(In thousands)

March 31,
2016

December 31,
2015

September 30,
2015

June 30,
2015

March 31,
2015

Nonaccrual loans

Loans 90 days or more past due and still accruing

Restructured loans

Total nonperforming loans

Other real estate owned

Other foreclosed assets

Total nonperforming assets

Ratio of total nonperforming loans to total loans

Ratio of total nonperforming assets to total assets

(In thousands)

Nonaccrual
Loans

Restructured
Loans

Other Real
Estate Owned

Balance at December 31, 2015

Additions

Principal paydowns

Transfers to other real estate owned/other foreclosed assets and other increases

Charge-offs/write-downs

Proceeds from sales

Net loss on sales

Balance at March 31, 2016

●

Net income was $6.2 million or $.82 per common share for the first quarter of 2016, an increase of $2.6 million or $.34 per common share compared to the linked quarter. The increase in net income is primarily attributed to a pretax gain of $4.1 million related to the early extinguishment of debt.

●

Net interest income increased $233 thousand or 1.8%. The increase was driven by higher interest income of $158 thousand or 1.0% combined with a decline in interest expense of $75 thousand or 3.5%. Interest income on loans increased $189 thousand or 1.6%, driven by the collection of $236 thousand related to a nonaccrual commercial real estate loan that fully paid off during the quarter. Interest expense on borrowed funds declined $43 thousand or 3.0% in the comparison, primarily due to the early extinguishment of debt. Interest expense on deposits decreased $32 thousand or 4.7%.

●

Net interest margin was 3.36% for the current quarter, an increase of ten basis points from 3.26% in the linked quarter. Net interest spread was 3.20% and 3.10% in the current and linked quarters, respectively. Overall cost of funds decreased one basis points to 0.66%. Net interest margin and spread for the current quarter was positively impacted six basis points related to the collection of interest on the nonaccrual commercial real estate loan identified above.

●

The Company recorded a credit to the provision for loan losses of $473 thousand and $722 thousand for the current and linked quarter, respectively. The overall credit quality of the loan portfolio has continued to improve. Nonperforming, watch list, and substandard loans each declined during the quarter. Although impaired loans edged up $2.1 million during the quarter primarily related to one credit, the specific reserve on total impaired loans declined $205 thousand or 7.1%. This is due to the characteristics of the individual loans that are classified as impaired. Historical loss rates continued to improve as lower recent charge-off activity has replaced higher levels that had been included in the early part of the Company’s look-back period used in its allowance for loan losses methodology.

●

While historical loss rates may continue improving in the near term due to elevated charge-offs falling out of the look-back period, this improvement may not necessarily correlate to a lower provision for loan losses. Other qualitative factors, such as changes in loan volume, the overall makeup of the portfolio, economic conditions, and other risk factors applied to historical loss rates may offset to some degree the impact of a decrease to the historical loss rates.

●

Noninterest income was $9.5 million for the current quarter, an increase of $4.0 million or 71.2% in the comparison. The increase in noninterest income is mainly attributed to the $4.1 million gain related to the early extinguishment of $15.5 million of debt. Noninterest income in the current quarter also includes a $100 thousand payment received related to a litigation settlement. Trust income increased $102 thousand or 18.5% mainly due to higher managed asset values attributed to market value increases. Income from company-owned life insurance increased $90 thousand or 38.3%. The current quarter includes $81 thousand attributed to a tax-free death benefit received in excess of the cash surrender value.

●

Partially offsetting those increases was lower nondeposit service charges, commissions, and fees of $207 thousand or 13.9%, lower allotment processing fees of $89 thousand or 9.2%, and lower income from service charges and fees on deposits of $89 thousand or 4.6%. Nondeposit service charges, commissions, and fees declined primarily due to insurance premium income related to a large policy renewal in the linked quarter, and a decrease in interchange fees of $45 thousand due to seasonal activity. The decrease in allotment processing fees was attributed to lower processing volume. Service charges and fees on deposits declined due to lower overdraft fees of $104 thousand or 9.5% related to a decline in volume.

●

Noninterest expenses were $14.4 million, a decrease of $278 thousand or 1.9%. The decrease was driven by lower amortization of intangible assets of $112 thousand and lower expenses related to salaries and employee benefits of $83 thousand or 1.0%. Amortization of intangible assets declined as a result being fully amortized at year-end 2015. The overall decrease in salaries and employee benefits is due to the accrual of discretionary bonuses of $231 thousand in the prior quarter, partially offset by normal increases to salary and related payroll taxes in the current quarter and the addition of a new Chief Operating Officer.

●

Income tax expense was $2.7 million for the current quarter, an increase of $1.6 million or 151% compared with $1.1 million for the linked quarter. The effective income tax rates were 30.5% and 23.2% for the current and linked quarter, respectively. The increase in the effective income tax rate is mainly attributed to higher pretax income, made up by a higher mix of taxable versus tax-exempt sources of revenue that was driven by the $4.1 million pretax gain on extinguishment of debt.

●

Net income was $6.2 million for the first quarter of 2016, an increase of $2.1 million or 51.7% compared to $4.1 million for the first quarter of 2015. Net income was $.82 on a per common share basis, up $.31 or 60.8% in the comparison. The increase in net income is primarily attributed to the pretax gain of $4.1 million related to the early extinguishment of debt, which was partially offset by a lower credit to the provision for loan losses of $1.1 million and higher net other real estate expense of $594 thousand.

●

Net interest income increased $284 thousand or 2.2%. The increase was driven by higher interest income of $110 thousand or 0.7% combined with a decline in interest expense of $174 thousand or 7.8%. Interest income on loans increased $374 thousand or 3.2%, boosted by the collection of $236 thousand related to a nonaccrual commercial real estate loan that fully paid off during the quarter. Interest income on investment securities decreased $312 thousand or 9.0%. Interest expense on deposits decreased $175 thousand or 21.3% and interest expense on borrowed funds remained relatively flat.

●

Net interest margin was 3.36% for the current quarter, up nine basis points compared with 3.27% a year earlier. Net interest spread was 3.20% and 3.11% in the current and year-ago quarters, respectively. Overall cost of funds decreased three basis points to 0.66%. Net interest margin and spread for the current quarter was positively impacted six basis points related to the collection of interest on the nonaccrual commercial real estate loan identified above.

●

The company recorded a credit to the provision for loan losses of $473 thousand and $1.5 million in the current and year-ago quarters, respectively. The credit to the provision is attributed to continuing improvement in the credit quality of the loan portfolio. The lower credit to the provision is mainly driven by a greater improvement in impaired loan quality and historical loss rates in the year-ago quarter compared to the current quarter combined with an increase in loans during the current quarter compared to a decrease in the prior-year quarter.

●

Noninterest income was $9.5 million, up $4.1 million or 75.4% in the comparison. The increase in noninterest income is mainly attributed to the $4.1 million gain related to the early extinguishment of debt. Noninterest income in the current quarter also includes a $100 thousand payment received related to a litigation settlement. Service charges and fees on deposits and income from company-owned life insurance increased $95 thousand or 5.4% and $84 thousand or 34.9%, respectively. Allotment processing fees decreased $316 thousand or 26.6%.

●

The increase in service charges and fees on deposits was primarily related to higher dormant account fees. Income from company-owned life insurance in the current quarter includes $81 thousand attributed to a tax-free death benefit received in excess of the cash surrender value. The decline in allotment processing fees is mainly due to lower processing volume.

●

Noninterest expenses were $14.4 million for the current quarter, a decrease of $103 thousand or 0.7%. The decrease was driven by lower salaries and employee benefit expenses of $341 thousand or 4.1%, lower amortization of intangible assets of $112 thousand, and lower deposit insurance expense of $102 thousand or 25.5%, partially offset by an increase in expenses related to repossessed real estate of $594 thousand. The year-ago quarter also included $125 thousand expense related to a legal settlement.

●

The decrease in salaries and employee benefits was driven by lower benefit expenses of $442 thousand. Benefit expense is down mainly due to a decrease in claims related to the Company’s self-funded health insurance plan. Salaries and related payroll taxes were up $100 thousand or 1.5%. Amortization of intangible assets declined as a result of being fully amortized at year-end 2015. The reduction in deposit insurance expense is due to further improvement in the risk ratings at the Company’s subsidiary banks, which is used in the determination of the amount payable.

●

The increase in repossessed real estate expenses is primarily a result of write-downs on two larger-balance properties, one write-down of $352 thousand on a commercial real estate property and one write-down totaling $81 thousand on a real estate development property which is under contract to be sold. There were no impairment charges in the year-ago quarter. The current quarter includes a net loss on property sales of $21 thousand compared to a net gain of $74 thousand a year ago. Development, operating, and maintenance costs of repossessed real estate were down $98 thousand or 82.4%.

●

Income tax expense was $2.7 million for the current quarter, an increase of $1.3 million compared to $1.4 million for the first quarter of 2015. The effective income tax rates were 30.5% and 25.6% for the current and year-ago quarters, respectively. The increase in the effective income tax rate is mainly attributed to higher pretax income, made up by a higher mix of taxable versus tax-exempt sources of revenue that was driven by the $4.1 million pretax gain on extinguishment of debt.

●

Total assets were $1.8 billion at March 31, 2016, down $3.2 million or 0.2% from year-end 2015. Cash and cash equivalents decreased $6.2 million or 5.1%. Investment securities and loans are up $4.5 million or 0.8% and $3.0 million or 0.3%, respectively. Other real estate owned decreased $845 thousand or 3.9%.

●

Cash and cash equivalents are down mainly as a result of the early extinguishment of debt transaction related to trust preferred securities.

●

The fair market value adjustment related to investment securities in the available for sale portfolio increased $4.1 million during the quarter due mainly to favorable changes in market interest rates, primarily on longer dated maturities.

●

The $3.0 million increase in loans represents the fourth consecutive quarterly net increase. The increase was driven mainly by loans secured by real estate, primarily commercial and construction related lending, partially offset by residential real estate. Loan payments include $1.0 million related to nonaccrual loans during the quarter.

●

The allowance for loan losses was $9.8 million or 1.02% of loans outstanding at March 31, 2016 compared with $10.3 million or 1.08% at December 31, 2015. Net loan charge-offs were $14 thousand for the current quarter compared with $240 thousand for the linked quarter. Net loan charge-offs as a percentage of outstanding loans were less than 0.01% in the current quarter.

●

The decrease in the allowance for loan losses was driven by a $473 thousand credit to the provision for loan losses, which reflects continued improvement to historical loss rates and the overall credit quality of the loan portfolio. While historical loss rates may continue improving in the near term due to elevated charge-offs falling out of the look-back period, this improvement may not necessarily correlate to a lower provision for loan losses. Other qualitative factors, such as changes in loan volume, the overall makeup of the portfolio, economic conditions, and other risk factors applied to historical loss rates may offset to some degree the impact of decreases to the historical loss rates.

●

Total nonperforming assets were $52.2 million, a decrease of $1.8 million or 3.4% for the quarter. Nonperforming loans decreased $984 thousand or 3.1% during the quarter, led by an $840 thousand or 10.0% decrease in nonaccrual loans. The ratio of nonperforming loans to loans outstanding improved to 3.2% from 3.4% at year-end 2015. Other real estate owned was $21.0 million at quarter-end, a decrease of $845 thousand driven by a combination of sales activity and impairment charges to adjust carrying amounts to their estimated fair value less cost to sell.

●

Total deposits were $1.4 billion at quarter-end, an increase of $5.5 million or 0.4% compared with year-end. Noninterest bearing deposits increased $2.4 million or 0.8%. Interest bearing deposits increased $3.1 million or 0.3%.

●

Short-term borrowings were relatively unchanged at $34.5 million. Long-term borrowings decreased $15.7 million or 9.3% to $154 million. The decrease is primarily due to the early extinguishment of $15.5 million of subordinated debt related to trust preferred securities.

●

Shareholders’ equity was $184 million, an increase of $8.4 million or 4.8% for the quarter. The increase was due primarily to net income of $6.2 million and other comprehensive income of $2.6 million, partially offset by dividends declared on common stock of $525 thousand. The increase in other comprehensive income was driven by an increase in the after-tax unrealized gain related to the available for sale investment securities portfolio of $2.6 million.

●

On a consolidated basis, the Company’s regulatory capital levels remain in excess of “well-capitalized” as defined by bank regulators. Likewise, the regulatory capital for each of the Company’s subsidiary banks exceeds “well-capitalized.”

(In thousands except per share data)

Three Months Ended

March 31,

2016

December 31,

2015

March 31,

2015

Interest income

Interest expense

Net interest income

Provision for loan losses

Net interest income after provision for loan losses

Noninterest income

Noninterest expenses

Income before income tax expense

Income tax expense

Net income

Net income

Less preferred stock dividends and discount accretion

Net income available to common shareholders

Basic and diluted net income per common share

Cash dividends declared per common share

Averages

Loans, net of unearned interest

Total assets

Deposits

Shareholders’ equity

Weighted average common shares outstanding – basic and diluted

Return on average assets

Return on average equity

March 31,

2016

December 31,
2015

Cash and cash equivalents

Investment securities

Loans, net of allowance of $9,828 and $10,315

Other assets

Total assets

Deposits

Federal funds purchased and other short-term borrowings

Other borrowings

Other liabilities

Total liabilities

Shareholders’ equity

Total liabilities and shareholders’ equity

End of period tangible book value per common share¹

End of period per common share closing price