Twelve months ending December 31, 2022		65
Twelve months ending December 31, 2023		8
Total undiscounted cash flows	$	308
Less: discount		(12	)
Operating lease liability	$	296

The contracts in which the Company is lessee are with parties external to the Company and

not

related parties.

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Note 3 - Loans (Details Textual) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums, Total	$ 288	$ 274
Loans and Leases Receivable, Gross, Total	571,253	542,856	$ 539,821
Consumer and Other Loans [Member]
Loans and Leases Receivable, Gross, Total	15,608	16,886	$ 17,137
Consumer and Other Loans [Member] | Demand Deposit Overdrafts [Member]
Loans and Leases Receivable, Gross, Total	$ 263	$ 275

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Note 2 - Securities - Summary of Amortized Costs and Fair Values of Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Securities available for sale:
Amortized cost, available for sale securities	$ 113,122	$ 102,147
Gross unrealized gains, available for sale securities	1,631	75
Gross unrealized losses, available for sale securities	(185)	(2,365)
Debt Securities, Available-for-sale, Total	114,568	99,857	[1]
Securities held to maturity:
Amortized cost, held to maturity securities	18,222	43,408	[1]
Gross unrealized gains, held to maturity securities	108	29
Gross unrealized losses, held to maturity securities	(71)	(1,043)
Debt Securities, Held-to-maturity, Fair Value, Total	18,259	42,394
Gross unrealized losses, held to maturity securities	71	1,043
Amortized cost, total securities	131,344	145,555
Gross unrealized gains, total securities	1,739	104
Gross unrealized losses, total securities	(256)	(3,408)
Total securities	132,827	142,251
US Agency and Mortgage-backed Securities [Member]
Securities available for sale:
Amortized cost, available for sale securities	87,004	86,944
Gross unrealized gains, available for sale securities	1,112	44
Gross unrealized losses, available for sale securities	(184)	(2,066)
Debt Securities, Available-for-sale, Total	87,932	84,922
Securities held to maturity:
Amortized cost, held to maturity securities	13,119	27,420
Gross unrealized gains, held to maturity securities	21
Gross unrealized losses, held to maturity securities	(71)	(869)
Debt Securities, Held-to-maturity, Fair Value, Total	13,069	26,551
Gross unrealized losses, held to maturity securities	71	869
Municipal Bonds [Member]
Securities available for sale:
Amortized cost, available for sale securities	26,118	15,203
Gross unrealized gains, available for sale securities	519	31
Gross unrealized losses, available for sale securities	(1)	(299)
Debt Securities, Available-for-sale, Total	26,636	14,935
Securities held to maturity:
Amortized cost, held to maturity securities	3,603	14,488
Gross unrealized gains, held to maturity securities	67	20
Gross unrealized losses, held to maturity securities		(174)
Debt Securities, Held-to-maturity, Fair Value, Total	3,670	14,334
Gross unrealized losses, held to maturity securities		174
Corporate Debt Securities [Member]
Securities held to maturity:
Amortized cost, held to maturity securities	1,500	1,500
Gross unrealized gains, held to maturity securities	20	9
Gross unrealized losses, held to maturity securities
Debt Securities, Held-to-maturity, Fair Value, Total	1,520	1,509
Gross unrealized losses, held to maturity securities

[1] Derived from audited consolidated financial statements.

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Note 4 - Allowance for Loan Losses (Details Textual) $ in Thousands	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2019 USD ($)	Jun. 30, 2019	Sep. 30, 2018 USD ($)	Jun. 30, 2019	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Financing Receivable, Troubled Debt Restructuring	$ 371				$ 371		$ 467
Financing Receivable, Modifications, Number of Contracts		0	1			1
Financing Receivable, Increase (Decrease) in Allowance for Credit Loss Due to TDR Loans			$ 19			$ 19
Financing Receivable, Troubled Debt Restructuring, Subsequent Default	0		$ 0		0	$ 0
Real Estate 1 [Member] | Secured by Multi-family Residential Properties [Member]
Financing Receivable, Modifications, Number of Contracts				1
Performing Financial Instruments [Member]
Financing Receivable, Troubled Debt Restructuring	$ 0				$ 0		$ 264

XML

Note 12 - Fair Value Measurements - Quantitative Information About Level 3 Fair Value Measurements (Details) - Impaired Loans [Member] - Fair Value, Nonrecurring [Member] $ in Thousands	Sep. 30, 2019 USD ($)	Dec. 31, 2018 USD ($)
Impaired loans, net	$ 476	$ 391
Fair Value, Inputs, Level 3 [Member]
Impaired loans, net	$ 476	$ 391
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Discount Rate [Member]
Impaired loans, net, range (weighted average)	0.1	0.1

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Note 14 - Accumulated Other Comprehensive Income (Loss) (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent	$ 0	$ 0	$ 0	$ 0

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Note 11 - Earnings Per Common Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Net income	$ 2,493	$ 2,676	$ 6,840	$ 7,814
Weighted average shares outstanding – basic (in shares)	4,966,641	4,955,162	4,963,571	4,952,351
Potentially dilutive common shares – restricted stock units (in shares)	2,485	3,000	2,813	2,604
Weighted average shares outstanding – diluted (in shares)	4,969,126	4,958,162	4,966,384	4,954,955
Income per common share
Basic (in dollars per share)	$ 0.50	$ 0.54	$ 1.38	$ 1.58
Diluted (in dollars per share)	$ 0.50	$ 0.54	$ 1.38	$ 1.58

XML

Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018	[1]
Assets
Cash and due from banks	$ 11,885	$ 13,378
Interest-bearing deposits in banks	18,488	15,240
Securities available for sale, at fair value	114,568	99,857
Securities held to maturity, at amortized cost (fair value, 2019, $18,259; 2018, $42,394)	18,222	43,408
Restricted securities, at cost	1,806	1,688
Loans held for sale	1,098	419
Loans, net of allowance for loan losses, 2019, $4,912; 2018, $5,009	566,341	537,847
Premises and equipment, net	19,946	20,066
Accrued interest receivable	2,053	2,113
Bank owned life insurance	17,324	13,991
Core deposit intangibles, net	231	472
Other assets	5,231	4,490
Total assets	777,193	752,969
Liabilities
Noninterest-bearing demand deposits	189,797	181,964
Savings and interest-bearing demand deposits	376,047	369,383
Time deposits	119,777	119,219
Total deposits	685,621	670,566
Subordinated debt	4,978	4,965
Junior subordinated debt	9,279	9,279
Accrued interest payable and other liabilities	1,999	1,485
Total liabilities	701,877	686,295
Shareholders’ Equity
Preferred stock, par value $1.25 per share; authorized 1,000,000 shares; none issued and outstanding
Common stock, par value $1.25 per share; authorized 8,000,000 shares; issued and outstanding, 2019, 4,968,277 shares; 2018, 4,957,694 shares	6,210	6,197
Surplus	7,648	7,471
Retained earnings	60,314	54,814
Accumulated other comprehensive income (loss), net	1,144	(1,808)
Total shareholders’ equity	75,316	66,674
Total liabilities and shareholders’ equity	$ 777,193	$ 752,969

[1] Derived from audited consolidated financial statements.

XML

Note 5 - Other Real Estate Owned (OREO) (Details Textual) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
Other Real Estate, Ending Balance				$ 326
Mortgage Loans in Process of Foreclosure, Amount	0
Other Real Estate Owned, Expenses	0	$ 2	2
Residential Real Estate Properties [Member]
Other Real Estate, Ending Balance	$ 0		$ 0

XML

Note 7 - Capital Requirements - Comparison of Capital of Company and Bank with Minimum Regulatory Guidelines (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Total Capital (to Risk-Weighted Assets), actual amount	$ 83,591	$ 74,697
Total Capital (to Risk-Weighted Assets), actual ratio	14.57%	13.62%
Total Capital (to Risk-Weighted Assets), minimum capital requirement amount	$ 45,903	$ 43,859
Total Capital (to Risk-Weighted Assets), minimum capital requirement ratio	8.00%	8.00%
Total Capital (to Risk-Weighted Assets), minimum to be well capitalized under prompt corrective action provisions, amount	$ 57,379	$ 54,824
Total Capital (to Risk-Weighted Assets), minimum to be well capitalized under prompt corrective action provisions, ratio	10.00%	10.00%
Tier 1 Capital (to Risk-Weighted Assets), actual amount	$ 78,679	$ 69,688
Tier 1 Capital (to Risk-Weighted Assets), actual ratio	13.71%	12.71%
Tier 1 Capital (to Risk-Weighted Assets), minimum capital requirement amount	$ 34,428	$ 32,894
Tier 1 Capital (to Risk-Weighted Assets), minimum capital requirement ratio	6.00%	6.00%
Tier 1 Capital (to Risk-Weighted Assets), minimum to be well capitalized under prompt corrective action provisions, amount	$ 45,903	$ 43,859
Tier 1 Capital (to Risk-Weighted Assets), minimum to be well capitalized under prompt corrective action provisions, ratio	8.00%	8.00%
Common Equity Tier 1 Capital (to Risk-Weighted Assets), actual amount	$ 78,679	$ 69,688
Common Equity Tier 1 Capital (to Risk-Weighted Assets), actual ratio	13.71%	12.71%
Common Equity Tier 1 Capital (to Risk-Weighted Assets), minimum capital requirement amount	$ 25,821	$ 24,671
Common Equity Tier 1 Capital (to Risk-Weighted Assets), minimum capital requirement ratio	4.50%	4.50%
Common Equity Tier 1 Capital (to Risk-Weighted Assets), minimum to be well capitalized under prompt corrective action provisions, amount	$ 37,296	$ 35,635
Common Equity Tier 1 Capital (to Risk-Weighted Assets), minimum to be well capitalized under prompt corrective action provisions, ratio	6.50%	6.50%
Tier 1 Capital (to Average Assets), actual amount	$ 78,679	$ 69,688
Tier 1 Capital (to Average Assets), actual ratio	10.09%	9.26%
Tier 1 Capital (to Average Assets), minimum capital requirement amount	$ 31,205	$ 30,100
Tier 1 Capital (to Average Assets), minimum capital requirement ratio	4.00%	4.00%
Tier 1 Capital (to Average Assets), minimum to be well capitalized under prompt corrective action provisions, amount	$ 39,006	$ 37,625
Tier 1 Capital (to Average Assets), minimum to be well capitalized under prompt corrective action provisions, ratio	5.00%	5.00%

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Consolidated Statements of Comprehensive Income (Unaudited) (Parentheticals) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Unrealized holding gains (losses) on available for sale securities, tax	$ 99	$ (139)	$ 875	$ (443)
Unrealized holding losses on securities transferred from held to maturity to available for sale, tax	0	0	(91)	0
Pension liability adjustment, tax	$ 0	$ 0	$ 0	$ (27)

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Note 16 - Leases - Operating Lease Right-of-Use Asset and Operating Lease Liability (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Operating lease right-of-use asset	$ 298
Operating lease liability	$ 296

XML

Note 4 - Allowance for Loan Losses

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Allowance for Credit Losses [Text Block]

Note

4.

Allowance for Loan Losses

The following tables present, as of

September 30, 2019

,

December 31, 2018

and

September 30, 2018

, the total allowance for loan losses, the allowance by impairment methodology, and loans by impairment methodology (in thousands):

	September 30, 2019
	Construction and Land Development			Secured by 1-4 Family Residential			Other Real Estate		Commercial and Industrial			Consumer and Other Loans			Total
Allowance for loan losses:
Beginning Balance, December 31, 2018	$	561		$	895		$	2,160	$	464		$	929		$	5,009
Charge-offs		—			(58	)		—		(2	)		(543	)		(603	)
Recoveries		50			8			—		6			242			306
Provision for (recovery of) loan losses		(119	)		(71	)		166		98			126			200
Ending Balance, September 30, 2019	$	492		$	774		$	2,326	$	566		$	754		$	4,912
Ending Balance:
Individually evaluated for impairment		31			16			27		—			—			74
Collectively evaluated for impairment		461			758			2,299		566			754			4,838
Loans:
Ending Balance	$	45,193		$	226,828		$	233,067	$	50,557		$	15,608		$	571,253
Individually evaluated for impairment		376			690			500		—			—			1,566
Collectively evaluated for impairment		44,817			226,138			232,567		50,557			15,608			569,687

	December 31, 2018
	Construction and Land Development		Secured by 1-4 Family Residential			Other Real Estate			Commercial and Industrial			Consumer and Other Loans			Total
Allowance for loan losses:
Beginning Balance, At December 31, 2017	$	414	$	775		$	2,948		$	418		$	771		$	5,326
Charge-offs		—		(55	)		—			(10	)		(1,104	)		(1,169	)
Recoveries		—		13			5			8			226			252
Provision for (recovery of) loan losses		147		162			(793	)		48			1,036			600
Ending Balance, December 31, 2018	$	561	$	895		$	2,160		$	464		$	929		$	5,009
Ending Balance:
Individually evaluated for impairment		71		172			—			—			—			243
Collectively evaluated for impairment		490		723			2,160			464			929			4,766
Loans:
Ending Balance	$	45,867	$	215,945		$	219,553		$	44,605		$	16,886		$	542,856
Individually evaluated for impairment		327		663			2,249			197			—			3,436
Collectively evaluated for impairment		45,540		215,282			217,304			44,408			16,886			539,420

	September 30, 2018
	Construction and Land Development		Secured by 1-4 Family Residential			Other Real Estate			Commercial and Industrial			Consumer and Other Loans			Total
Allowance for loan losses:
Beginning Balance, At December 31, 2017	$	414	$	775		$	2,948		$	418		$	771		$	5,326
Charge-offs		—		(56	)		—			(8	)		(731	)		(795	)
Recoveries		—		11			1			6			152			170
Provision for (recovery of) loan losses		128		(5	)		(677	)		26			628			100
Ending Balance, September 30, 2018	$	542	$	725		$	2,272		$	442		$	820		$	4,801
Ending Balance:
Individually evaluated for impairment		87		20			—			—			—			107
Collectively evaluated for impairment		455		705			2,272			442			820			4,694
Loans:
Ending Balance	$	42,982	$	211,938		$	224,903		$	42,861		$	17,137		$	539,821
Individually evaluated for impairment		343		438			2,029			197			—			3,007
Collectively evaluated for impairment		42,639		211,500			222,874			42,664			17,137			536,814

Impaired loans and the related allowance at

September 30, 2019

,

December 31, 2018

and

September 30, 2018

, were as follows (in thousands):

	September 30, 2019
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
Real estate loans:
Construction and land development	$	403	$	—	$	376	$	376	$	31	$	368	$	1
Secured by 1-4 family		781		543		147		690		16		800		1
Other real estate loans		515		473		27		500		27		858		3
Commercial and industrial		—		—		—		—		—		30		—
Total	$	1,699	$	1,016	$	550	$	1,566	$	74	$	2,056	$	5

	December 31, 2018
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
Real estate loans:
Construction and land development	$	336	$	—	$	327	$	327	$	71	$	758	$	12
Secured by 1-4 family		720		356		307		663		172		966		22
Other real estate loans		2,290		2,249		—		2,249		—		1,585		51
Commercial and industrial		200		197		—		197		—		146		—
Total	$	3,546	$	2,802	$	634	$	3,436	$	243	$	3,455	$	85

	September 30, 2018
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
Real estate loans:
Construction and land development	$	343	$	—	$	343	$	343	$	87	$	900	$	12
Secured by 1-4 family		511		287		151		438		20		1,172		5
Other real estate loans		2,069		2,029		—		2,029		—		1,433		37
Commercial and industrial		200		197		—		197		—		129		—
Total	$	3,123	$	2,513	$	494	$	3,007	$	107	$	3,634	$	54

The “Recorded Investment” amounts in the table above represent the outstanding principal balance on each loan represented in the table. The “Unpaid Principal Balance” represents the outstanding principal balance on each loan represented in the table plus any amounts that have been charged off on each loan and/or payments that have been applied towards principal on non-accrual loans. Only loan classes with balances are included in the tables above.

As of

September 30, 2019

, loans classified as troubled debt restructurings (TDRs) and included in impaired loans in the disclosure above totaled

$371

thousand. At

September 30, 2019

, 

none

of the loans classified as TDRs were performing under the restructured terms and all were considered non-performing assets. There were

$467

thousand in TDRs at

December 31, 2018

,

$264

thousand of which were performing under the restructured terms. Modified terms under TDRs

may

include rate reductions, extension of terms that are considered to be below market, conversion to interest only, and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. There were

no

loans modified under TDRs during the

three

months ended 

September 30, 2019.

There was

one

loan secured by

1

-

4

family residential real estate modified as a TDR during the 

nine

months ended 

September 30, 2019

because the loan was extended with terms considered to be below market. The TDR described above did

not

have an impact on the allowance for loan losses at

September 30, 2019

. There was

one

 

loan secured by

1

-

4

family residential real estate modified as a TDR during the

three

and

nine

months ended

September 30, 2018

 because the loan was renewed with an interest rate considered to be below the market rate. The loan modified as a TDR during

2018

increased the allowance for loan losses by

$19

thousand at

September 30, 2018.

For the

three

and

nine

months ended

September 30, 2019

and

2018

, there were

no

TDRs that subsequently defaulted within

twelve

months of the loan modification. Management defines default as over

ninety

days past due or the foreclosure and repossession of the collateral or charge-off of the loan during the

twelve

month period subsequent to the modification.

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Note 8 - Subordinated Debt

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Subordinated Borrowings Disclosure [Text Block]

Note

8.

Subordinated Debt

On

October 

30,

2015,

the Company entered into a Subordinated Loan Agreement (the Agreement) pursuant to which the Company issued an interest only subordinated term note due

2025

in the aggregate principal amount of

$5.0

million (the Note). The Note bears interest at a fixed rate of

6.75%

per annum. The Note qualifies as Tier

2

capital for regulatory capital purposes and at

September 30, 2019

, the total amount of subordinated debt issued was included in the Company’s Tier

2

capital. Unamortized debt issuance costs related to the Note were

$22

thousand and

$35

thousand at

September 30, 2019

and

December 31, 2018

, respectively.

The Note has a maturity date of

October 

1,

2025.

Subject to regulatory approval, the Company

may

prepay the Note, in part or in full, beginning on

October 

30,

2020.

The Note is an unsecured, subordinated obligation of the Company and ranks junior in right of payment to the Company’s senior indebtedness and to the Company’s obligations to its general creditors. The Note ranks equally with all other unsecured subordinated debt, except any which by its terms is expressly stated to be subordinated to the Note. The Note ranks senior to all current and future junior subordinated debt obligations, preferred stock, and common stock of the Company.

The Note is

not

convertible into common stock or preferred stock. The Agreement contains customary events of default such as the bankruptcy of the Company and the non-payment of principal or interest when due. The holder of the Note

may

accelerate the repayment of the Note only in the event of bankruptcy or similar proceedings and

not

for any other event of default.

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Note 13 - Stock Compensation Plans (Tables)

9 Months Ended

Sep. 30, 2019

Notes Tables

Share-based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]

	Nine Months Ended
	September 30, 2019
	Shares			Weighted Average Grant Date Fair Value
Unvested, beginning of year		7,103		$	17.93
Granted		8,692			19.56
Vested		(5,402	)		17.99
Forfeited		—			—
Unvested, end of period		10,393		$	19.26

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Note 5 - Other Real Estate Owned (OREO) (Tables)

9 Months Ended

Sep. 30, 2019

Notes Tables

Real Estate Investment Financial Statements, Disclosure [Table Text Block]

	Nine Months Ended		Year Ended
	September 30, 2019		December 31, 2018
Balance at the beginning of year, gross	$	—	$	326
Transfers in		—		68
Sales proceeds		—		(416	)
Gain on disposition		—		22
Balance at the end of period, gross	$	—	$	—
Less: valuation allowance		—		—
Balance at the end of period, net	$	—	$	—

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Note 1 - General (Details Textual) - USD ($) $ in Thousands		9 Months Ended
	Jan. 01, 2019	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	[1]
Debt Securities, Held-to-maturity, Total		$ 18,222
Other Comprehensive Income (Loss), Transfers from Held-to-maturity to Available-for-Sale Securities, before Tax		(431)
Debt Securities, Available-for-sale, Total		$ 114,568		$ 99,857
Accounting Standards Update 2017-12 [Member]
Debt Securities, Held-to-maturity, Total	$ (23,400)
Other Comprehensive Income (Loss), Transfers from Held-to-maturity to Available-for-Sale Securities, before Tax	431
Debt Securities, Available-for-sale, Total	$ 23,400

[1] Derived from audited consolidated financial statements.

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Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Securities, fair value	$ 18,259	$ 42,394
Allowance for loan losses	$ 4,912	$ 5,009
Preferred stock, par value (in dollars per share)	$ 1.25	$ 1.25
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 1.25	$ 1.25
Common stock, shares authorized (in shares)	8,000,000	8,000,000
Common stock, shares issued (in shares)	4,968,277	4,957,694
Common stock, shares outstanding (in shares)	4,968,277	4,957,694

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Note 4 - Allowance for Loan Losses - Impaired Loans and Related Allowances (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Impaired loans, unpaid principal balance	$ 1,699	$ 3,123	$ 3,546
Impaired loans, recorded investment with no allowance	1,016	2,513	2,802
Impaired loans, recorded investment with allowance	550	494	634
Impaired loans, total recorded investment	1,566	3,007	3,436
Impaired loans, related allowance	74	107	243
Impaired loans, average recorded investment	2,056	3,634	3,455
Impaired loans, interest income recognized	5	54	85
Real Estate 1 [Member] | Construction and Land Development [Member]
Impaired loans, unpaid principal balance	403	343	336
Impaired loans, recorded investment with no allowance
Impaired loans, recorded investment with allowance	376	343	327
Impaired loans, total recorded investment	376	343	327
Impaired loans, related allowance	31	87	71
Impaired loans, average recorded investment	368	900	758
Impaired loans, interest income recognized	1	12	12
Real Estate 1 [Member] | Secured by Multi-family Residential Properties [Member]
Impaired loans, unpaid principal balance	781	511	720
Impaired loans, recorded investment with no allowance	543	287	356
Impaired loans, recorded investment with allowance	147	151	307
Impaired loans, total recorded investment	690	438	663
Impaired loans, related allowance	16	20	172
Impaired loans, average recorded investment	800	1,172	966
Impaired loans, interest income recognized	1	5	22
Real Estate 1 [Member] | Other Real Estate Loans [Member]
Impaired loans, unpaid principal balance	515	2,069	2,290
Impaired loans, recorded investment with no allowance	473	2,029	2,249
Impaired loans, recorded investment with allowance	27
Impaired loans, total recorded investment	500	2,029	2,249
Impaired loans, related allowance	27
Impaired loans, average recorded investment	858	1,433	1,585
Impaired loans, interest income recognized	3	37	51
Commercial and Industrial Loans [Member]
Impaired loans, unpaid principal balance		200	200
Impaired loans, recorded investment with no allowance		197	197
Impaired loans, recorded investment with allowance
Impaired loans, total recorded investment		197	197
Impaired loans, related allowance
Impaired loans, average recorded investment	30	129	146
Impaired loans, interest income recognized

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Note 7 - Capital Requirements (Details Textual)	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Capital Conservation Buffer Phase, Period	4 years
Capital Conservation Buffer Percentage, Annual Installment	0.625%
Capital Conservation Buffer, Percentage	2.50%	1.875%
Capital Conservation Buffer Percentage, Maintained at Bank	6.57%	5.62%

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash Flows from Operating Activities
Net income	$ 6,840	$ 7,814
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment	1,003	1,006
Amortization of core deposit intangibles	241	359
Amortization of debt issuance costs	13	13
Origination of loans held for sale	(7,497)	(3,804)
Proceeds from sale of loans held for sale	6,899	3,789
Net gains on sales of loans held for sale	(81)	(63)
Provision for loan losses	200	100
Net gains on sale of other real estate owned		(22)
Increase in cash value of bank owned life insurance	(333)	(274)
Accretion of discounts and amortization of premiums on securities, net	447	420
Accretion of premium on time deposits	(46)	(64)
Stock-based compensation	159	170
Excess tax benefits on stock-based compensation	(2)	(7)
Losses on disposal of premises and equipment		2
Deferred income tax (benefit) expense	(97)	72
Changes in assets and liabilities:
Decrease (increase) in interest receivable	60	(222)
(Increase) decrease in other assets	(1,122)	1,384
Increase (decrease) in accrued expenses and other liabilities	210	(390)
Net cash provided by operating activities	6,894	10,283
Cash Flows from Investing Activities
Proceeds from maturities, calls, and principal payments of securities available for sale	14,431	11,264
Proceeds from maturities, calls, and principal payments of securities held to maturity	1,669	3,828
Purchases of securities available for sale	(2,336)	(27,146)
Net purchase of restricted securities	(118)	(20)
Purchase of premises and equipment	(883)	(689)
Proceeds from sale of premises and equipment		15
Proceeds from sale of other real estate owned		416
Purchase of bank owned life insurance	(3,000)
Proceeds from cash value of bank owned life insurance		347
Net increase in loans	(28,694)	(18,313)
Net cash used in investing activities	(18,931)	(30,298)
Cash Flows from Financing Activities
Net increase in demand deposits and savings accounts	14,497	4,952
Net increase (decrease) in time deposits	604	(2,764)
Cash dividends paid on common stock, net of reinvestment	(1,257)	(697)
Net cash provided by financing activities	13,792	1,467
Increase (decrease) in cash and cash equivalents	1,755	(18,548)
Cash and Cash Equivalents
Beginning	28,618	39,986
Ending	30,373	21,438
Supplemental Disclosures of Cash Flow Information
Interest	3,658	2,557
Income taxes	1,576	709
Supplemental Disclosures of Noncash Investing and Financing Activities
Unrealized gains (losses) on securities available for sale	4,167	(2,110)
Unrealized losses on securities transferred from held to maturity to available for sale	(431)
Fair value of securities transferred from held to maturity to available for sale	23,036
Change in pension liability		(126)
Transfer from loans to other real estate owned		68
Issuance of common stock, dividend reinvestment plan	83	46
First National Corporation 2014 Stock Incentive Plan [Member]
Cash Flows from Financing Activities
Repurchase of common stock	(20)	(24)
Employee Stock Ownership Plan [Member]
Cash Flows from Financing Activities
Repurchase of common stock	$ (32)

XML

Note 10 - Benefit Plans (Details Textual) $ in Thousands		9 Months Ended
	Mar. 15, 2019	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)
Defined Contribution Plan, Employer Matching Contribution, Percent of Match		1.00%
Defined Contribution Plan, Employer Matching Contribution for Employee's Contribution Between Two and Six Percent, Percent of Match		50.00%
Defined Contribution Plan, Minimum Age for Eligibility		19 years
Defined Contribution Plan, Employer Matching Contribution, Vesting Period		2 years
The 401(k) Plan [Member]
Defined Contribution Plan, Cost		$ 631	$ 596
Supplemental Employee Retirement Plan [Member]
Defined Contribution Plan, Cost		$ 155
Defined Contribution Plan, Number of Employees	3
Defined Contribution Plan, Retirement Benefits Payable, Number of Monthly Payments	180

XML

Note 16 - Leases - Schedule of Lease Cost and Additional Information Related to Operating Leases (Details) - USD ($) $ in Thousands		3 Months Ended
		Sep. 30, 2019	Sep. 30, 2018
Weighted average remaining lease term, in years (Year)		2 years 328 days
Weighted average discount rate		2.79%
Operating lease expense		$ 33	$ 99
Short-term lease expense		1	4
Total lease expense	[1]	34	103
Cash paid for amounts included in lease liability		$ 34	$ 102

[1] Included in occupancy expense in the Company's consolidated statements of income.

XML

Note 3 - Loans

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Loans, Notes, Trade and Other Receivables, Excluding Allowance for Credit Losses [Text Block]

Note

3.

Loans

Loans at

September 30, 2019

and

December 31, 2018

are summarized as follows (in thousands):

	September 30, 2019			December 31, 2018
Real estate loans:
Construction and land development	$	45,193		$	45,867
Secured by 1-4 family residential		226,828			215,945
Other real estate loans		233,067			219,553
Commercial and industrial loans		50,557			44,605
Consumer and other loans		15,608			16,886
Total loans	$	571,253		$	542,856
Allowance for loan losses		(4,912	)		(5,009	)
Loans, net	$	566,341		$	537,847

Net deferred loan fees included in the above loan categories were

$288

thousand and

$274

thousand at

September 30, 2019

and

December 31, 2018

, respectively. Consumer and other loans included

$263

thousand and

$275

thousand of demand deposit overdrafts at

September 30, 2019

and

December 31, 2018

, respectively.

Risk characteristics of each loan portfolio class that are considered by the Company include:

• 1 - 4 family residential mortgage loans carry risks associated with the continued creditworthiness of the borrower and changes in the value of the collateral.

• Real estate construction and land development loans carry risks that the project may not be finished according to schedule, the project may not be finished according to budget, and the value of the collateral may, at any point in time, be less than the principal amount of the loan. Construction loans also bear the risk that the general contractor, who may or may not be a loan customer, may be unable to finish the construction project as planned because of financial pressure or other factors unrelated to the project.

• Other real estate loans carry risks associated with the successful operation of a business or a real estate project, in addition to other risks associated with the ownership of real estate, because repayment of these loans may be dependent upon the profitability and cash flows of the business or project.

• Commercial and industrial loans carry risks associated with the successful operation of a business because repayment of these loans may be dependent upon the profitability and cash flows of the business. In addition, there is risk associated with the value of collateral other than real estate which may depreciate over time and cannot be appraised with as much reliability.

• Consumer and other loans carry risk associated with the continued creditworthiness of the borrower and the value of the collateral, if any. These loans are typically either unsecured or secured by rapidly depreciating assets such as automobiles. They are also likely to be immediately and adversely affected by job loss, divorce, illness, personal bankruptcy, or other changes in circumstances. Consumer and other loans also include purchased consumer loans which could have been originated outside of the Company's market area.

The following tables provide a summary of loan classes and an aging of past due loans as of

September 30, 2019

and

December 31, 2018

(in thousands):

	September 30, 2019
	30-59 Days Past Due		60-89 Days Past Due		> 90 Days Past Due		Total Past Due		Current		Total Loans		Non-accrual Loans		90 Days or More Past Due and Accruing
Real estate loans:
Construction and land development	$	50	$	—	$	—	$	50	$	45,143	$	45,193	$	376	$	—
Secured by 1-4 family residential		612		253		156		1,021		225,807		226,828		690		67
Other real estate loans		49		—		425		474		232,593		233,067		500		—
Commercial and industrial		46		—		—		46		50,511		50,557		—		—
Consumer and other loans		62		25		46		133		15,475		15,608		—		46
Total	$	819	$	278	$	627	$	1,724	$	569,529	$	571,253	$	1,566	$	113

	December 31, 2018
	30-59 Days Past Due		60-89 Days Past Due		> 90 Days Past Due		Total Past Due		Current		Total Loans		Non-accrual Loans		90 Days or More Past Due and Accruing
Real estate loans:
Construction and land development	$	88	$	80	$	—	$	168	$	45,699	$	45,867	$	327	$	—
Secured by 1-4 family residential		747		393		423		1,563		214,382		215,945		663		—
Other real estate loans		145		36		2,207		2,388		217,165		219,553		1,985		222
Commercial and industrial		—		25		210		235		44,370		44,605		197		13
Consumer and other loans		90		—		—		90		16,796		16,886		—		—
Total	$	1,070	$	534	$	2,840	$	4,444	$	538,412	$	542,856	$	3,172	$	235

Credit Quality Indicators

As part of the ongoing monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to the risk grading of specified classes of loans. The Company utilizes a risk grading matrix to assign a rating to each of its loans. The loan ratings are summarized into the following categories: pass, special mention, substandard, doubtful and loss. Pass rated loans include all risk rated credits other than those included in special mention, substandard or doubtful. Loans classified as loss are charged-off. Loan officers assign risk grades to loans at origination and as renewals arise. The Bank’s Credit Administration department reviews risk grades for accuracy on a quarterly basis and as credit issues arise. In addition, a certain amount of loans are reviewed each year through the Company’s internal and external loan review process. A description of the general characteristics of the loan grading categories is as follows:

Pass –

Loans classified as pass exhibit acceptable operating trends, balance sheet trends, and liquidity. Sufficient cash flow exists to service the loan. All obligations have been paid by the borrower as agreed.

Special Mention –

Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses

may

result in deterioration of the repayment prospects for the loan or the Bank’s credit position at some future date.

Substandard –

Loans classified as substandard are inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are

not

corrected.

Doubtful –

Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The Company considers all doubtful loans to be impaired and places the loan on non-accrual status.

Loss –

Loans classified as loss are considered uncollectable and of such little value that their continuance as bankable assets is

not

warranted.

The following tables provide an analysis of the credit risk profile of each loan class as of

September 30, 2019

and

December 31, 2018

(in thousands):

	September 30, 2019
	Pass		Special Mention		Substandard		Doubtful		Total
Real estate loans:
Construction and land development	$	44,575	$	79	$	539	$	—	$	45,193
Secured by 1-4 family residential		225,349		529		950		—		226,828
Other real estate loans		229,377		837		2,853		—		233,067
Commercial and industrial		49,562		13		982		—		50,557
Consumer and other loans		15,608		—		—		—		15,608
Total	$	564,471	$	1,458	$	5,324	$	—	$	571,253

	December 31, 2018
	Pass		Special Mention		Substandard		Doubtful		Total
Real estate loans:
Construction and land development	$	45,054	$	235	$	578	$	—	$	45,867
Secured by 1-4 family residential		214,089		924		932		—		215,945
Other real estate loans		213,681		900		4,972		—		219,553
Commercial and industrial		44,373		19		213		—		44,605
Consumer and other loans		16,886		—		—		—		16,886
Total	$	534,083	$	2,078	$	6,695	$	—	$	542,856

XML

Note 7 - Capital Requirements

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Regulatory Capital Requirements under Banking Regulations [Text Block]

Note

7.

Capital Requirements

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings, and other factors. Prompt corrective action provisions are

not

applicable to bank holding companies.

The final rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (Basel III rules) became effective

January 

1,

2015,

with full compliance of all the requirements phased in over a multi-year schedule, and became fully phased in

January 

1,

2019.

As part of the new requirements, the common equity Tier

1

capital ratio is calculated and utilized in the assessment of capital for all institutions. The final rules also established a “capital conservation buffer” above the new regulatory minimum capital requirements. The capital conservation buffer has been phased-in over

four

years, which began on

January 

1,

2016

and was fully implemented on

January 1, 2019.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total (as defined in the regulations), Tier

1

(as defined), and common equity Tier

1

capital (as defined) to risk-weighted assets (as defined), and of Tier

1

capital to average assets. Management believes, as of

September 30, 2019

and

December 31, 2018

, that the Bank met all capital adequacy requirements to which it is subject.

As of

September 30, 2019

, the most recent notification from the Federal Reserve Bank categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum risk-based capital and leverage ratios as set forth in the following table. There are

no

conditions or events since that notification that management believes have changed the Bank’s category.

A comparison of the capital of the Bank at

September 30, 2019

and

December 31, 2018

with the minimum regulatory guidelines were as follows (dollars in thousands):

	Actual					Minimum Capital Requirement					Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
September 30, 2019
Total Capital (to Risk-Weighted Assets)	$	83,591		14.57	%	$	45,903		8.00	%	$	57,379		10.00	%
Tier 1 Capital (to Risk-Weighted Assets)	$	78,679		13.71	%	$	34,428		6.00	%	$	45,903		8.00	%
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	78,679		13.71	%	$	25,821		4.50	%	$	37,296		6.50	%
Tier 1 Capital (to Average Assets)	$	78,679		10.09	%	$	31,205		4.00	%	$	39,006		5.00	%
December 31, 2018
Total Capital (to Risk-Weighted Assets)	$	74,697		13.62	%	$	43,859		8.00	%	$	54,824		10.00	%
Tier 1 Capital (to Risk-Weighted Assets)	$	69,688		12.71	%	$	32,894		6.00	%	$	43,859		8.00	%
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	69,688		12.71	%	$	24,671		4.50	%	$	35,635		6.50	%
Tier 1 Capital (to Average Assets)	$	69,688		9.26	%	$	30,100		4.00	%	$	37,625		5.00	%

In addition to the regulatory minimum risk-based capital amounts presented above, the Bank must maintain a capital conservation buffer as required by the Basel III final rules. The buffer began applying to the Bank on

January 

1,

2016,

and is subject to phase-in from

2016

to

2019

in equal annual installments of

0.625%.

Accordingly, the Bank was required to maintain a capital conservation buffer of

2.50%

and

1.875%

at

September 30, 2019

and

December 31, 2018

, respectively. Under the final rules, an institution is subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. As of

September 30, 2019

and

December 31, 2018

, the capital conservation buffer of the Bank was

6.57%

and

5.62%,

respectively.

XML

Note 2 - Securities (Details Textual) $ in Thousands		9 Months Ended		12 Months Ended
	Jan. 01, 2019 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Weighted Average Re-pricing Term		3 years 182 days		4 years 219 days
Debt Securities, Held-to-maturity, Fair Value, Total		$ 18,259		$ 42,394
Other Comprehensive Income (Loss), Transfers from Held-to-maturity to Available-for-Sale Securities, before Tax		(431)
Other-than-temporary Impairment Loss, Debt Securities, Available-for-sale, Recognized in Earnings		0
Debt Securities, Available-for-sale, Total		$ 114,568		$ 99,857	[1]
Accounting Standards Update 2017-12 [Member]
Debt Securities, Held-to-maturity, Fair Value, Total	$ 23,000
Other Comprehensive Income (Loss), Transfers from Held-to-maturity to Available-for-Sale Securities, before Tax	431
Debt Securities, Available-for-sale, Total	$ 23,400
US Agency and Mortgage-backed Securities [Member]
Available-for-sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Number of Positions, Total		33		83
Available-for-Sale Securities, Number of Securities		90		90
Debt Securities, Held-to-maturity, Fair Value, Total		$ 13,069		$ 26,551
Debt Securities, Available-for-sale, Total		$ 87,932		$ 84,922
Municipal Bonds [Member]
Available-for-sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Number of Positions, Total		1		56
Available-for-Sale Securities, Number of Securities		81		82
Debt Securities, Held-to-maturity, Fair Value, Total		$ 3,670		$ 14,334
Debt Securities, Available-for-sale, Total		$ 26,636		$ 14,935

[1] Derived from audited consolidated financial statements.

XML

Note 14 - Accumulated Other Comprehensive Income (Loss) (Tables)

9 Months Ended

Sep. 30, 2019

Notes Tables

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

	Net Unrealized Gains (Losses) on Securities			Adjustments Related to Pension Benefits			Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2017	$	(1,057	)	$	99		$	(958	)
Unrealized holding losses (net of tax, ($443))		(1,667	)		—			(1,667	)
Pension liability adjustment (net of tax, ($27))		—			(99	)		(99	)
Change during period		(1,667	)		(99	)		(1,766	)
Balance at September 30, 2018	$	(2,724	)	$	—		$	(2,724	)
Balance at December 31, 2018	$	(1,808	)	$	—		$	(1,808	)
Unrealized holding gains (net of tax, $875)		3,292			—			3,292
Unrealized holding losses transferred from held to maturity to available for sale (net of tax, ($91))		(340	)		—			(340	)
Change during period		2,952			—			2,952
Balance at September 30, 2019	$	1,144		$	—		$	1,144

XML

Note 7 - Capital Requirements (Tables)

9 Months Ended

Sep. 30, 2019

Notes Tables

Schedule of Compliance with Regulatory Capital Requirements under Banking Regulations [Table Text Block]

	Actual					Minimum Capital Requirement					Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
September 30, 2019
Total Capital (to Risk-Weighted Assets)	$	83,591		14.57	%	$	45,903		8.00	%	$	57,379		10.00	%
Tier 1 Capital (to Risk-Weighted Assets)	$	78,679		13.71	%	$	34,428		6.00	%	$	45,903		8.00	%
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	78,679		13.71	%	$	25,821		4.50	%	$	37,296		6.50	%
Tier 1 Capital (to Average Assets)	$	78,679		10.09	%	$	31,205		4.00	%	$	39,006		5.00	%
December 31, 2018
Total Capital (to Risk-Weighted Assets)	$	74,697		13.62	%	$	43,859		8.00	%	$	54,824		10.00	%
Tier 1 Capital (to Risk-Weighted Assets)	$	69,688		12.71	%	$	32,894		6.00	%	$	43,859		8.00	%
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	69,688		12.71	%	$	24,671		4.50	%	$	35,635		6.50	%
Tier 1 Capital (to Average Assets)	$	69,688		9.26	%	$	30,100		4.00	%	$	37,625		5.00	%

XML

Note 11 - Earnings Per Common Share

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Earnings Per Share [Text Block]

Note

11.

Earnings per Common Share

Basic earnings per common share represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance.

The following table presents the computation of basic and diluted earnings per share for the

three

and

nine

months ended

September 30, 2019

and

2018

(dollars in thousands, except per share data):

	Three Months Ended				Nine Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
(Numerator):
Net income	$	2,493	$	2,676	$	6,840	$	7,814
(Denominator):
Weighted average shares outstanding – basic		4,966,641		4,955,162		4,963,571		4,952,351
Potentially dilutive common shares – restricted stock units		2,485		3,000		2,813		2,604
Weighted average shares outstanding – diluted		4,969,126		4,958,162		4,966,384		4,954,955
Income per common share
Basic	$	0.50	$	0.54	$	1.38	$	1.58
Diluted	$	0.50	$	0.54	$	1.38	$	1.58

XML

Note 15 - Revenue Recognition

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

Note

15.

Revenue Recognition

On

January 1, 2018,

the Company adopted ASU

No.

2014

-

09,

"Revenue from Contracts with Customers: Topic

606"

and all subsequent ASUs that modified Topic

606.

Most revenue associated with financial instruments, including interest income, loan origination fees, and credit card fees, is outside the scope of the guidance. Gains and losses on investment securities, derivatives, financial guarantees, and sales of financial instruments are similarly excluded from the scope. The guidance is applicable to noninterest revenue streams such as service charges on deposit accounts, ATM and check card fees, wealth management fees, and fees for other customer services. Noninterest revenue streams within the scope of Topic

606

are discussed below.

Service charges on deposit accounts

Service charges on deposit accounts consist of monthly service fees, overdraft and nonsufficient funds fees, and other deposit account related fees. The Company's performance obligation for monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers' accounts. Overdraft and nonsufficient funds fees and other deposit account related fees are transactional based, and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time.

ATM and check card fees

ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. ATM fees are transactional based, and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time. Check card fees are primarily comprised of interchange fee income. Interchange fees are earned whenever the Company's debit cards are processed through card payment networks, such as Visa. The Company's performance obligation for interchange fee income is largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. In compliance with Topic

606,

debit card fee income is presented net of associated expense.

Wealth management fees

Wealth management fees are primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company's performance obligation is generally satisfied over time and the resulting fees are primarily recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month-end through a direct charge to customers' accounts. Estate management fees are based upon the size of the estate. Revenue for estate management fees are recorded periodically, according to a fee schedule, and are based on the services that have been provided.

Fees for other customer services

Fees for other customer services include check ordering charges, merchant services income, safe deposit box rental fees, and other service charges. Check ordering charges are transactional based, and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time. Merchant services income mainly represent fees charged to merchants to process their debit and credit card transactions. The Company's performance obligation for merchant services income is largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation.

The following table presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic

606,

for the

three

and

nine

months ended

September 30, 2019

 and

2018

 (in thousands):

	Three Months Ended				Nine Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Noninterest Income
Service charges on deposit accounts	$	757	$	818	$	2,173	$	2,364
ATM and check card fees		586		540		1,676		1,614
Wealth management fees		477		423		1,372		1,239
Fees for other customer services		177		143		505		447
Noninterest income (in-scope of Topic 606)	$	1,997	$	1,924	$	5,726	$	5,664
Noninterest income (out-of-scope of Topic 606)		194		254		485		1,214
Total noninterest income	$	2,191	$	2,178	$	6,211	$	6,878

XML

Note 3 - Loans (Tables)

9 Months Ended

Sep. 30, 2019

Notes Tables

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

	September 30, 2019			December 31, 2018
Real estate loans:
Construction and land development	$	45,193		$	45,867
Secured by 1-4 family residential		226,828			215,945
Other real estate loans		233,067			219,553
Commercial and industrial loans		50,557			44,605
Consumer and other loans		15,608			16,886
Total loans	$	571,253		$	542,856
Allowance for loan losses		(4,912	)		(5,009	)
Loans, net	$	566,341		$	537,847

Financing Receivable, Past Due [Table Text Block]

	September 30, 2019
	30-59 Days Past Due		60-89 Days Past Due		> 90 Days Past Due		Total Past Due		Current		Total Loans		Non-accrual Loans		90 Days or More Past Due and Accruing
Real estate loans:
Construction and land development	$	50	$	—	$	—	$	50	$	45,143	$	45,193	$	376	$	—
Secured by 1-4 family residential		612		253		156		1,021		225,807		226,828		690		67
Other real estate loans		49		—		425		474		232,593		233,067		500		—
Commercial and industrial		46		—		—		46		50,511		50,557		—		—
Consumer and other loans		62		25		46		133		15,475		15,608		—		46
Total	$	819	$	278	$	627	$	1,724	$	569,529	$	571,253	$	1,566	$	113

	December 31, 2018
	30-59 Days Past Due		60-89 Days Past Due		> 90 Days Past Due		Total Past Due		Current		Total Loans		Non-accrual Loans		90 Days or More Past Due and Accruing
Real estate loans:
Construction and land development	$	88	$	80	$	—	$	168	$	45,699	$	45,867	$	327	$	—
Secured by 1-4 family residential		747		393		423		1,563		214,382		215,945		663		—
Other real estate loans		145		36		2,207		2,388		217,165		219,553		1,985		222
Commercial and industrial		—		25		210		235		44,370		44,605		197		13
Consumer and other loans		90		—		—		90		16,796		16,886		—		—
Total	$	1,070	$	534	$	2,840	$	4,444	$	538,412	$	542,856	$	3,172	$	235

Financing Receivable Credit Quality Indicators [Table Text Block]

	September 30, 2019
	Pass		Special Mention		Substandard		Doubtful		Total
Real estate loans:
Construction and land development	$	44,575	$	79	$	539	$	—	$	45,193
Secured by 1-4 family residential		225,349		529		950		—		226,828
Other real estate loans		229,377		837		2,853		—		233,067
Commercial and industrial		49,562		13		982		—		50,557
Consumer and other loans		15,608		—		—		—		15,608
Total	$	564,471	$	1,458	$	5,324	$	—	$	571,253

	December 31, 2018
	Pass		Special Mention		Substandard		Doubtful		Total
Real estate loans:
Construction and land development	$	45,054	$	235	$	578	$	—	$	45,867
Secured by 1-4 family residential		214,089		924		932		—		215,945
Other real estate loans		213,681		900		4,972		—		219,553
Commercial and industrial		44,373		19		213		—		44,605
Consumer and other loans		16,886		—		—		—		16,886
Total	$	534,083	$	2,078	$	6,695	$	—	$	542,856

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Note 4 - Allowance for Loan Losses - Allowance by Impairment Methodology and Loans by Impairment Methodology (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Beginning balance	$ 5,009	$ 5,326	$ 5,326
Charge-offs	(603)	(795)	(1,169)
Recoveries	306	170	252
Provision for (recovery of) loan losses	200	100	600
Ending balance	4,912	4,801	5,009
Individually evaluated for impairment, allowance	74	107	243
Collectively evaluated for impairment, allowance	4,838	4,694	4,766
Loans	571,253	539,821	542,856
Individually evaluated for impairment, loans	1,566	3,007	3,436
Collectively evaluated for impairment, loans	569,687	536,814	539,420
Real Estate 1 [Member] | Construction and Land Development [Member]
Beginning balance	561	414	414
Charge-offs
Recoveries	50
Provision for (recovery of) loan losses	(119)	128	147
Ending balance	492	542	561
Individually evaluated for impairment, allowance	31	87	71
Collectively evaluated for impairment, allowance	461	455	490
Loans	45,193	42,982	45,867
Individually evaluated for impairment, loans	376	343	327
Collectively evaluated for impairment, loans	44,817	42,639	45,540
Real Estate 1 [Member] | Secured by Multi-family Residential Properties [Member]
Beginning balance	895	775	775
Charge-offs	(58)	(56)	(55)
Recoveries	8	11	13
Provision for (recovery of) loan losses	(71)	(5)	162
Ending balance	774	725	895
Individually evaluated for impairment, allowance	16	20	172
Collectively evaluated for impairment, allowance	758	705	723
Loans	226,828	211,938	215,945
Individually evaluated for impairment, loans	690	438	663
Collectively evaluated for impairment, loans	226,138	211,500	215,282
Real Estate 1 [Member] | Other Real Estate Loans [Member]
Beginning balance	2,160	2,948	2,948
Charge-offs
Recoveries		1	5
Provision for (recovery of) loan losses	166	(677)	(793)
Ending balance	2,326	2,272	2,160
Individually evaluated for impairment, allowance	27
Collectively evaluated for impairment, allowance	2,299	2,272	2,160
Loans	233,067	224,903	219,553
Individually evaluated for impairment, loans	500	2,029	2,249
Collectively evaluated for impairment, loans	232,567	222,874	217,304
Commercial and Industrial Loans [Member]
Beginning balance	464	418	418
Charge-offs	(2)	(8)	(10)
Recoveries	6	6	8
Provision for (recovery of) loan losses	98	26	48
Ending balance	566	442	464
Individually evaluated for impairment, allowance
Collectively evaluated for impairment, allowance	566	442	464
Loans	50,557	42,861	44,605
Individually evaluated for impairment, loans		197	197
Collectively evaluated for impairment, loans	50,557	42,664	44,408
Consumer and Other Loans [Member]
Beginning balance	929	771	771
Charge-offs	(543)	(731)	(1,104)
Recoveries	242	152	226
Provision for (recovery of) loan losses	126	628	1,036
Ending balance	754	820	929
Individually evaluated for impairment, allowance
Collectively evaluated for impairment, allowance	754	820	929
Loans	15,608	17,137	16,886
Individually evaluated for impairment, loans
Collectively evaluated for impairment, loans	$ 15,608	$ 17,137	$ 16,886

XML

Note 3 - Loans - Summary of Loans (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018		Sep. 30, 2018	Dec. 31, 2017
Loans	$ 571,253	$ 542,856		$ 539,821
Allowance for loan losses	(4,912)	(5,009)		(4,801)	$ (5,326)
Loans, net	566,341	537,847	[1]
Commercial and Industrial Loans [Member]
Loans	50,557	44,605		42,861
Allowance for loan losses	(566)	(464)		(442)	(418)
Consumer and Other Loans [Member]
Loans	15,608	16,886		17,137
Allowance for loan losses	(754)	(929)		(820)	(771)
Construction and Land Development [Member] | Real Estate 1 [Member]
Loans	45,193	45,867		42,982
Allowance for loan losses	(492)	(561)		(542)	(414)
Secured by Multi-family Residential Properties [Member] | Real Estate 1 [Member]
Loans	226,828	215,945		211,938
Allowance for loan losses	(774)	(895)		(725)	(775)
Other Real Estate Loans [Member] | Real Estate 1 [Member]
Loans	233,067	219,553		224,903
Allowance for loan losses	$ (2,326)	(2,160)		$ (2,272)	$ (2,948)
Consumer and Other Loans [Member] | Consumer and Other Loans [Member]
Loans		$ 16,886

[1] Derived from audited consolidated financial statements.

XML

Note 2 - Securities - Investments in an Unrealized Loss Position That Were Temporarily Impaired (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Securities available for sale:
Less than 12 months, fair value, available for sale securities	$ 14,016	$ 30,111
Less than 12 months, unrealized (loss), available for sale securities	(46)	(240)
12 months or more, fair value, available for sale securities	14,185	54,779
12 months or more, unrealized (loss), available for sale securities	(139)	(2,125)
Total, fair value, available for sale securities	28,201	84,890
Total, unrealized (loss), available for sale securities	(185)	(2,365)
Securities held to maturity:
Less than 12 months, fair value, held to maturity securities		5,326
Less than 12 months, unrealized (loss), held to maturity securities		(37)
12 months or more, fair value, held to maturity securities	7,692	32,666
12 months or more, unrealized (loss), held to maturity securities	(71)	(1,006)
Total, fair value, held to maturity securities	7,692	37,992
Total, unrealized (loss), held to maturity securities	(71)	(1,043)
Less than 12 months, fair value, total securities	14,016	35,437
Less than 12 months, unrealized (loss), total securities	(46)	(277)
12 months or more, fair value, total securities	21,877	87,445
12 months or more, unrealized (loss), total securities	(210)	(3,131)
Total, fair value, total securities	35,893	122,882
Total, unrealized (loss), total securities	(256)	(3,408)
US Agency and Mortgage-backed Securities [Member]
Securities available for sale:
Less than 12 months, fair value, available for sale securities	13,786	26,350
Less than 12 months, unrealized (loss), available for sale securities	(45)	(215)
12 months or more, fair value, available for sale securities	14,185	49,652
12 months or more, unrealized (loss), available for sale securities	(139)	(1,851)
Total, fair value, available for sale securities	27,971	76,002
Total, unrealized (loss), available for sale securities	(184)	(2,066)
Securities held to maturity:
Less than 12 months, fair value, held to maturity securities
Less than 12 months, unrealized (loss), held to maturity securities
12 months or more, fair value, held to maturity securities	7,692	26,551
12 months or more, unrealized (loss), held to maturity securities	(71)	(869)
Total, fair value, held to maturity securities	7,692	26,551
Total, unrealized (loss), held to maturity securities	(71)	(869)
Municipal Bonds [Member]
Securities available for sale:
Less than 12 months, fair value, available for sale securities	230	3,761
Less than 12 months, unrealized (loss), available for sale securities	(1)	(25)
12 months or more, fair value, available for sale securities		5,127
12 months or more, unrealized (loss), available for sale securities		(274)
Total, fair value, available for sale securities	230	8,888
Total, unrealized (loss), available for sale securities	$ (1)	(299)
Securities held to maturity:
Less than 12 months, fair value, held to maturity securities		5,326
Less than 12 months, unrealized (loss), held to maturity securities		(37)
12 months or more, fair value, held to maturity securities		6,115
12 months or more, unrealized (loss), held to maturity securities		(137)
Total, fair value, held to maturity securities		11,441
Total, unrealized (loss), held to maturity securities		$ (174)

XML

Note 12 - Fair Value Measurements - Assets Measured at Fair Value on a Nonrecurring Basis (Details) - Impaired Loans [Member] - Fair Value, Nonrecurring [Member] - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Impaired loans, net	$ 476	$ 391
Fair Value, Inputs, Level 1 [Member]
Impaired loans, net
Fair Value, Inputs, Level 2 [Member]
Impaired loans, net
Fair Value, Inputs, Level 3 [Member]
Impaired loans, net	$ 476	$ 391

XML

Note 13 - Stock Compensation Plan - Summary of Restricted Stock Unit Activity (Details)	9 Months Ended
	Sep. 30, 2019 $ / shares shares
Unvested, beginning of year, shares (in shares) | shares	7,103
Unvested, beginning of year, weighted average grant date fair value (in dollars per share) | $ / shares	$ 17.93
Granted, shares (in shares) | shares	8,692
Granted, weighted average grant date fair value (in dollars per share) | $ / shares	$ 19.56
Vested, shares (in shares) | shares	(5,402)
Vested, weighted average grant date fair value (in dollars per share) | $ / shares	$ 17.99
Forfeited, shares (in shares) | shares
Forfeited, weighted average grant date fair value (in dollars per share) | $ / shares
Unvested, end of period, shares (in shares) | shares	10,393
Unvested, end of period, weighted average grant date fair value (in dollars per share) | $ / shares	$ 19.26