Attached files
file | filename |
---|---|
EX-32.2 - CERTIFICATE PURSUANT TO SECTION 18 U.S.C. PURSUANT TO SECTION 906 OF THE SARBANE - COMMUNITY BANCORP /VT | exhibit32_2certificationl.htm |
EX-32.1 - CERTIFICATE PURSUANT TO SECTION 18 U.S.C. PURSUANT TO SECTION 906 OF THE SARBANE - COMMUNITY BANCORP /VT | exhibit32_1certificationk.htm |
EX-31.2 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF - COMMUNITY BANCORP /VT | exhibit31_2certificationl.htm |
EX-31.1 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF - COMMUNITY BANCORP /VT | exhibit31_1certificationk.htm |
EX-23 - CONSENTS OF EXPERTS AND COUNSEL - COMMUNITY BANCORP /VT | exhibit23_consent2017.htm |
EX-21 - SUBSIDIARIES OF THE REGISTRANT - COMMUNITY BANCORP /VT | exhibit21_subsidiaries.htm |
10-K - FORM 10-K - COMMUNITY BANCORP /VT | cmtv_10-k2017.htm |
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING
The
Management of the Company is responsible for the preparation and
fair presentation of the consolidated financial statements and
other financial information contained in this Form 10-K. Management
is also responsible for establishing and maintaining adequate
internal control over financial reporting and for identifying the
framework used to evaluate its effectiveness. Management has
designed processes, internal control and a business culture that
foster financial integrity and accurate reporting. The
Company’s comprehensive system of internal control over
financial reporting was designed to provide reasonable assurances
regarding the reliability of financial reporting and the
preparation of the consolidated financial statements of the Company
in accordance with generally accepted accounting principles. The
Company’s accounting policies and internal control over
financial reporting, established and maintained by Management, are
under the general oversight of the Company’s Board of
Directors, including the Board of Directors’ Audit
Committee.
Management
has made a comprehensive review, evaluation, and assessment of the
Company’s internal control over financial reporting as of
December 31, 2017. The standard measures adopted by Management in
making its evaluation are the measures in the 2013 Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
Based upon its review and evaluation, Management concluded that the
Company maintained effective internal control over financial
reporting as of December 31, 2017.
Berry
Dunn McNeil & Parker, LLC, an independent registered public
accounting firm, which has audited and reported on the consolidated
financial statements contained in this Form 10-K, has issued its
written audit report on the Company’s internal control over
financial reporting which follows this report.
|
|
|
|
Ms.
Kathryn M. Austin, President & Chief Executive
Officer
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
Ms.
Louise M. Bonvechio, Corporate Secretary &
Treasurer
|
|
(Principal
Financial Officer)
|
|
1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Board
of Directors and Shareholders
Community
Bancorp. and Subsidiary
Opinions on the Financial Statements and Internal Control over
Financial Reporting
We have
audited the accompanying consolidated balance sheets of Community
Bancorp. and Subsidiary (the Company) as of December 31, 2017 and
2016, and the related consolidated statements of income,
comprehensive income, changes in shareholders' equity, and cash
flows for the years then ended, and the related notes (collectively
referred to as the financial statements). We have also audited the
Company’s internal control over financial reporting as of
December 31, 2017, based on criteria established in the
Internal Control —
Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission
(COSO).
In our
opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Community
Bancorp. and Subsidiary as of December 31, 2017 and 2016, and the
results of their operations and their cash flows for the years then
ended in conformity with U.S. generally accepted accounting
principles. Also in our opinion, the Company maintained, in all
material respects, effective internal control over financial
reporting as of December 31, 2017, based on criteria established in
Internal Control –
Integrated Framework (2013) issued by COSO.
Basis for Opinion
The
Company's management is responsible for these financial statements,
for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying
Management’s Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the
Company's financial statements and an opinion on the Company's
internal control over financial reporting based on our audits. We
are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the
PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud,
and whether effective internal control over financial reporting was
maintained in all material respects.
Our
audits of the financial statements included performing procedures
to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation
of the financial statements. Our audit of internal control over
financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed
risk. Our audits also included performing such other procedures as
we considered necessary in the circumstances. We believe that our
audits provide a reasonable basis for our opinions.
2
Board
of Directors and Shareholders
Community
Bancorp. and Subsidiary
Page
2
Definition and Limitations of Internal Control Over Financial
Reporting
A
company's internal control over financial reporting is a process
designed 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. A company's internal control over financial
reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could
have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
We have
served as the Company's auditor since 2003.
Portland,
Maine
March
15, 2018
Vermont
Registration No. 92-0000278
Portland,
ME ● Bangor, ME ● Manchester, NH
WWW.BERRYDUNN.COM
3
Community
Bancorp. and Subsidiary
|
December
31,
|
December
31,
|
Consolidated
Balance Sheets
|
2017
|
2016
|
|
|
|
Assets
|
|
|
Cash
and due from banks
|
$10,690,396
|
$10,943,344
|
Federal
funds sold and overnight deposits
|
31,963,105
|
18,670,942
|
Total
cash and cash equivalents
|
42,653,501
|
29,614,286
|
Securities
held-to-maturity (HTM) (fair value $48,796,000 at December 31,
2017
|
|
|
and
$51,035,000 at December 31, 2016)
|
48,824,965
|
49,886,631
|
Securities
available-for-sale (AFS)
|
38,450,653
|
33,715,051
|
Restricted
equity securities, at cost
|
1,703,650
|
2,755,850
|
Loans
held-for-sale
|
1,037,287
|
0
|
Loans
|
502,864,651
|
487,249,226
|
Allowance
for loan losses (ALL)
|
(5,438,099)
|
(5,278,445)
|
Deferred
net loan costs
|
318,651
|
310,130
|
Net
loans
|
497,745,203
|
482,280,911
|
Bank
premises and equipment, net
|
10,344,177
|
10,830,556
|
Accrued
interest receivable
|
2,051,918
|
1,818,510
|
Bank
owned life insurance (BOLI)
|
4,721,782
|
4,625,406
|
Core
deposit intangible
|
0
|
272,691
|
Goodwill
|
11,574,269
|
11,574,269
|
Other
real estate owned (OREO)
|
284,235
|
394,000
|
Other
assets
|
7,653,955
|
9,885,504
|
Total
assets
|
$667,045,595
|
$637,653,665
|
|
|
|
Liabilities
and Shareholders' Equity
|
|
|
Liabilities
|
|
|
Deposits:
|
|
|
Demand,
non-interest bearing
|
$117,245,565
|
$104,472,268
|
Interest-bearing
transaction accounts
|
132,633,533
|
118,053,360
|
Money
market funds
|
93,392,005
|
79,042,619
|
Savings
|
97,516,284
|
86,776,856
|
Time
deposits, $250,000 and over
|
18,909,898
|
19,274,880
|
Other
time deposits
|
100,937,695
|
97,115,049
|
Total
deposits
|
560,634,980
|
504,735,032
|
Borrowed
funds
|
3,550,000
|
31,550,000
|
Repurchase
agreements
|
28,647,848
|
30,423,195
|
Capital
lease obligations
|
381,807
|
483,161
|
Junior
subordinated debentures
|
12,887,000
|
12,887,000
|
Accrued
interest and other liabilities
|
3,008,106
|
3,123,760
|
Total
liabilities
|
609,109,741
|
583,202,148
|
|
|
|
Shareholders'
Equity
|
|
|
Preferred
stock, 1,000,000 shares authorized, 25 shares issued
|
|
|
and
outstanding ($100,000 liquidation value)
|
2,500,000
|
2,500,000
|
Common
stock - $2.50 par value; 15,000,000 shares authorized,
|
|
|
5,322,320
and 5,269,053 shares issued at December 31, 2017
|
|
|
and
2016, respectively (including 13,039 and 15,022 shares
|
|
|
issued
February 1, 2018 and 2017, respectively)
|
13,305,800
|
13,172,633
|
Additional
paid-in capital
|
31,639,189
|
30,825,658
|
Retained
earnings
|
13,387,739
|
10,666,782
|
Accumulated
other comprehensive loss
|
(274,097)
|
(90,779)
|
Less:
treasury stock, at cost; 210,101 shares at December 31, 2017 and
2016
|
(2,622,777)
|
(2,622,777)
|
Total
shareholders' equity
|
57,935,854
|
54,451,517
|
Total
liabilities and shareholders' equity
|
$667,045,595
|
$637,653,665
|
|
|
|
Book value per
common share outstanding
|
$10.84
|
$10.27
|
The
accompanying notes are an integral part of these consolidated
financial statements.
4
Community
Bancorp. and Subsidiary
|
Years
Ended December 31,
|
|
Consolidated
Statements of Income
|
2017
|
2016
|
|
|
|
Interest
income
|
|
|
Interest
and fees on loans
|
$24,103,281
|
$22,293,558
|
Interest
on debt securities
|
|
|
Taxable
|
676,352
|
511,339
|
Tax-exempt
|
1,328,488
|
1,283,021
|
Dividends
|
172,473
|
138,362
|
Interest
on federal funds sold and overnight deposits
|
160,355
|
21,834
|
Total
interest income
|
26,440,949
|
24,248,114
|
|
|
|
Interest
expense
|
|
|
Interest
on deposits
|
2,355,847
|
2,025,713
|
Interest
on borrowed funds
|
100,532
|
136,987
|
Interest
on repurchase agreements
|
87,315
|
76,457
|
Interest
on junior subordinated debentures
|
524,696
|
460,142
|
Total
interest expense
|
3,068,390
|
2,699,299
|
|
|
|
Net
interest income
|
23,372,559
|
21,548,815
|
Provision for
loan losses
|
650,000
|
500,000
|
Net
interest income after provision for loan losses
|
22,722,559
|
21,048,815
|
|
|
|
Non-interest
income
|
|
|
Service
fees
|
3,076,567
|
2,741,692
|
Income
from sold loans
|
730,019
|
891,538
|
Other
income from loans
|
846,392
|
839,269
|
Net
realized gain on sale of securities AFS
|
3,384
|
0
|
Other
income
|
928,030
|
1,029,400
|
Total
non-interest income
|
5,584,392
|
5,501,899
|
|
|
|
Non-interest
expense
|
|
|
Salaries
and wages
|
6,772,373
|
7,051,820
|
Employee
benefits
|
2,648,060
|
2,838,726
|
Occupancy
expenses, net
|
2,549,455
|
2,466,628
|
Other
expenses
|
7,196,435
|
6,785,350
|
Total
non-interest expense
|
19,166,323
|
19,142,524
|
|
|
|
Income
before income taxes
|
9,140,628
|
7,408,190
|
Income tax
expense
|
2,909,330
|
1,923,912
|
Net
income
|
$6,231,298
|
$5,484,278
|
|
|
|
Earnings per
common share
|
$1.21
|
$1.07
|
Weighted
average number of common shares
|
|
|
used in
computing earnings per share
|
5,084,102
|
5,024,270
|
Dividends
declared per common share
|
$0.68
|
$0.64
|
The
accompanying notes are an integral part of these consolidated
financial statements.
5
Community
Bancorp. and Subsidiary
|
|
|
Consolidated
Statements of Comprehensive Income
|
|
|
|
Years
Ended December 31,
|
|
|
2017
|
2016
|
|
|
|
Net
income
|
$6,231,298
|
$5,484,278
|
|
|
|
Other comprehensive
loss, net of tax:
|
|
|
Unrealized
holding loss on securities AFS
|
|
|
arising
during the period
|
(206,027)
|
(68,765)
|
Reclassification
adjustment for gain realized in income
|
(3,384)
|
0
|
Unrealized
loss during the period
|
(209,411)
|
(68,765)
|
Tax
effect
|
71,199
|
23,380
|
Other
comprehensive loss, net of tax
|
(138,212)
|
(45,385)
|
Total
comprehensive income
|
$6,093,086
|
$5,438,893
|
The
accompanying notes are an integral part of these consolidated
financial statements.
6
Community Bancorp. and Subsidiary
|
Consolidated Statements of Changes in Shareholders'
Equity
|
Years Ended December 31, 2017 and 2016
|
|
Common
stock
|
Preferred
stock
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
|
|
|
|
|
Balances, December
31, 2015
|
5,204,517
|
$13,011,293
|
25
|
$2,500,000
|
|
|
|
|
|
Comprehensive
income
|
|
|
|
|
Net
income
|
0
|
0
|
0
|
0
|
Other comprehensive
loss
|
0
|
0
|
0
|
0
|
|
|
|
|
|
Total comprehensive
income
|
|
|
|
|
|
|
|
|
|
Cash dividends
declared - common stock
|
0
|
0
|
0
|
0
|
Cash dividends
declared - preferred stock
|
0
|
0
|
0
|
0
|
Issuance of common
stock
|
64,536
|
161,340
|
0
|
0
|
|
|
|
|
|
Balances, December
31, 2016
|
5,269,053
|
13,172,633
|
25
|
2,500,000
|
|
|
|
|
|
Comprehensive
income
|
|
|
|
|
Net
income
|
0
|
0
|
0
|
0
|
Other comprehensive
loss
|
0
|
0
|
0
|
0
|
Total comprehensive
income
|
|
|
|
|
|
|
|
|
|
Reclassification
adjustment for effect of enacted
|
|
|
|
|
tax law
changes
|
0
|
0
|
0
|
0
|
|
|
|
|
|
Cash dividends
declared - common stock
|
0
|
0
|
0
|
0
|
Cash dividends
declared - preferred stock
|
0
|
0
|
0
|
0
|
Issuance of common
stock
|
53,267
|
133,167
|
0
|
0
|
|
|
|
|
|
Balances, December
31, 2017
|
5,322,320
|
$13,305,800
|
25
|
$2,500,000
|
The
accompanying notes are an integral part of these consolidated
financial statements.
7
|
|
Accumulated
|
|
|
Additional
|
|
other
|
|
Total
|
paid-in
|
Retained
|
comprehensive
|
Treasury
|
shareholders'
|
capital
|
earnings
|
loss
|
stock
|
equity
|
|
|
|
|
|
$30,089,438
|
$8,482,096
|
$(45,394)
|
$(2,622,777)
|
$51,414,656
|
|
|
|
|
|
|
|
|
|
|
0
|
5,484,278
|
0
|
0
|
5,484,278
|
0
|
0
|
(45,385)
|
0
|
(45,385)
|
|
|
|
|
|
|
|
|
|
5,438,893
|
|
|
|
|
|
0
|
(3,212,092)
|
0
|
0
|
(3,212,092)
|
0
|
(87,500)
|
0
|
0
|
(87,500)
|
736,220
|
0
|
0
|
0
|
897,560
|
|
|
|
|
|
30,825,658
|
10,666,782
|
(90,779)
|
(2,622,777)
|
54,451,517
|
|
|
|
|
|
|
|
|
|
|
0
|
6,231,298
|
0
|
0
|
6,231,298
|
0
|
0
|
(138,212)
|
0
|
(138,212)
|
|
|
|
|
6,093,086
|
|
|
|
|
|
|
45,106
|
(45,106)
|
|
0
|
|
|
|
|
|
0
|
(3,453,884)
|
0
|
0
|
(3,453,884)
|
0
|
(101,563)
|
0
|
0
|
(101,563)
|
813,531
|
0
|
0
|
0
|
946,698
|
|
|
|
|
|
$31,639,189
|
$13,387,739
|
$(274,097)
|
$(2,622,777)
|
$57,935,854
|
8
Community
Bancorp. and Subsidiary
|
|
|
Consolidated
Statements of Cash Flows
|
|
|
|
Years
Ended December 31,
|
|
|
2017
|
2016
|
|
|
|
Cash
Flows from Operating Activities:
|
|
|
Net
income
|
$6,231,298
|
$5,484,278
|
Adjustments
to reconcile net income to net cash provided by
|
|
|
operating
activities:
|
|
|
Depreciation
and amortization, bank premises and equipment
|
1,032,418
|
1,041,985
|
Provision
for loan losses
|
650,000
|
500,000
|
Deferred
income tax
|
784,331
|
(172,562)
|
Gain
on sale of securities AFS
|
(3,384)
|
0
|
Gain
on sale of loans
|
(317,432)
|
(429,480)
|
Loss
on sale of bank premises and equipment
|
29,029
|
39,644
|
(Gain)
loss on sale of OREO
|
(143)
|
4,965
|
Income
from CFSG Partners (see Note 7)
|
(415,561)
|
(429,008)
|
Amortization
of bond premium, net
|
126,863
|
117,821
|
Write
down of OREO
|
40,000
|
41,000
|
Proceeds
from sales of loans held for sale
|
14,152,736
|
21,691,034
|
Originations
of loans held for sale
|
(14,872,591)
|
(20,062,154)
|
Increase
(decrease) in taxes payable
|
475,048
|
(187,908)
|
Increase
in interest receivable
|
(233,408)
|
(185,297)
|
Decrease
in mortgage servicing rights
|
127,409
|
82,384
|
Decrease
in other assets
|
98,223
|
332,930
|
Increase
in cash surrender value of BOLI
|
(96,376)
|
(104,920)
|
Amortization
of core deposit intangible
|
272,691
|
272,695
|
Amortization
of limited liability entities
|
617,233
|
909,386
|
(Increase)
decrease in unamortized loan costs
|
(8,521)
|
6,361
|
Increase
in interest payable
|
28,021
|
19,930
|
Increase
in accrued expenses
|
86,309
|
142,323
|
(Decrease)
increase in other liabilities
|
(738,549)
|
193,055
|
Net
cash provided by operating activities
|
8,065,644
|
9,308,462
|
|
|
|
Cash
Flows from Investing Activities:
|
|
|
Investments
- HTM
|
|
|
Maturities
and pay downs
|
37,344,426
|
44,317,216
|
Purchases
|
(36,282,760)
|
(50,849,428)
|
Investments
- AFS
|
|
|
Maturities,
calls, pay downs and sales
|
11,497,241
|
6,166,383
|
Purchases
|
(16,565,733)
|
(13,597,620)
|
Proceeds
from redemption of restricted equity securities
|
1,055,800
|
1,866,400
|
Purchases
of restricted equity securities
|
(3,600)
|
(2,180,600)
|
Increase
(decrease) in limited partnership contributions
payable
|
459,250
|
(948,000)
|
Investments
in limited liability entities
|
(486,750)
|
0
|
Proceeds
from other investments – supplemental employee retirement
plan
|
1,102,815
|
0
|
Increase
in loans, net
|
(16,589,721)
|
(29,833,467)
|
Capital
expenditures for bank premises and equipment
|
(575,068)
|
(451,978)
|
Proceeds
from sales of OREO
|
462,063
|
217,143
|
Recoveries
of loans charged off
|
91,795
|
75,129
|
Net
cash used in investing activities
|
(18,490,242)
|
(45,218,822)
|
9
|
2017
|
2016
|
|
|
|
Cash
Flows from Financing Activities:
|
|
|
Net
increase (decrease) in demand and interest-bearing transaction
accounts
|
27,353,470
|
(1,735,228)
|
Net
increase in money market and savings accounts
|
25,088,814
|
2,157,297
|
Net
increase in time deposits
|
3,457,664
|
8,827,401
|
Net
(decrease) increase in repurchase agreements
|
(1,775,347)
|
8,349,957
|
Net
(decrease) increase in short-term borrowings
|
(30,000,000)
|
21,000,000
|
Proceeds
from long-term borrowings
|
2,000,000
|
550,000
|
Decrease
in capital lease obligations
|
(101,354)
|
(75,204)
|
Dividends
paid on preferred stock
|
(101,563)
|
(87,500)
|
Dividends
paid on common stock
|
(2,457,871)
|
(2,313,967)
|
Net
cash provided by financing activities
|
23,463,813
|
36,672,756
|
|
|
|
Net
increase in cash and cash equivalents
|
13,039,215
|
762,396
|
Cash
and cash equivalents:
|
|
|
Beginning
|
29,614,286
|
28,851,890
|
Ending
|
$42,653,501
|
$29,614,286
|
|
|
|
Supplemental
Schedule of Cash Paid During the Period:
|
|
|
Interest
|
$3,040,369
|
$2,679,369
|
|
|
|
Income
taxes, net of refunds
|
$1,032,720
|
$1,375,000
|
|
|
|
Supplemental
Schedule of Noncash Investing and Financing
Activities:
|
|
|
Change
in unrealized loss on securities AFS
|
$(209,411)
|
$(68,765)
|
|
|
|
Loans
transferred to OREO
|
$392,155
|
$395,108
|
|
|
|
Common
Shares Dividends Paid:
|
|
|
Dividends
declared
|
$3,453,884
|
$3,212,092
|
Increase
in dividends payable attributable to dividends
declared
|
(49,315)
|
(565)
|
Dividends
reinvested
|
(946,698)
|
(897,560)
|
|
$2,457,871
|
$2,313,967
|
The
accompanying notes are an integral part of these consolidated
financial statements.
10
COMMUNITY BANCORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note
1. Significant Accounting Policies
The
accounting policies of Community Bancorp. and Subsidiary (Company)
are in conformity, in all material respects, with accounting
principles generally accepted in the United States of America (US
GAAP) and general practices within the banking industry. The
following is a description of the Company’s significant
accounting policies.
Basis of presentation and consolidation
The
consolidated financial statements include the accounts of Community
Bancorp. and its wholly-owned subsidiary, Community National Bank
(Bank). All significant intercompany accounts and transactions have
been eliminated. In prior years, the Company was considered a
“smaller reporting company” under applicable disclosure
rules of the Securities and Exchange Commission and accordingly,
elected to provide its audited consolidated statements of income,
comprehensive income, cash flows and changes in shareholders’
equity for a two year, rather than a three year, period. At
December 31, 2017, the Company was considered an accelerated filer
for its Annual Report, and beginning with the first quarter 2018
interim report, will be required to provide the above referenced
financial information for a three year period.
Financial
Accounting Standards Board (FASB) Accounting Standards Codification
(ASC) Topic 810, “Consolidation”, in part, addresses
limited purpose trusts formed to issue trust preferred securities.
It also establishes the criteria used to identify variable interest
entities (VIE) and to determine whether or not to consolidate a
VIE. In general, ASC Topic 810 provides that the enterprise with
the controlling financial interest, known as the primary
beneficiary, consolidates the VIE. In 2007, the Company formed CMTV
Statutory Trust I for the purposes of issuing trust preferred
securities to unaffiliated parties and investing the proceeds from
the issuance thereof and the common securities of the trust in
junior subordinated debentures issued by the Company. The Company
is not the primary beneficiary of CMTV Statutory Trust I;
accordingly, the trust is not consolidated with the Company for
financial reporting purposes. CMTV Statutory Trust I is considered
an affiliate of the Company (see Note 10).
In
December 2011, the Company formed a limited liability company (LLC)
to facilitate its purchase of federal New Markets Tax Credits
(NMTC) under an investment structure designed by a local community
development entity. Management has evaluated the Company’s
interest in the LLC under the ASC guidance relating to VIEs in
light of the overall structure and purpose of the NMTC financing
transaction and has concluded that the LLC should not be
consolidated in the Company’s financial statements for
financial reporting purposes, as the Company is not the primary
beneficiary of the NMTC structure, does not exercise control within
the overall structure and is not obligated to absorb a majority of
any losses of the NMTC structure (see Note 7).
Nature of operations
The
Company provides a variety of deposit and lending services to
individuals, municipalities, and business customers through its
branches, ATMs and telephone, mobile and internet banking
capabilities in northern and central Vermont, which is primarily a
small business and agricultural area. The Company's primary deposit
products are checking and savings accounts and certificates of
deposit. Its primary lending products are commercial, real estate,
municipal and consumer loans.
Concentration of risk
The
Company's operations are affected by various risk factors,
including interest rate risk, credit risk, and risk from geographic
concentration of its deposit taking and lending activities.
Management attempts to manage interest rate risk through various
asset/liability management techniques designed to match maturities
and repricing of assets and liabilities. Loan policies and
administration are designed to provide assurance that loans will
only be granted to creditworthy borrowers, although credit losses
are expected to occur because of subjective factors inherent in
management’s estimate of credit risk and factors beyond the
control of the Company. While the Company has a diversified loan
portfolio by loan type, most of its lending activities are
conducted within the geographic area where its banking offices are
located. As a result, the Company and its borrowers may be
especially vulnerable to the consequences of changes in the local
economy in northern and central Vermont. In addition, a substantial
portion of the Company's loans are secured by real estate, which is
susceptible to a decline in value, especially during times of
adverse economic conditions.
11
Use of estimates
The
preparation of consolidated financial statements in conformity with
US GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. These estimates and
assumptions involve inherent uncertainties. Accordingly, actual
results could differ from those estimates and those differences
could be material.
Material
estimates that are particularly susceptible to significant change
relate to the determination of the ALL and the valuation of OREO.
In connection with evaluating loans for impairment or assigning the
carrying value of OREO, management generally obtains independent
evaluations or appraisals for significant properties. While the ALL
and the carrying value of OREO are determined using management's
best estimate of probable loan and OREO losses, respectively, as of
the balance sheet date, the ultimate collectibility of a
substantial portion of the Company's loan portfolio and the
recovery of a substantial portion of the fair value of OREO are
susceptible to uncertainties and changes in a number of factors,
especially local real estate market conditions. The amount of the
change that is reasonably possible cannot be
estimated.
While
management uses available information to recognize losses on loans
and OREO, future additions to the allowance or write-downs of OREO
may be necessary based on changes in local economic conditions or
other relevant factors. In addition, regulatory agencies, as an
integral part of their examination process, periodically review the
Company's allowance for losses on loans and the carrying value of
OREO. Such agencies may require the Company to recognize additions
to the allowance or write-downs of OREO based on their judgment
about information available to them at the time of their
examination.
Mortgage
servicing rights (MRSs) associated with loans originated and sold
in the secondary market, where servicing is retained, are
capitalized and included in other assets in the consolidated
balance sheets. MSRs are amortized against non-interest income in
proportion to, and over the period of, estimated future net
servicing income of the underlying loans. The value of capitalized
servicing rights represents the present estimated value of the
future servicing fees arising from the right to service loans for
third parties. The carrying value of the MSRs is periodically
reviewed for impairment based on a determination of estimated fair
value as compared to amortized cost, and impairment, if any, is
recognized through a valuation allowance and is recorded as a write
down. Critical accounting policies for MSRs relate to the initial
valuation and subsequent impairment tests. The methodology used to
determine the valuation of MSRs requires the development and use of
estimates, including anticipated principal amortization and
prepayments. Events that may significantly affect the estimates
used are changes in interest rates and the payment performance of
the underlying loans. Management uses a third party consultant to
assist in analyzing the fair value of the Company’s
MSRs.
Management
evaluates securities for other-than-temporary impairment on at
least a quarterly basis, and more frequently when economic or
market conditions warrant such evaluation. Consideration is given
to various factors, including the length of time and the extent to
which the fair value has been less than cost; the nature of the
issuer and its financial condition and near-term prospects; and the
intent and ability of the Company to retain its investment in the
issuer for a period of time sufficient to allow for any anticipated
recovery in fair value. The evaluation of these factors is a
subjective process and involves estimates and assumptions about
matters that are inherently uncertain. Should actual factors and
conditions differ materially from those used by management, the
actual realization of gains or losses on investment securities
could differ materially from the amounts recorded in the financial
statements.
Accounting
for a business combination that was completed prior to 2009
requires the application of the purchase method of accounting.
Under the purchase method, the Company was required to record the
assets and liabilities acquired through the LyndonBank merger in
2007 at fair market value, with the excess of the purchase price
over the fair value of the net assets recorded as goodwill and
evaluated annually for impairment. Management uses various
assumptions in evaluating goodwill for impairment.
Management
utilizes numerous techniques to estimate the carrying value of
various other assets held by the Company, including, but not
limited to, bank premises and equipment and deferred taxes. The
assumptions considered in making these estimates are based on
historical experience and on various other factors that are
believed by management to be reasonable under the circumstances.
Management acknowledges that the use of different estimates or
assumptions could produce different estimates of carrying
values.
Presentation of cash flows
For
purposes of presentation in the consolidated statements of cash
flows, cash and cash equivalents includes cash on hand, amounts due
from banks (including cash items in process of clearing), federal
funds sold (generally purchased and sold for one day periods) and
overnight deposits.
12
Investment securities
Securities
the Company has the positive intent and ability to hold to maturity
are classified as held-to-maturity (HTM) and reported at amortized
cost. Debt and equity securities not classified as HTM are
classified as available-for-sale (AFS). Investments classified as
AFS are carried at fair value, with unrealized gains and losses,
net of tax and reclassification adjustments, reflected as a net
amount in the shareholders’ equity section of the
consolidated balance sheets and in the statements of changes in
shareholders’ equity. Investment securities transactions are
accounted for on a trade date basis. The specific identification
method is used to determine realized gains and losses on sales of
securities AFS. Premiums and discounts are recognized in interest
income using the interest method over the period to maturity or
call date. The Company does not hold any securities purchased for
the purpose of selling in the near term and classified as
trading.
Declines
in the fair value of individual equity securities that are deemed
to be other than temporary are reflected in earnings when
identified. For individual debt securities that the Company does
not intend to sell and it is not more likely than not that the
Company will be required to sell the security before recovery of
its amortized cost basis, the other-than-temporary decline in the
fair value of the debt security related to (1) credit loss is
recognized in earnings and (2) other factors is recognized in other
comprehensive income or loss. Credit loss is deemed to exist if the
present value of expected future cash flows using the interest
rates at acquisition is less than the amortized cost basis of the
debt security. For individual debt securities where the Company
intends to sell the security or more likely than not will be
required to sell the security before recovery of its amortized
cost, the other-than-temporary impairment is recognized in earnings
equal to the entire difference between the security’s cost
basis and its fair value at the balance sheet date.
Other investments
In
December 2011, the Company made an equity investment in a NMTC
financing structure (see Note 7). The Company’s investment in
the NMTC is amortized using the effective yield
method.
From
time to time, the Company acquires partnership interests in limited
partnerships for low income housing projects. New investments in
limited partnerships are amortized using the proportional
amortization method. All investments made before January 1, 2015
are amortized using the effective yield method.
The
Company has a one-third ownership interest in Community Financial
Services Group, LLC (CFSG), a non-depository trust company (see
Note 7). The Company's investment in CFSG is accounted for under
the equity method of accounting.
Restricted equity securities
Restricted
equity securities comprise Federal Reserve Bank stock and Federal
Home Loan Bank stock. These securities are carried at cost. As a
member of the Federal Reserve Bank of Boston (FRBB), the Company is
required to invest in FRBB stock in an amount equal to 6% of the
Bank's capital stock and surplus.
As a
member of the Federal Home Loan Bank of Boston (FHLBB), the Company
is required to invest in $100 par value stock of the FHLBB in an
amount that approximates 1% of unpaid principal balances on
qualifying loans, plus an additional amount to satisfy an activity
based requirement. The stock is nonmarketable and redeemable at par
value, subject to the FHLBB’s right to temporarily suspend
such redemptions. Members are subject to capital calls in some
circumstances to ensure compliance with the FHLBB’s capital
plan.
Loans held-for-sale
Loans
originated and intended for sale in the secondary market are
carried at the lower of cost or estimated fair value in the
aggregate. Net unrealized losses, if any, are recognized through a
valuation allowance by charges to income.
Loans
Loans
receivable that management has the intent and ability to hold for
the foreseeable future or until maturity or pay-off are reported at
their outstanding principal balance, adjusted for any charge-offs,
the ALL, loan premiums or discounts for acquired loans and any
unearned fees or costs on originated loans.
13
Loan
interest income is accrued daily on the outstanding balances. For
all loan segments, the accrual of interest is discontinued when a
loan is specifically determined to be impaired or when the loan is
delinquent 90 days and management believes, after considering
collection efforts and other factors, that the borrower's financial
condition is such that collection of interest is doubtful. Any
unpaid interest previously accrued on those loans is reversed from
income. Interest income is generally not recognized on specific
impaired loans unless the likelihood of further loss is considered
by management to be remote. Interest payments received on impaired
loans are generally applied as a reduction of the loan principal
balance. Loans are returned to accrual status when principal and
interest payments are brought current and the customer has
demonstrated the intent and ability to make future payments on a
timely basis. Loans are written down or charged off when collection
of principal is considered doubtful.
Loan
origination and commitment fees and certain direct loan origination
costs are deferred and the net amount is amortized as an adjustment
of the related loan's yield. The Company generally amortizes these
amounts over the contractual life of the loans.
Loan
premiums and discounts on loans acquired in the merger with
LyndonBank are amortized as an adjustment to yield over the life of
the loans.
Allowance for loan losses
The ALL
is established through a provision for loan losses charged to
earnings. Loan losses are charged against the allowance when
management believes the uncollectibility of a loan balance is
probable. Subsequent recoveries, if any, are credited to the
allowance.
Unsecured
loans, primarily consumer loans, are charged off when they become
uncollectible and no later than 120 days past due. Unsecured loans
to customers who subsequently file bankruptcy are charged off
within 30 days of receipt of the notification of filing or by the
end of the month in which the loans become 120 days past due,
whichever occurs first. For secured loans, both residential and
commercial, the potential loss on impaired loans is carried as a
loan loss reserve specific allocation; the loss portion is charged
off when collection of the full loan appears unlikely. The
unsecured portion of a real estate loan is that portion of the loan
exceeding the "fair value" of the collateral less the estimated
cost to sell. Value of the collateral is determined in accordance
with the Company’s appraisal policy. The unsecured portion of
an impaired real estate secured loan is charged off by the end of
the month in which the loan becomes 180 days past due.
As
described below, the allowance consists of general, specific and
unallocated components. However, the entire allowance is available
to absorb losses in the loan portfolio, regardless of specific,
general and unallocated components considered in determining the
amount of the allowance.
General component
The
general component of the ALL is based on historical loss experience
and various qualitative factors and is stratified by the following
loan segments: commercial and industrial, commercial real estate,
residential real estate 1st lien, residential real estate Jr lien
and consumer loans. The Company does not disaggregate its portfolio
segments further into classes.
Loss
ratios are calculated by loan segment for one year, two year, three
year, four year and five year look back periods. Management uses an
average of historical losses based on a time frame appropriate to
capture relevant loss data for each loan segment in the current
economic climate. During periods of economic stability, a
relatively longer period (e.g., five years) may be appropriate.
During periods of significant expansion or contraction, the Company
may appropriately shorten the historical time period. The Company
is currently using an extended look back period of five
years.
Qualitative
factors include the levels of and trends in delinquencies and
non-performing loans, levels of and trends in loan risk groups,
trends in volumes and terms of loans, effects of any changes in
loan related policies, experience, ability and the depth of
management, documentation and credit data exception levels,
national and local economic trends, external factors such as
competition and regulation and lastly, concentrations of credit
risk in a variety of areas, including portfolio product mix, the
level of loans to individual borrowers and their related interests,
loans to industry segments, and the geographic distribution of
commercial real estate loans. This evaluation is inherently
subjective as it requires estimates that are susceptible to
revision as more information becomes available.
The
qualitative factors are determined based on the various risk
characteristics of each loan segment. The Company has policies,
procedures and internal controls that management believes are
commensurate with the risk profile of each of these segments. Major
risk characteristics relevant to each portfolio segment are as
follows:
14
Commercial & Industrial – Loans in this segment
include commercial and industrial loans and to a lesser extent
loans to finance agricultural production. Commercial loans are made
to businesses and are generally secured by assets of the business,
including trade assets and equipment. While not the primary
collateral, in many cases these loans may also be secured by the
real estate of the business. Repayment is expected from the cash
flows of the business. A weakened economy, soft consumer spending,
unfavorable foreign trade conditions and the rising cost of labor
or raw materials are examples of issues that can impact the credit
quality in this segment.
Commercial Real Estate – Loans in this segment are
principally made to businesses and are generally secured by either
owner-occupied, or non-owner occupied commercial real estate. A
relatively small portion of this segment includes farm loans
secured by farm land and buildings. As with commercial and
industrial loans, repayment of owner-occupied commercial real
estate loans is expected from the cash flows of the business and
the segment would be impacted by the same risk factors as
commercial and industrial loans. The non-owner occupied commercial
real estate portion includes both residential and commercial
construction loans, vacant land and real estate development loans,
multi-family dwelling loans and commercial rental property loans.
Repayment of construction loans is expected from permanent
financing takeout; the Company generally requires a commitment or
eligibility for the take-out financing prior to construction loan
origination. Real estate development loans are generally repaid
from the sale of the subject real property as the project
progresses. Construction and development lending entail additional
risks, including the project exceeding budget, not being
constructed according to plans, not receiving permits, or the
pre-leasing or occupancy rate not meeting expectations. Repayment
of multi-family loans and commercial rental property loans is
expected from the cash flow generated by rental payments received
from the individuals or businesses occupying the real estate.
Commercial real estate loans are impacted by factors such as
competitive market forces, vacancy rates, cap rates, net operating
incomes, lease renewals and overall economic demand. In addition,
loans in the recreational and tourism sector can be affected by
weather conditions, such as unseasonably low winter snowfalls.
Commercial real estate lending also carries a higher degree of
environmental risk than other real estate lending.
Residential Real Estate - 1st
Lien – All loans in
this segment are collateralized by first mortgages on 1 – 4
family owner-occupied residential real estate and repayment is
dependent on the credit quality of the individual borrower. The
overall health of the economy, including unemployment rates and
housing prices, has an impact on the credit quality of this
segment.
Residential Real Estate – Jr Lien – All loans in
this segment are collateralized by junior lien mortgages on 1
– 4 family residential real estate and repayment is primarily
dependent on the credit quality of the individual borrower. The
overall health of the economy, including unemployment rates and
housing prices, has an impact on the credit quality of this
segment.
Consumer – Loans in this segment are made to
individuals for consumer and household purposes. This segment
includes both loans secured by automobiles and other consumer
goods, as well as loans that are unsecured. This segment also
includes overdrafts, which are extensions of credit made to both
individuals and businesses to cover temporary shortages in their
deposit accounts and are generally unsecured. The Company maintains
policies restricting the size and term of these extensions of
credit. The overall health of the economy, including unemployment
rates, has an impact on the credit quality of this
segment.
Specific component
The
specific component of the ALL relates to loans that are impaired.
Impaired loans are loan(s) to a borrower that in the aggregate are
greater than $100,000 and that are in non-accrual status or are
troubled debt restructurings (TDR) regardless of amount. A specific
allowance is established for an impaired loan when its estimated
impaired basis is less than the carrying value of the loan. For all
loan segments, except consumer loans, a loan is considered impaired
when, based on current information and events, in
management’s estimation it is probable that the Company will
be unable to collect the scheduled payments of principal or
interest when due according to the contractual terms of the loan
agreement. Factors considered by management in determining
impairment include payment status, collateral value and probability
of collecting scheduled principal and interest payments when due.
Loans that experience insignificant or temporary payment delays and
payment shortfalls generally are not classified as impaired.
Management evaluates 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 and frequency of the delay, the reasons for
the delay, the borrower’s prior payment record and the amount
of the shortfall in relation to the principal and interest owed.
Impairment is measured on a loan by loan basis, by either the
present value of expected future cash flows discounted at the
loan’s effective interest rate, the loan’s obtainable
market price, or the fair value of the collateral if the loan is
collateral dependent.
15
Impaired
loans also include troubled loans that are restructured. A TDR
occurs when the Company, for economic or legal reasons related to
the borrower’s financial difficulties, grants a concession to
the borrower that would otherwise not be granted. TDRs may include
the transfer of assets to the Company in partial satisfaction of a
troubled loan, a modification of a loan’s terms, or a
combination of the two.
Large
groups of smaller balance homogeneous loans are collectively
evaluated for impairment. Accordingly, the Company does not
separately identify individual consumer loans for impairment
evaluation, unless such loans are subject to a restructuring
agreement.
Unallocated component
An
unallocated component of the ALL is maintained to cover
uncertainties that could affect management’s estimate of
probable losses. The unallocated component reflects
management’s estimate of the margin of imprecision inherent
in the underlying assumptions used in the methodologies for
estimating specific and general losses in the
portfolio.
ALL methodology changes implemented as of June 30,
2017
During
the second quarter of 2017, the Company transitioned to a software
solution for preparing the ALL calculation and related reports,
replacing previously used Excel spreadsheets. The software solution
provides the Company with stronger data integrity, ease and
efficiency in ALL preparation, and helps ready the Company for the
future transition to the Current Expected Credit Loss (CECL)
model.
During
the implementation and testing of the software, several changes to
the underlying ALL methodology were made. Those changes included
(i) removing the government guaranteed balances from the
calculation of the ALL for both the pooled loans and impaired
loans, (ii) treating all TDRs as impaired regardless of amount, and
(iii) using a fixed look back period for historical losses based on
loss history and economic conditions versus applying the highest
look back period of the last 5 years. The Company has a solid
history of collection of government guarantees. The impact of not
reserving for government guaranteed balances reduced required
reserves by approximately $207,000. The change to the historical
loss methodology saw required reserves fall by approximately
$151,000. Management expects this change will reduce the likelihood
of sharp increases or decreases in loss ratios brought on by
isolated losses rolling into or out of the look back period and is
more reflective of the Company’s loss history during a period
of economic stability. At the time of implementation, the inclusion
of all TDRs in the impaired calculation required the individual
analysis of fifty-seven loans versus eleven loans under the prior
method, with nineteen of the additional loans requiring specific
reserves ranging from $400 to $30,000, increasing required reserves
by approximately $111,000. Loans individually evaluated for
impairment under the new method, which would not have been
individually evaluated under the old method, amounted to $4,493,655
at June 30, 2017. The ability to individually analyze a greater
number of loans is facilitated by the new software. The net impact
of the foregoing methodology changes reduced required reserves by
approximately $247,000 for the quarter ended June 30, 2017, the
quarter during which the changes were first
implemented.
Bank premises and equipment
Bank
premises and equipment are stated at cost less accumulated
depreciation. Depreciation is computed principally by the
straight-line method over the estimated useful lives of the assets.
The cost of assets sold or otherwise disposed of, and the related
accumulated depreciation, are eliminated from the accounts and the
resulting gains or losses are reflected in the consolidated
statements of income. Maintenance and repairs are charged to
current expense as incurred and the cost of major renewals and
betterments is capitalized.
Other real estate owned
Real
estate properties acquired through or in lieu of loan foreclosure
or properties no longer used for bank operations are initially
recorded at fair value less estimated selling cost at the date of
acquisition, foreclosure or transfer. Fair value is determined, as
appropriate, either by obtaining a current appraisal or evaluation
prepared by an independent, qualified appraiser, by obtaining a
broker’s market value analysis, and finally, if the Company
has limited exposure and limited risk of loss, by the opinion of
management as supported by an inspection of the property and its
most recent tax valuation. During periods of declining market
values, the Company will generally obtain a new appraisal or
evaluation. Any write-down based on the asset's fair value at the
date of acquisition or institution of foreclosure is charged to the
ALL. After acquisition through or in lieu of foreclosure, these
assets are carried at the lower of their new cost basis or fair
value. Costs of significant property improvements are capitalized,
whereas costs relating to holding the property are expensed as
incurred. Appraisals by an independent, qualified appraiser are
performed periodically on properties that management deems
significant, or evaluations may be performed by management or a
qualified third party on properties in the portfolio that are
deemed less significant or less vulnerable to market conditions.
Subsequent write-downs are recorded as a charge to other expense.
Gains or losses on the sale of such properties are included in
income when the properties are sold.
16
Intangible assets
Intangible
assets include the excess of the purchase price over the fair value
of net assets acquired (goodwill) in the 2007 acquisition of
LyndonBank, as well as a core deposit intangible related to the
deposits acquired from LyndonBank (see Note 6). The core deposit
intangible is amortized on an accelerated basis over 10 years to
approximate the pattern of economic benefit to the Company. The
core deposit intangible was fully amortized as of December 31,
2017. Goodwill is reviewed for impairment annually, or more
frequently as events or circumstances warrant.
Income taxes
The
Company recognizes income taxes under the asset and liability
method. Under this method, deferred tax assets and liabilities are
established for the temporary differences between the accounting
bases and the tax bases of the Company's assets and liabilities at
enacted tax rates expected to be in effect when the amounts related
to such temporary differences are realized or settled. Adjustments
to the Company's deferred tax assets are recognized as deferred
income tax expense or benefit based on management's judgments
relating to the realizability of such asset.
Mortgage servicing
Servicing
assets are recognized as separate assets when rights are acquired
through purchase or retained upon the sale of loans. Capitalized
servicing rights are reported in other assets and initially
recorded at fair value, and are amortized against non-interest
income in proportion to, and over the period of, the estimated
future net servicing income of the underlying loans. Servicing
rights are periodically evaluated for impairment, based upon the
estimated fair value of the rights as compared to amortized cost.
Impairment is determined by stratifying the rights by predominant
characteristics, such as interest rates and terms. Fair value is
determined using prices for similar assets with similar
characteristics, when available, or based upon discounted cash
flows using market-based assumptions. Impairment is recognized
through a valuation allowance and is recorded as amortization of
other assets, to the extent that estimated fair value is less than
the capitalized amount at the valuation date. Subsequent
improvement, if any, in the estimated fair value of impaired MSRs
is reflected in a positive valuation adjustment and is recognized
in other income up to (but not in excess of) the amount of the
prior impairment.
Pension costs
Pension
costs are charged to salaries and employee benefits expense and
accrued over the active service period.
Advertising costs
The
Company expenses advertising costs as incurred.
Comprehensive income
US GAAP
generally requires recognized revenue, expenses, gains and losses
to be included in net income. Certain changes in assets and
liabilities, such as the after-tax effect of unrealized gains and
losses on available-for-sale securities, are not reflected in the
consolidated statement of income, but the cumulative effect of such
items from period-to-period is reflected as a separate component of
the shareholders’ equity section of the consolidated balance
sheet (accumulated other comprehensive income or loss). Other
comprehensive income or loss, along with net income, comprises the
Company's total comprehensive income.
Preferred stock
The
Company has outstanding 25 shares of fixed-to-floating rate
non-cumulative perpetual preferred stock, without par value and
with a liquidation preference of $100,000 per share, issued in
December 2007. Under the terms of the preferred stock, the Company
pays non-cumulative cash dividends quarterly, when, as and if
declared by the Board of Directors. Dividends are payable at a
variable dividend rate equal to the Wall Street Journal Prime Rate
in effect on the first business day of each quarterly dividend
period. A variable rate of 3.50% was in effect during most of 2016,
with an increase to 3.75% during the last quarter of 2016, and then
almost quarterly rate increases during 2017 to a rate of 4.50% in
the fourth quarter of 2017. The variable rate of 4.50% will remain
in effect for the dividend payment due in the first quarter of
2018. A partial redemption of five shares of preferred stock at a
redemption price per share of $101,125 (including accrued dividend)
is scheduled to occur on March 31, 2018.
17
Earnings per common share
Earnings
per common share amounts are computed based on the weighted average
number of shares of common stock issued during the period,
including Dividend Reinvestment Plan (DRIP) shares issuable upon
reinvestment of dividends (retroactively adjusted for stock splits
and stock dividends, if any) and reduced for shares held in
treasury.
The
following table illustrates the calculation of earnings per common
share for the periods presented, as adjusted for the cash dividends
declared on the preferred stock:
Years
Ended December 31,
|
2017
|
2016
|
|
|
|
Net income, as
reported
|
$6,231,298
|
$5,484,278
|
Less: dividends to
preferred shareholders
|
101,563
|
87,500
|
Net income
available to common shareholders
|
$6,129,735
|
$5,396,778
|
Weighted average
number of common shares
|
|
|
used
in calculating earnings per share
|
5,084,102
|
5,024,270
|
Earnings per common
share
|
$1.21
|
$1.07
|
Off-balance-sheet financial instruments
In the
ordinary course of business, the Company is a party to
off-balance-sheet financial instruments consisting of commitments
to extend credit, commercial and municipal letters of credit,
standby letters of credit, and risk-sharing commitments on
residential mortgage loans sold through the FHLBB’s Mortgage
Partnership Finance (MPF) program. Such financial instruments are
recorded in the consolidated financial statements when they are
funded.
Transfers of financial assets
Transfers
of financial assets are accounted for as sales when control over
the assets has been surrendered. Control over transferred assets is
deemed to be surrendered when (1) the assets have been isolated
from the Company, (2) the transferee obtains the right (free of
conditions that constrain it from taking advantage of that right)
to pledge or exchange the transferred assets, and (3) the Company
does not maintain effective control over the transferred assets
through an agreement to repurchase them before their
maturity.
Impact of recently issued accounting standards
In
January 2016, the FASB issued Accounting Standards Update (ASU) No.
2016-01, Financial
Instruments—Overall (Subtopic 825-10): Recognition and
Measurement of Financial Assets and Financial Liabilities.
This guidance changes how entities account for equity investments
that do not result in consolidation and are not accounted for under
the equity method of accounting. This guidance also changes certain
disclosure requirements and other aspects of current US GAAP.
Public businesses must use the exit price notion when measuring the
fair value of financial instruments for disclosure purposes. This
guidance is effective for fiscal years beginning after December 15,
2017, including interim periods within those fiscal years. The
Company is currently evaluating the impact of the adoption of the
ASU on its consolidated financial statements, but does not
anticipate any material impact at this time.
In
February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The ASU was issued
to increase transparency and comparability among organizations by
recognizing lease assets and lease liabilities on the balance sheet
and disclosing key information about leasing arrangements. The ASU
is effective for annual periods beginning after December 15, 2018,
including interim periods within those fiscal years. Early
application of the amendments in the ASU is permitted for all
entities. The Company is currently evaluating the impact of the
adoption of the ASU on its consolidated financial statements, but
does not anticipate any material impact at this time.
18
In June 2016, the FASB issued ASU No. 2016-13, Financial
Instruments—Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments. Under the new guidance, which will replace the
existing incurred loss model for recognizing credit losses, banks
and other lending institutions will be required to recognize the
full amount of expected credit losses. The new guidance, which is referred
to as the CECL model, requires that expected credit losses for
financial assets held at the reporting date that are accounted for
at amortized cost be measured and recognized based on historical
experience and current and reasonably supportable forecasted
conditions to reflect the full amount of expected credit
losses. A modified version of
these requirements also applies to debt securities classified as
available for sale, which will require that credit losses on those
securities be recorded through an allowance for credit losses
rather than a write-down. The ASU
is
effective for fiscal years
beginning
after December 15,
2019, including
interim periods
within
those
fiscal years. Early
adoption is permitted for fiscal years beginning after December 15,
2018, including interim periods within such years. The Company is
evaluating the impact of the adoption of the ASU on its consolidated
financial statements. The ASU may have a material impact on
the Company's consolidated financial statements upon adoption as it
will require a change in the Company's methodology for calculating
its ALL and allowance on unused commitments. The Company will
transition from an incurred loss model to an expected loss model,
which will likely result in an increase in the ALL upon adoption
and may negatively impact the Company’s and the Bank's
regulatory capital ratios. Additionally, ASU No. 2016-13 may reduce
the carrying value of the Company's HTM investment securities as it
will require an allowance for the expected losses over the life of
these securities to be recorded upon adoption. The Company has
formed a committee to assess the implications of this new
pronouncement and transitioned to a software solution for preparing
the ALL calculation and related reports that provides the Company
with stronger data integrity, ease and efficiency in ALL
preparation. The new software solution also provides numerous
training opportunities for the appropriate personnel within the
Company. The Company has gathered and will analyze the historical
data to serve as a basis for estimating the ALL under
CECL.
In
January 2017, the FASB issued ASU No. 2017-04, Intangibles -
Goodwill and Other (Topic 350):
Simplifying the Test for Goodwill Impairment. The ASU was
issued to reduce the cost and complexity of the goodwill impairment
test. To simplify the subsequent measurement of goodwill, step two
of the goodwill impairment test was eliminated. Instead, a Company
will recognize an impairment of goodwill should the carrying value
of a reporting unit exceed its fair value (i.e., step one). The ASU
will be effective for the Company on January 1, 2020 and will be
applied prospectively.
The
Company has goodwill from its acquisition of LyndonBank in 2007 and
performs an impairment test annually or more frequently if
circumstances warrant (see Note 6). The Company is currently
evaluating the impact of the adoption of the ASU on its
consolidated financial statements, but does not anticipate any
material impact at this time.
The FASB issued ASU No. 2014-09, Revenue from Contracts with
Customers, in 2014 to replace
the current plethora of industry-specific rules with a broad,
principles-based framework for recognizing and measuring revenue.
Due to the complexity of the new pronouncement and the anticipated
effort required by entities in many industries to implement ASU No.
2014-09, FASB delayed the effective date. ASU 2014-09 is effective
for the Company for annual periods beginning after December 15,
2017.
FASB formed a Transition Resource Group to assist it in identifying
implementation issues that may require further clarification or
amendment to ASU No. 2014-09. As a result of that group’s
deliberations, FASB has issued several amendments, which will be
effective concurrently with ASU No. 2014-09, including ASU No.
2016-08, Principal versus Agent
Considerations, which clarifies
whether an entity should record the gross amount of revenue or only
its ultimate share when a third party is also involved in providing
goods or services to a customer. Since the guidance does not apply
to revenue associated with financial instruments, including loans
and securities that are accounted for under other US GAAP, the
Company does not expect the new guidance to have a material impact
on revenue most closely associated with financial instruments,
including interest income and expense. The Company is currently
performing an overall assessment of revenue streams and reviewing
contracts potentially affected by the ASU including deposit related
fees, interchange fees, and merchant income, to determine the
potential impact the new guidance is expected to have on its
consolidated financial statements. In addition, the Company
continues to follow certain implementation issues relevant to the
banking industry which are still pending resolution. The Company
does not anticipate any material impact at this
time.
In
August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815).
The amendments in this ASU improve the financial reporting of
hedging relationships to better portray the economic results of an
entity’s risk management activities in its financial
statements. In addition, this ASU makes certain targeted
improvements to simplify the application of the hedge accounting
guidance in current US GAAP. The amendments in this ASU are
effective for fiscal years beginning after December 15, 2018, and
interim periods within those fiscal years. Early application is
permitted in any interim period after issuance of the ASU. The
Company does not currently engage in hedging transactions;
therefore, the ASU does not have an impact on the Company’s
current consolidated financial statements.
In
February 2018, FASB issued ASU No. 2018-02, Income Statement – Reporting
Comprehensive Income (Topic 220): Reclassification of Certain Tax
Effects from Accumulated Other Comprehensive Income. This
ASU was issued to allow a reclassification from accumulated other
comprehensive income (loss) to retained earnings for stranded tax
effects resulting from the Tax Cuts and Jobs Act to improve the
usefulness of information reported to financial statement users.
The ASU is effective for fiscal years beginning after December 15,
2018, with early adoption permitted for financial statements which
have not yet been issued. The Company adopted the ASU for the
December 31, 2017 consolidated financial statements.
19
Note 2. Investment Securities
Securities
AFS and HTM consist of the following:
|
|
Gross
|
Gross
|
|
|
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
Securities
AFS
|
Cost
|
Gains
|
Losses
|
Value
|
|
|
|
|
|
December
31, 2017
|
|
|
|
|
U.S. Government
sponsored enterprise (GSE) debt securities
|
$17,308,229
|
$0
|
$149,487
|
$17,158,742
|
Agency
mortgage-backed securities (Agency MBS)
|
16,782,380
|
11,144
|
180,187
|
16,613,337
|
Other
investments
|
4,707,000
|
165
|
28,591
|
4,678,574
|
|
$38,797,609
|
$11,309
|
$358,265
|
$38,450,653
|
|
|
|
|
|
December
31, 2016
|
|
|
|
|
U.S.
GSE debt securities
|
$17,365,805
|
$24,854
|
$73,331
|
$17,317,328
|
Agency
MBS
|
13,265,790
|
3,896
|
115,458
|
13,154,228
|
Other
investments
|
3,221,000
|
24,947
|
2,452
|
3,243,495
|
|
$33,852,595
|
$53,697
|
$191,241
|
$33,715,051
|
|
|
Gross
|
Gross
|
|
|
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
Securities
HTM
|
Cost
|
Gains
|
Losses
|
Value*
|
|
|
|
|
|
December
31, 2017
|
|
|
|
|
States and
political subdivisions
|
$48,824,965
|
$0
|
$28,965
|
$48,796,000
|
|
|
|
|
|
December
31, 2016
|
|
|
|
|
States and
political subdivisions
|
$49,886,631
|
$1,148,369
|
$0
|
$51,035,000
|
*Method
used to determine fair value rounds values to nearest
thousand.
The
entire balance under “Securities HTM - States and political
subdivisions" consists of securities of local municipalities which
are attributable to municipal financing transactions directly with
the Company. The reported fair value of these securities is an
estimate based on an analysis that takes into account future
maturities and scheduled future repricing. The Company anticipates
no losses on these securities and expects to hold them until their
maturity.
Investments
pledged as collateral for larger dollar repurchase agreement
accounts and for other purposes as required or permitted by law
consisted of U.S. GSE debt securities, Agency MBS securities and
certificates of deposit (CDs). These repurchase agreements mature
daily. These investments as of the balance sheet dates were as
follows:
|
Amortized
|
Fair
|
|
Cost
|
Value
|
|
|
|
December 31,
2017
|
$38,797,609
|
$38,450,653
|
December 31,
2016
|
33,604,595
|
33,469,254
|
Proceeds
from sales of securities AFS were $9,015,961 in 2017 with gains of
$8,387 and losses of $5,003. There were no sales of
securities AFS during 2016.
The
carrying amount and estimated fair value of securities by
contractual maturity are shown below. Expected maturities will
differ from contractual maturities because issuers may call or
prepay obligations with or without call or prepayment penalties,
pursuant to contractual terms. Because the actual maturities of
Agency MBS usually differ from their contractual maturities due to
the right of borrowers to prepay the underlying mortgage loans,
usually without penalty, those securities are not presented in the
table by contractual maturity date.
20
The
scheduled maturities of debt securities AFS at December 31, 2017
were as follows:
|
Amortized
|
Fair
|
|
Cost
|
Value
|
|
|
|
Due in one year or
less
|
$3,749,956
|
$3,739,512
|
Due from one to
five years
|
11,275,824
|
11,168,065
|
Due from five to
ten years
|
6,989,449
|
6,929,739
|
Agency
MBS
|
16,782,380
|
16,613,337
|
|
$38,797,609
|
$38,450,653
|
The
scheduled maturities of debt securities HTM at December 31, 2017
were as follows:
|
Amortized
|
Fair
|
|
Cost
|
Value*
|
|
|
|
Due in one year or
less
|
$24,817,334
|
$24,817,000
|
Due from one to
five years
|
4,494,343
|
4,487,000
|
Due from five to
ten years
|
4,338,246
|
4,331,000
|
Due after ten
years
|
15,175,042
|
15,161,000
|
|
$48,824,965
|
$48,796,000
|
*Method
used to determine fair value rounds values to nearest
thousand.
The
fair value of the Company’s portfolio of debt securities HTM
is lower than the book value due to rising rates and extension of
the duration of the portfolio.
Debt
securities with unrealized losses as of the balance sheet dates are
presented in the tables below. There were no debt securities with
unrealized losses of 12 months or more as of December 31,
2016.
|
Less
than 12 months
|
12
months or more
|
Total
|
||||
|
Fair
|
Unrealized
|
Fair
|
Unrealized
|
Number
of
|
Fair
|
Unrealized
|
|
Value
|
Loss
|
Value
|
Loss
|
Securities
|
Value
|
Loss
|
December
31, 2017
|
|
|
|
|
|
|
|
U.S. GSE debt
securities
|
$13,223,739
|
$84,490
|
$3,935,003
|
$64,997
|
15
|
$17,158,742
|
$149,487
|
Agency
MBS
|
9,251,323
|
105,063
|
4,542,446
|
75,124
|
21
|
13,793,769
|
180,187
|
Other
investments
|
3,692,571
|
25,429
|
244,838
|
3,162
|
16
|
3,937,409
|
28,591
|
State and political
subdivisions
|
22,530,141
|
28,965
|
0
|
0
|
79
|
22,530,141
|
28,965
|
|
$48,697,774
|
$243,947
|
$8,722,287
|
$143,283
|
131
|
$57,420,061
|
$387,230
|
|
|
|
|
|
|
|
|
December
31, 2016
|
|
|
|
|
|
|
|
U.S. GSE debt
securities
|
$5,176,669
|
$73,331
|
$0
|
$0
|
4
|
$5,176,669
|
$73,331
|
Agency
MBS
|
10,704,717
|
115,458
|
0
|
0
|
15
|
10,704,717
|
115,458
|
Other
investments
|
493,548
|
2,452
|
0
|
0
|
2
|
493,548
|
2,452
|
|
$16,374,934
|
$191,241
|
$0
|
$0
|
21
|
$16,374,934
|
$191,241
|
Management
evaluates securities for other-than-temporary impairment at least
on a quarterly basis, and more frequently when economic or market
conditions, or adverse developments relating to the issuer, warrant
such evaluation. Consideration is given to (1) the length of time
and the extent to which the fair value has been less than cost, (2)
the financial condition and near-term prospects of the issuer and
(3) the intent and ability of the Company to retain its investment
in the issuer for a period of time sufficient to allow for any
anticipated recovery in fair value. In analyzing an issuer's
financial condition, management considers whether the securities
are issued by the federal government or its agencies, whether
downgrades by bond rating agencies have occurred, and the results
of reviews of the issuer's financial condition.
As the
Company has the ability to hold its debt securities until maturity,
or for the foreseeable future if classified as AFS, and it is more
likely than not that the Company will not have to sell such
securities before recovery of their cost basis, no declines in such
securities were deemed to be other-than-temporary at December 31,
2017 and 2016.
21
The
Bank is a member of the FHLBB. The FHLBB is a cooperatively owned
wholesale bank for housing and finance in the six New England
States. Its mission is to support the residential mortgage and
community-development lending activities of its members, which
include over 450 financial institutions across New England. The
Company obtains much of its wholesale funding from the FHLBB. As a
requirement of membership in the FHLBB, the Bank must own a minimum
required amount of FHLBB stock, calculated periodically based
primarily on the Bank’s level of borrowings from the FHLBB.
As a result of the Bank’s level of borrowings during 2017 and
2016, the Bank was required to purchase additional FHLBB stock in
aggregate totaling $3,600 and $2,180,600, respectively. As a member
of the FHLBB, the Company is also subject to future capital calls
by the FHLBB in order to maintain compliance with its capital plan.
During 2017 and 2016, FHLBB exercised capital call options totaling
$1,055,800 and $1,866,400, respectively, on the Company’s
portfolio of FHLBB stock. As of December 31, 2017 and 2016, the
Company’s investment in FHLBB stock was $1,115,500 and
$2,167,700, respectively.
The
Company periodically evaluates its investment in FHLBB stock for
impairment based on, among other factors, the capital adequacy of
the FHLBB and its overall financial condition. No impairment losses
have been recorded through December 31, 2017.
The
Company’s investment in FRBB Stock was $588,150 at December
31, 2017 and 2016.
Note 3. Loans, Allowance for Loan Losses and Credit
Quality
The
composition of net loans as of the balance sheet dates was as
follows:
December
31,
|
2017
|
2016
|
|
|
|
Commercial &
industrial
|
$77,110,747
|
$68,730,573
|
Commercial real
estate
|
207,044,227
|
201,728,280
|
Residential real
estate - 1st lien
|
168,184,135
|
166,691,962
|
Residential real
estate - Junior (Jr) lien
|
45,256,862
|
42,927,335
|
Consumer
|
5,268,680
|
7,171,076
|
Gross
Loans
|
502,864,651
|
487,249,226
|
Deduct
(add):
|
|
|
Allowance for loan
losses
|
5,438,099
|
5,278,445
|
Deferred net loan
costs
|
(318,651)
|
(310,130)
|
Net
Loans
|
$497,745,203
|
$482,280,911
|
The
following is an age analysis of loans (including non-accrual), by
portfolio segment:
|
|
|
|
|
|
|
90
Days or
|
|
|
90
Days
|
Total
|
|
|
Non-Accrual
|
More
and
|
December
31, 2017
|
30-89
Days
|
or
More
|
Past
Due
|
Current
|
Total
Loans
|
Loans
|
Accruing
|
|
|
|
|
|
|
|
|
Commercial &
industrial
|
$308,712
|
$0
|
$308,712
|
$76,802,035
|
$77,110,747
|
$98,806
|
$0
|
Commercial real
estate
|
1,482,982
|
418,255
|
1,901,237
|
205,142,990
|
207,044,227
|
1,065,385
|
0
|
Residential real
estate
|
|
|
|
|
|
|
|
- 1st
lien
|
4,238,933
|
2,011,419
|
6,250,352
|
161,933,783
|
168,184,135
|
1,585,473
|
1,249,241
|
- Jr
lien
|
156,101
|
168,517
|
324,618
|
44,932,244
|
45,256,862
|
346,912
|
0
|
Consumer
|
80,384
|
1,484
|
81,868
|
5,186,812
|
5,268,680
|
0
|
1,484
|
|
$6,267,112
|
$2,599,675
|
$8,866,787
|
$493,997,864
|
$502,864,651
|
$3,096,576
|
$1,250,725
|
22
|
|
|
|
|
|
|
90
Days or
|
|
|
90
Days
|
Total
|
|
|
Non-Accrual
|
More
and
|
December
31, 2016
|
30-89
Days
|
or
More
|
Past
Due
|
Current
|
Total
Loans
|
Loans
|
Accruing
|
|
|
|
|
|
|
|
|
Commercial &
industrial
|
$328,684
|
$26,042
|
$354,726
|
$68,375,847
|
$68,730,573
|
$143,128
|
$26,042
|
Commercial real
estate
|
824,836
|
222,738
|
1,047,574
|
200,680,706
|
201,728,280
|
765,584
|
0
|
Residential real
estate
|
|
|
|
|
|
|
|
- 1st
lien
|
4,881,496
|
1,723,688
|
6,605,184
|
160,086,778
|
166,691,962
|
1,227,220
|
1,068,083
|
- Jr
lien
|
984,849
|
116,849
|
1,101,698
|
41,825,637
|
42,927,335
|
338,602
|
27,905
|
Consumer
|
53,972
|
2,176
|
56,148
|
7,114,928
|
7,171,076
|
0
|
2,176
|
|
$7,073,837
|
$2,091,493
|
$9,165,330
|
$478,083,896
|
$487,249,226
|
$2,474,534
|
$1,124,206
|
For all
loan segments, loans over 30 days are considered
delinquent.
As of
the balance sheet dates presented, residential mortgage loans in
process of foreclosure consisted of the following:
|
Number of
loans
|
Current
Balance
|
December 31,
2017
|
10
|
$791,944
|
December 31,
2016
|
8
|
322,663
|
The
following summarizes changes in the ALL and select loan
information, by portfolio segment:
As of or for the year ended December 31, 2017
|
|
|
Residential
|
Residential
|
|
|
|
|
Commercial
|
Commercial
|
Real
Estate
|
Real
Estate
|
|
|
|
|
&
Industrial
|
Real
Estate
|
1st
Lien
|
Jr
Lien
|
Consumer
|
Unallocated
|
Total
|
Allowance for loan
losses
|
|
|
|
|
|
|
|
Beginning
balance
|
$726,848
|
$2,496,085
|
$1,369,757
|
$371,176
|
$83,973
|
$230,606
|
$5,278,445
|
Charge-offs
|
(20,000)
|
(160,207)
|
(159,533)
|
(118,359)
|
(124,042)
|
0
|
(582,141)
|
Recoveries
|
27,051
|
230
|
26,826
|
465
|
37,223
|
0
|
91,795
|
Provision
(credit)
|
(58,212)
|
337,921
|
223,497
|
63,700
|
46,149
|
36,945
|
650,000
|
Ending
balance
|
$675,687
|
$2,674,029
|
$1,460,547
|
$316,982
|
$43,303
|
$267,551
|
$5,438,099
|
|
|
|
|
|
|
|
|
Allowance for loan
losses
|
|
|
|
|
|
|
|
Evaluated for
impairment
|
|
|
|
|
|
|
|
Individually
|
$0
|
$69,015
|
$125,305
|
$26,353
|
$0
|
$0
|
$220,673
|
Collectively
|
675,687
|
2,605,014
|
1,335,242
|
290,629
|
43,303
|
267,551
|
5,217,426
|
|
$675,687
|
$2,674,029
|
$1,460,547
|
$316,982
|
$43,303
|
$267,551
|
$5,438,099
|
|
|||||||
Loans evaluated for
impairment
|
|
|
|
|
|
|
|
Individually
|
$98,806
|
$1,306,057
|
$4,075,666
|
$300,759
|
$0
|
|
$5,781,288
|
Collectively
|
77,011,941
|
205,738,170
|
164,108,469
|
44,956,103
|
5,268,680
|
|
497,083,363
|
|
$77,110,747
|
$207,044,227
|
$168,184,135
|
$45,256,862
|
$5,268,680
|
|
$502,864,651
|
23
As of or for the year ended December 31, 2016
|
|
|
Residential
|
Residential
|
|
|
|
|
Commercial
|
Commercial
|
Real
Estate
|
Real
Estate
|
|
|
|
|
&
Industrial
|
Real
Estate
|
1st
Lien
|
Jr
Lien
|
Consumer
|
Unallocated
|
Total
|
Allowance for loan
losses
|
|
|
|
|
|
|
|
Beginning
balance
|
$712,902
|
$2,152,678
|
$1,368,028
|
$422,822
|
$75,689
|
$279,759
|
$5,011,878
|
Charge-offs
|
(12,194)
|
0
|
(244,149)
|
0
|
(52,219)
|
0
|
(308,562)
|
Recoveries
|
24,954
|
0
|
23,712
|
240
|
26,223
|
0
|
75,129
|
Provision
(credit)
|
26,923
|
343,407
|
222,166
|
(51,886)
|
8,543
|
(49,153)
|
500,000
|
Ending
balance
|
$726,848
|
$2,496,085
|
$1,369,757
|
$371,176
|
$83,973
|
$230,606
|
$5,278,445
|
|
|
|
|
|
|
|
|
Allowance for loan
losses
|
|
|
|
|
|
|
|
Evaluated for
impairment
|
|
|
|
|
|
|
|
Individually
|
$0
|
$86,400
|
$6,200
|
$114,800
|
$0
|
$0
|
$207,400
|
Collectively
|
726,848
|
2,409,685
|
1,363,557
|
256,376
|
83,973
|
230,606
|
5,071,045
|
|
$726,848
|
$2,496,085
|
$1,369,757
|
$371,176
|
$83,973
|
$230,606
|
$5,278,445
|
|
|||||||
Loans evaluated for
impairment
|
|
|
|
|
|
|
|
Individually
|
$48,385
|
$687,495
|
$946,809
|
$224,053
|
$0
|
|
$1,906,742
|
Collectively
|
68,682,188
|
201,040,785
|
165,745,153
|
42,703,282
|
7,171,076
|
|
485,342,484
|
|
$68,730,573
|
$201,728,280
|
$166,691,962
|
$42,927,335
|
$7,171,076
|
|
$487,249,226
|
Impaired loans by portfolio segment were as follows:
|
As
of December 31, 2017
|
2017
|
|||
|
|
Unpaid
|
|
Average
|
Interest
|
|
Recorded
|
Principal
|
Related
|
Recorded
|
Income
|
|
Investment
|
Balance
|
Allowance
|
Investment
|
Recognized
|
|
|
|
|
|
|
Related allowance
recorded
|
|
|
|
|
|
Commercial
real estate
|
$204,645
|
$225,681
|
$69,015
|
$210,890
|
$0
|
Residential
real estate
|
|
|
|
|
|
-
1st lien
|
798,226
|
837,766
|
125,305
|
646,799
|
29,262
|
-
Jr lien
|
146,654
|
293,351
|
26,353
|
220,274
|
400
|
|
1,149,525
|
1,356,798
|
220,673
|
1,077,963
|
29,662
|
|
|
|
|
|
|
No related
allowance recorded
|
|
|
|
|
|
Commercial
& industrial
|
98,806
|
136,590
|
|
75,868
|
72,426
|
Commercial
real estate
|
1,102,859
|
1,226,040
|
|
1,105,030
|
237,792
|
Residential
real estate
|
|
|
|
|
|
-
1st lien
|
3,300,175
|
3,641,627
|
|
1,930,108
|
133,732
|
-
Jr lien
|
154,116
|
154,423
|
|
116,519
|
16,574
|
|
4,655,956
|
5,158,680
|
|
3,227,525
|
460,524
|
|
|
|
|
|
|
|
$5,805,481
|
$6,515,478
|
$220,673
|
$4,305,488
|
$490,186
|
In the
table above, recorded investment of impaired loans as of December
31, 2017 includes accrued interest receivable and deferred net loan
costs of $24,193.
24
|
As
of December 31, 2016
|
2016
|
||
|
|
Unpaid
|
|
Average
|
|
Recorded
|
Principal
|
Related
|
Recorded
|
|
Investment
|
Balance
|
Allowance
|
Investment
|
|
|
|
|
|
With an allowance
recorded
|
|
|
|
|
Commercial
real estate
|
$220,257
|
$232,073
|
$86,400
|
$89,664
|
Residential
real estate
|
|
|
|
|
-
1st lien
|
271,962
|
275,118
|
6,200
|
350,709
|
-
Jr lien
|
224,053
|
284,342
|
114,800
|
241,965
|
|
716,272
|
791,533
|
207,400
|
682,338
|
|
|
|
|
|
With no related
allowance recorded
|
|
|
|
|
Commercial
& industrial
|
48,385
|
62,498
|
|
183,925
|
Commercial
real estate
|
467,238
|
521,991
|
|
1,059,542
|
Residential
real estate
|
|
|
|
|
-
1st lien
|
674,847
|
893,741
|
|
877,237
|
-
Jr lien
|
0
|
0
|
|
15,888
|
|
1,190,470
|
1,478,230
|
|
2,136,592
|
|
|
|
|
|
|
$1,906,742
|
$2,269,763
|
$207,400
|
$2,818,930
|
Interest
income recognized on impaired loans is immaterial for
2016.
Credit Quality Grouping
In
developing the ALL, management uses credit quality grouping to help
evaluate trends in credit quality. The Company groups credit risk
into Groups A, B and C. The manner the Company utilizes to assign
risk grouping is driven by loan purpose. Commercial purpose loans
are individually risk graded while the retail portion of the
portfolio is generally grouped by delinquency pool.
Group A loans - Acceptable Risk – are loans that are
expected to perform as agreed under their respective terms. Such
loans carry a normal level of risk that does not require management
attention beyond that warranted by the loan or loan relationship
characteristics, such as loan size or relationship size. Group A
loans include commercial purpose loans that are individually risk
rated and retail loans that are rated by pool. Group A retail loans
include performing consumer and residential real estate loans.
Residential real estate loans are loans to individuals secured by
1-4 family homes, including first mortgages, home equity and home
improvement loans. Loan balances fully secured by deposit accounts
or that are fully guaranteed by the Federal Government are
considered acceptable risk.
Group B loans – Management Involved - are loans that
require greater attention than the acceptable loans in Group A.
Characteristics of such loans may include, but are not limited to,
borrowers that are experiencing negative operating trends such as
reduced sales or margins, borrowers that have exposure to adverse
market conditions such as increased competition or regulatory
burden, or borrowers that have had unexpected or adverse changes in
management. These loans have a greater likelihood of migrating to
an unacceptable risk level if these characteristics are left
unchecked. Group B is limited to commercial purpose loans that are
individually risk rated.
Group C loans – Unacceptable Risk – are loans
that have distinct shortcomings that require a greater degree of
management attention. Examples of these shortcomings include a
borrower's inadequate capacity to service debt, poor operating
performance, or insolvency. These loans are more likely to result
in repayment through collateral liquidation. Group C loans range
from those that are likely to sustain some loss if the shortcomings
are not corrected, to those for which loss is imminent and
non-accrual treatment is warranted. Group C loans include
individually rated commercial purpose loans and retail loans
adversely rated in accordance with the Federal Financial
Institutions Examination Council’s Uniform Retail Credit
Classification Policy. Group C retail loans include 1-4 family
residential real estate loans and home equity loans past due 90
days or more with loan-to-value ratios greater than 60%, home
equity loans 90 days or more past due where the bank does not hold
first mortgage, irrespective of loan-to-value, loans in bankruptcy
where repayment is likely but not yet established, and lastly
consumer loans that are 90 days or more past due.
25
Commercial
purpose loan ratings are assigned by the commercial account
officer; for larger and more complex commercial loans, the credit
rating is a collaborative assignment by the lender and the credit
analyst. The credit risk rating is based on the borrower's expected
performance, i.e., the likelihood that the borrower will be able to
service its obligations in accordance with the loan terms. Credit
risk ratings are meant to measure risk versus simply record
history. Assessment of expected future payment performance requires
consideration of numerous factors. While past performance is part
of the overall evaluation, expected performance is based on an
analysis of the borrower's financial strength, and historical and
projected factors such as size and financing alternatives, capacity
and cash flow, balance sheet and income statement trends, the
quality and timeliness of financial reporting, and the quality of
the borrower’s management. Other factors influencing the
credit risk rating to a lesser degree include collateral coverage
and control, guarantor strength and commitment, documentation,
structure and covenants and industry conditions. There are
uncertainties inherent in this process.
Credit
risk ratings are dynamic and require updating whenever relevant
information is received. The risk ratings of larger or more complex
loans, and Group B and C rated loans, are assessed at the time of
their respective annual reviews, during quarterly updates, in
action plans or at any other time that relevant information
warrants update. Lenders are required to make immediate disclosure
to the Chief Credit Officer of any known increase in loan risk,
even if considered temporary in nature.
The
risk ratings within the loan portfolio, by segment, as of the
balance sheet dates were as follows:
As of December 31, 2017
|
|
|
Residential
|
Residential
|
|
|
|
Commercial
|
Commercial
|
Real
Estate
|
Real
Estate
|
|
|
|
&
Industrial
|
Real
Estate
|
1st
Lien
|
Jr
Lien
|
Consumer
|
Total
|
|
|
|
|
|
|
|
Group
A
|
$73,352,768
|
$194,066,034
|
$165,089,999
|
$44,687,951
|
$5,267,196
|
$482,463,948
|
Group
B
|
617,526
|
4,609,847
|
282,671
|
37,598
|
0
|
5,547,642
|
Group
C
|
3,140,453
|
8,368,346
|
2,811,465
|
531,313
|
1,484
|
14,853,061
|
|
$77,110,747
|
$207,044,227
|
$168,184,135
|
$45,256,862
|
$5,268,680
|
$502,864,651
|
As of December 31, 2016
|
|
|
Residential
|
Residential
|
|
|
|
Commercial
|
Commercial
|
Real
Estate
|
Real
Estate
|
|
|
|
&
Industrial
|
Real
Estate
|
1st
Lien
|
Jr
Lien
|
Consumer
|
Total
|
|
|
|
|
|
|
|
Group
A
|
$67,297,983
|
$191,755,393
|
$164,708,778
|
$42,289,062
|
$7,168,901
|
$473,220,117
|
Group
B
|
512,329
|
2,971,364
|
0
|
169,054
|
0
|
3,652,747
|
Group
C
|
920,261
|
7,001,523
|
1,983,184
|
469,219
|
2,175
|
10,376,362
|
|
$68,730,573
|
$201,728,280
|
$166,691,962
|
$42,927,335
|
$7,171,076
|
$487,249,226
|
Modifications of Loans and TDRs
A loan is classified as a TDR if, for economic or legal reasons
related to a borrower’s financial difficulties, the Company
grants a concession to the borrower that it would not otherwise
consider.
The Company is deemed to have granted such a concession if it has
modified a troubled loan in any of the following ways:
●
Reduced
accrued interest;
●
Reduced
the original contractual interest rate to a rate that is below the
current market rate for the borrower;
●
Converted
a variable-rate loan to a fixed-rate loan;
●
Extended
the term of the loan beyond an insignificant delay;
●
Deferred
or forgiven principal in an amount greater than three months of
payments; or
●
Performed
a refinancing and deferred or forgiven principal on the original
loan.
26
An insignificant delay or insignificant shortfall in the amount of
payments typically would not require the loan to be accounted for
as a TDR. However, pursuant to regulatory guidance, any payment
delay longer than three months is generally not considered
insignificant. Management’s assessment of whether a
concession has been granted also takes into account payments
expected to be received from third parties, including third-party
guarantors, provided that the third party has the ability to
perform on the guarantee.
The Company’s TDRs are principally a result of extending loan
repayment terms to relieve cash flow difficulties. The Company has
only, on a limited basis, reduced interest rates for borrowers
below the current market rate for the borrower. The Company has not
forgiven principal or reduced accrued interest within the terms of
original restructurings, nor has it converted variable rate terms
to fixed rate terms. However, the Company evaluates each TDR
situation on its own merits and does not foreclose the granting of
any particular type of concession.
New
TDRs, by portfolio segment, for the periods presented were as
follows:
Year ended December 31, 2017
|
|
Pre-
|
Post-
|
|
|
Modification
|
Modification
|
|
|
Outstanding
|
Outstanding
|
|
Number
of
|
Recorded
|
Recorded
|
|
Contracts
|
Investment
|
Investment
|
|
|
|
|
Residential real
estate - 1st lien
|
4
|
$256,353
|
$287,385
|
Year ended December 31, 2016
|
|
Pre-
|
Post-
|
|
|
Modification
|
Modification
|
|
|
Outstanding
|
Outstanding
|
|
Number
of
|
Recorded
|
Recorded
|
|
Contracts
|
Investment
|
Investment
|
|
|
|
|
Residential real
estate - 1st lien
|
8
|
$572,418
|
$598,030
|
Residential real
estate - Jr lien
|
2
|
62,819
|
64,977
|
|
10
|
$635,237
|
$663,007
|
The
TDRs for which there was a payment default during the twelve month
periods presented were as follows:
Year ended December 31, 2017
|
Number
of
|
Recorded
|
|
Contracts
|
Investment
|
|
|
|
Residential real
estate - 1st lien
|
1
|
$87,696
|
Year ended December 31, 2016
|
Number
of
|
Recorded
|
|
Contracts
|
Investment
|
|
|
|
Residential real
estate - 1st lien
|
2
|
$93,230
|
Residential real
estate - Jr lien
|
1
|
54,557
|
|
3
|
$147,787
|
TDRs
are treated as other impaired loans and carry individual specific
reserves with respect to the calculation of the ALL. These loans
are categorized as non-performing, may be past due, and are
generally adversely risk rated. The TDRs that have defaulted under
their restructured terms are generally in collection status and
their reserve is typically calculated using the fair value of
collateral method.
27
The
specific allowances related to TDRs as of the balance sheet dates
presented were as follows:
|
2017
|
2016
|
Specific
Allowance
|
$197,605
|
$92,600
|
As of
the balance sheet dates, the Company evaluates whether it is
contractually committed to lend additional funds to debtors with
impaired, non-accrual or modified loans. The Company is
contractually committed to lend under one Small Business
Administration guaranteed line of credit to a borrower whose
lending relationship was previously restructured.
Note 4. Loan Servicing
Mortgage
loans serviced for others are not included in the accompanying
consolidated balance sheets. The unpaid principal balances of
mortgage loans serviced for others were $185,757,658 and
$193,858,201 at December 31, 2017 and 2016, respectively. Net gain
realized on the sale of loans was $317,432 and $429,480 for the
years ended December 31, 2017 and 2016, respectively.
The
following table summarizes changes in MSRs for the years ended
December 31,
|
2017
|
2016
|
|
|
|
Balance at
beginning of year
|
$1,210,695
|
$1,293,079
|
MSRs
capitalized
|
109,297
|
176,705
|
MSRs
amortized
|
(236,706)
|
(266,603)
|
Change
in valuation allowance
|
0
|
7,514
|
Balance at end of
year
|
$1,083,286
|
$1,210,695
|
Note 5. Bank Premises and Equipment
The
major classes of bank premises and equipment and accumulated
depreciation and amortization at December 31 were as
follows:
|
2017
|
2016
|
|
|
|
Buildings and
improvements
|
$11,148,715
|
$11,213,737
|
Land and land
improvements
|
2,433,971
|
2,433,971
|
Furniture and
equipment
|
6,127,897
|
9,277,592
|
Leasehold
improvements
|
1,155,284
|
1,117,085
|
Capital
lease
|
991,014
|
991,014
|
Other prepaid
assets
|
0
|
125,584
|
|
21,856,881
|
25,158,983
|
Less accumulated
depreciation and amortization
|
(11,512,704)
|
(14,328,427)
|
|
$10,344,177
|
$10,830,556
|
The
Company is obligated under non-cancelable operating leases for bank
premises expiring in various years through 2026, with options to
renew. Minimum future rental payments for these leases with
original terms in excess of one year as of December 31, 2017 for
each of the next five years and in aggregate are:
2018
|
$233,706
|
2019
|
206,470
|
2020
|
179,581
|
2021
|
97,800
|
2022
|
66,000
|
Subsequent to
2022
|
264,000
|
|
$1,047,557
|
Total
rental expense amounted to $242,726 and $204,324 for the years
ended December 31, 2017 and 2016, respectively.
28
Capital lease obligations
The
following is a schedule by years of future minimum lease payments
under capital leases, together with the present value of the net
minimum lease payments as of December 31, 2017:
2018
|
$141,460
|
2019
|
141,460
|
2020
|
110,460
|
2021
|
39,117
|
Total minimum lease
payments
|
432,497
|
Less amount
representing interest
|
(50,690)
|
Present value of
net minimum lease payments
|
$381,807
|
Note 6. Goodwill and Other Intangible Asset
As a
result of the acquisition of LyndonBank on December 31, 2007, the
Company recorded goodwill amounting to $11,574,269. The goodwill is
not amortizable and is not deductible for tax purposes. Management
evaluated goodwill for impairment at December 31, 2017 and 2016 and
concluded that no impairment existed as of such dates.
In
connection with the acquisition, the Company also recorded
$4,161,000 of acquired identified intangible assets as of December
31, 2007, representing the core deposit intangible, which was
subject to amortization as a non-interest expense over a ten year
period. This core deposit intangible was fully amortized as of
December 31, 2017, with accumulated amortization expense of
$4,161,000 and $3,888,309 as of December 31, 2017 and 2016,
respectively.
Note 7. Other Investments
In
2011, the Company established a single-member LLC to facilitate the
purchase of federal NMTC through an investment structure designed
by a local community development entity. The LLC does not conduct
any business apart from its role in the NMTC financing structure.
The NMTC equity investment generated federal income tax credits of
$204,900 for each of the years ended December 31, 2017 and 2016,
with amortization expense of $195,572 and $177,938, respectively.
The carrying value of the NMTC equity investment was $1,000 and
$196,572 at December 31, 2017 and 2016, respectively, and is
included in other assets in the consolidated balance
sheets.
The
Company purchases from time to time interests in various limited
partnerships established to acquire, own and rent residential
housing for low and moderate income residents of northeastern and
central Vermont. The tax credits from these investments were
$414,663 and $448,290 for the years ended December 31, 2017 and
2016, respectively. Additionally, the Company recognized a one-time
rehabilitation credit on one limited partnership amounting to
$273,843 for 2016. Expenses related to amortization of the
investments in the limited partnerships are recognized as a
component of income tax expense, and were $421,661 and $731,448 for
2017 and 2016, respectively. The carrying values of the limited
partnership investments were $1,796,573 and $1,731,484 at December
31, 2017 and 2016, respectively, and are included in other
assets.
The
Bank has a one-third ownership interest in a non-depository trust
company, CFSG, based in Newport, Vermont, which is held indirectly
through Community Financial Services Partners, LLC (CFSG Partners),
a Vermont LLC that owns 100% of the LLC equity interests of CFSG.
The Bank accounts for its investment in CFSG Partners under the
equity method of accounting. The Company's investment in CFSG
Partners, included in other assets, amounted to $2,432,346 and
$2,016,785 as of December 31, 2017 and 2016, respectively. The
Company recognized income of $415,561 and $429,008 for 2017 and
2016, respectively, through CFSG Partners from the operations of
CFSG.
Note 8. Deposits
The
following is a maturity distribution of time deposits at December
31, 2017:
2018
|
$71,257,675
|
2019
|
19,422,194
|
2020
|
8,639,592
|
2021
|
11,160,503
|
2022
|
9,367,629
|
Total time
certificates of deposit
|
$119,847,593
|
29
Total
deposits in excess of the Federal Deposit Insurance Corporation
(FDIC) insurance level amounted to $173,000,181 as of December 31,
2017.
Note
9. Borrowed Funds
Outstanding
advances for the Company as of the balance sheet dates presented
were as follows:
|
2017
|
2016
|
Long-Term
Advances(1)
|
|
|
FHLBB term advance,
0.00%, due February 26, 2021
|
$350,000
|
$350,000
|
FHLBB term advance,
0.00%, due November 22, 2021
|
1,000,000
|
1,000,000
|
FHLBB term advance,
0.00%, due June 9, 2022
|
2,000,000
|
0
|
FHLBB term advance,
0.00%, due September 22, 2023
|
200,000
|
200,000
|
|
3,550,000
|
1,550,000
|
|
|
|
Short-Term
Advances
|
|
|
|
|
|
FHLBB term advance
0.77% fixed rate, due February 8, 2017
|
0
|
10,000,000
|
FHLBB term advance
0.77% fixed rate, due February 24, 2017
|
0
|
10,000,000
|
FHLBB term advance
0.92% fixed rate, due June 14, 2017
|
0
|
10,000,000
|
|
0
|
30,000,000
|
|
|
|
|
$3,550,000
|
$31,550,000
|
(1)
The Company has
borrowed a total of $3,550,000 and $1,550,000, respectively, at
December 31, 2017 and 2016, under the FHLBB’s Jobs for New
England (JNE) program, a program dedicated to supporting job growth
and economic development throughout New England. The FHLBB is
providing a subsidy, funded by the FHLBB’s earnings, to write
down interest rates to zero percent on JNE advances that finance
qualifying loans to small businesses. JNE advances must support
lending to small businesses in New England that create and/or
retain jobs, or otherwise contribute to overall economic
development activities.
Borrowings
from the FHLBB are secured by a blanket lien on qualified
collateral consisting primarily of loans with first mortgages
secured by 1-4 family residential properties. Qualified collateral
for these borrowings totaled $154,324,420 and $94,744,189 as of
December 31, 2017 and 2016, respectively. As of December 31, 2017
and 2016, the Company's gross potential borrowing capacity under
this arrangement was $109,726,508 and $68,163,543, respectively,
before reduction for outstanding advances and collateral
pledges.
Under a
separate agreement with the FHLBB, the Company has the authority to
collateralize public unit deposits, up to its available borrowing
capacity, with letters of credit issued by the FHLBB. At December
31, 2017, $59,850,000 in FHLBB letters of credit was utilized as
collateral for these deposits compared to $21,225,000 at December
31, 2016. Total fees paid by the Company in connection with
issuance of these letters of credit were $34,601 for 2017 and
$25,967 for 2016.
The
Company also maintained a $500,000 IDEAL Way Line of Credit with
the FHLBB at December 31, 2017 and 2016, with no outstanding
advances under this line at either year-end date. Interest on these
borrowings is at a rate determined daily by the FHLBB and payable
monthly.
The
Company also has a line of credit with the FRBB, which is intended
to be used as a contingency funding source. For this
Borrower-in-Custody arrangement, the Company pledged eligible
commercial and industrial loans, commercial real estate loans and
home equity loans, resulting in an available line of $45,305,894
and $47,079,117 as of December 31, 2017 and 2016, respectively.
Credit advances in the FRBB lending program are overnight advances
with interest chargeable at the primary credit rate (generally
referred to as the discount rate), which was 200 basis points as of
December 31, 2017. As of December 31, 2017 and 2016, the Company
had no outstanding advances against this line.
The
Company has unsecured lines of credit with three correspondent
banks with available borrowing capacity totaling $12,500,000 at
December 31, 2017 and 2016. The Company had no outstanding advances
against these lines for the periods presented.
30
Note 10. Junior Subordinated Debentures
As of
December 31, 2017 and 2016, the Company had outstanding $12,887,000
principal amount of Junior Subordinated Debentures due in 2037 (the
Debentures). The Debentures bear a floating rate equal to the
3-month London Interbank Offered Rate plus 2.85%. During 2017, the
floating rate averaged 4.02% per quarter compared to 3.51% for
2016. The Debentures mature on December 15, 2037 and are
subordinated and junior in right of payment to all senior
indebtedness of the Company, as defined in the Indenture dated as
of October 31, 2007 between the Company and Wilmington Trust
Company, as Trustee. The Debentures first became redeemable, in
whole or in part, by the Company on December 15, 2012. Interest
paid on the Debentures for 2017 and 2016 was $524,696 and $460,142,
respectively, and is deductible for tax purposes.
The
Debentures were issued and sold to CMTV Statutory Trust I (the
Trust). The Trust is a special purpose trust funded by a capital
contribution of $387,000 from the Company, in exchange for 100% of
the Trust’s common equity. The Trust was formed for the
purpose of issuing corporation-obligated mandatorily redeemable
Capital Securities (Capital Securities) in the principal amount of
$12.5 million to third-party investors and using the proceeds from
the sale of such Capital Securities and the Company’s initial
capital contribution to purchase the Debentures. The Debentures are
the sole asset of the Trust. Distributions on the Capital
Securities issued by the Trust are payable quarterly at a rate per
annum equal to the interest rate being earned by the Trust on the
Debentures. The Capital Securities are subject to mandatory
redemption, in whole or in part, upon repayment of the Debentures.
The Company has entered into an agreement which, taken
collectively, fully and unconditionally guarantees the payments on
the Capital Securities, subject to the terms of the
guarantee.
The
Debentures are currently includable in the Company’s Tier 1
capital up to 25% of core capital elements (see Note
20).
Note 11. Repurchase Agreements
Securities
sold under agreements to repurchase mature daily and carried a
weighted average interest rate of 0.30% during 2017 and 2016, and
consisted of the following:
December
31,
|
2017
|
2016
|
|
|
|
Current
balance
|
$28,647,848
|
$30,423,195
|
Average
balance
|
28,949,820
|
25,888,496
|
Highest month-end
balance
|
31,745,206
|
30,423,195
|
|
|
|
Book Value –
Pledged investments (1)
|
38,797,609
|
33,604,595
|
Fair Value –
Pledged investments (1)
|
38,450,653
|
33,469,254
|
(1)
U.S. GSE securities, Agency MBS securities and certificates of
deposit were pledged as collateral for the periods
presented.
Note 12. Income Taxes
The
Company prepares its federal income tax return on a consolidated
basis. Federal income taxes are allocated to members of the
consolidated group based on taxable income. As a result of the Tax
Cuts and Jobs Act signed into law on December 22, 2017, the federal
corporate income tax rate decreased from 35% to 21% effective
January 1, 2018. Deferred tax expense and total income tax expense
were impacted by a one-time charge of $410,304 for the revaluation
of the Company’s net deferred tax asset to reflect the 21%
enacted tax rate in future periods.
Federal
income tax expense for the years ended December 31 was as
follows:
|
2017
|
2016
|
|
|
|
Currently
paid or payable
|
$2,124,999
|
$2,096,474
|
Deferred
expense (benefit)
|
784,331
|
(172,562)
|
Total income
tax expense
|
$2,909,330
|
$1,923,912
|
31
Total
income tax expense differed from the amounts computed at the
statutory federal income tax rate of 34 percent primarily due to
the following for the years ended December 31:
|
2017
|
2016
|
Computed expense at
statutory rates
|
$3,107,813
|
$2,518,785
|
Tax exempt interest
and BOLI
|
(484,454)
|
(471,900)
|
Disallowed
interest
|
13,867
|
13,053
|
Partnership
rehabilitation and tax credits
|
(549,897)
|
(857,359)
|
Low income housing
investment amortization expense
|
278,296
|
482,755
|
NMTC amortization
expense
|
129,078
|
117,439
|
Deferred tax asset
revaluation to enacted tax rates
|
410,304
|
0
|
Other
|
4,323
|
121,139
|
|
$2,909,330
|
$1,923,912
|
The
deferred income tax expense (benefit) consisted of the following
items for the years ended December 31:
|
2017
|
2016
|
Depreciation
|
$12,377
|
$64,758
|
Mortgage servicing
rights
|
(184,146)
|
(28,011)
|
Deferred
compensation
|
281,886
|
(58,194)
|
Bad
debts
|
652,671
|
(90,633)
|
Limited partnership
amortization
|
(15,573)
|
7,865
|
Investment in CFSG
Partners
|
(39,644)
|
13,187
|
Core deposit
intangible
|
(92,715)
|
(92,716)
|
Loan fair
value
|
(13,531)
|
(7,514)
|
OREO write
down
|
80
|
6,460
|
Prepaid
expenses
|
80,325
|
0
|
Revaluation effect
of unrealized loss on securities AFS
|
45,106
|
0
|
Other
|
57,495
|
12,236
|
Deferred
tax expense (benefit)
|
$784,331
|
$(172,562)
|
Listed
below are the significant components of the net deferred tax asset
at December 31:
|
2017
|
2016
|
Components of the
deferred tax asset:
|
|
|
Bad
debts
|
$1,142,001
|
$1,794,672
|
Deferred
compensation
|
20,280
|
302,166
|
Contingent
liability - MPF program
|
17,793
|
45,042
|
OREO
write down
|
13,860
|
13,940
|
Capital
lease
|
32,609
|
63,228
|
Unrealized
loss on securities AFS
|
72,859
|
46,765
|
Other
|
23,210
|
22,837
|
Total
deferred tax asset
|
$1,322,612
|
$2,288,650
|
|
|
|
Components of the
deferred tax liability:
|
|
|
Depreciation
|
231,681
|
219,304
|
Limited
partnerships
|
36,536
|
52,109
|
Mortgage
servicing rights
|
227,490
|
411,636
|
Investment
in CFSG Partners
|
75,391
|
115,035
|
Core
deposit intangible
|
0
|
92,715
|
Prepaid
expenses
|
80,325
|
0
|
Fair
value adjustment on acquired loans
|
8,399
|
21,930
|
Total
deferred tax liability
|
659,822
|
912,729
|
Net
deferred tax asset
|
$662,790
|
$1,375,921
|
32
US GAAP
provides for the recognition and measurement of deductible
temporary differences (including general valuation allowances) to
the extent that it is more likely than not that the deferred tax
asset will be realized.
The net
deferred tax asset is included in other assets in the consolidated
balance sheets.
ASC
Topic 740, Income Taxes,
defines the criteria that an individual tax position must satisfy
for some or all of the benefits of that position to be recognized
in a company's financial statements. Topic 740 prescribes a
recognition threshold of more-likely-than-not, and a measurement
attribute for all tax positions taken or expected to be taken on a
tax return, in order for those tax positions to be recognized in
the consolidated financial statements. The Company has adopted
these provisions and there was no material effect on the
consolidated financial statements. The Company is currently open to
audit under the statute of limitations by the Internal Revenue
Service for the years ended December 31, 2014 through
2017.
Note 13. 401(k) and Profit-Sharing Plan
The
Company has a defined contribution plan covering all employees who
meet certain age and service requirements. The pension expense was
$572,310 and $652,078 for 2017 and 2016, respectively. These
amounts represent discretionary matching contributions of a portion
of the voluntary employee salary deferrals under the 401(k) plan
and discretionary profit-sharing contributions under the
plan.
Note 14. Deferred Compensation and Supplemental Employee
Retirement Plans
The
Company maintains a directors’ deferred compensation plan
and, prior to 2005, maintained a retirement plan for its directors.
Participants are general unsecured creditors of the Company with
respect to these benefits. The benefits accrued under these plans
were $96,572 and $114,014 at December 31, 2017 and 2016,
respectively. Expenses associated with these plans were $558 and
$723 for the years ended December 31, 2017 and 2016,
respectively.
During
2017 and prior years, the Company maintained a supplemental
employee retirement plan (SERP) for certain key employees of the
Company. Benefits accrued under this plan were $774,713 at December
31, 2016 and the final payment of SERP benefits to the last
participant was made on July 1, 2017. The expense associated with
this plan was $0 and $199,004 for the years ended December 31, 2017
and 2016, respectively. The SERP was terminated following the final
benefit payment on July 1, 2017.
Note 15. Financial Instruments with Off-Balance-Sheet
Risk
The
Company is a party to financial instruments with off-balance-sheet
risk in the normal course of business to meet the financing needs
of its customers and to reduce its own exposure to fluctuations in
interest rates. These financial instruments include commitments to
extend credit, standby letters of credit and financial guarantees,
commitments to sell loans and risk-sharing commitments on certain
sold loans. Such instruments involve, to varying degrees, elements
of credit and interest rate risk in excess of the amount recognized
in the balance sheet. The contract or notional amounts of those
instruments reflect the maximum extent of involvement the Company
has in particular classes of financial instruments.
The
Company's maximum exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for
commitments to extend credit and standby letters of credit and
financial guarantees written is represented by the contractual
notional amount of those instruments. The Company applies the same
credit policies and underwriting criteria in making commitments and
conditional obligations as it does for on-balance-sheet
instruments.
The
Company generally requires collateral or other security to support
financial instruments with credit risk. At December 31, the
following off-balance-sheet financial instruments representing
credit risk were outstanding:
|
Contract
or Notional Amount
|
|
|
2017
|
2016
|
|
|
|
Unused portions of
home equity lines of credit
|
$29,529,411
|
$25,535,104
|
Residential
construction lines of credit
|
3,767,168
|
3,676,176
|
Commercial real
estate and other construction lines of credit
|
27,315,198
|
25,951,345
|
Commercial and
industrial commitments
|
38,369,010
|
36,227,213
|
Other commitments
to extend credit
|
48,233,850
|
42,459,454
|
Standby letters of
credit and commercial letters of credit
|
1,939,759
|
2,009,788
|
Recourse on sale of
credit card portfolio
|
302,775
|
258,555
|
MPF credit
enhancement obligation, net (See Note 16)
|
634,340
|
748,239
|
33
Commitments
to extend credit 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. Since many of
the commitments are expected to expire without being drawn upon,
the total commitment amounts do not necessarily represent future
funding requirements. At December 31, 2017 and 2016, the Company
had binding loan commitments to sell residential mortgages at fixed
rates totaling $1,789,453 and $832,000, respectively (see Note 16).
The recourse provision under the terms of the sale of the
Company’s credit card portfolio in 2007 is based on total
lines, not balances outstanding. Based on historical losses, the
Company does not expect any significant losses from this
commitment.
The
Company evaluates each customer's credit-worthiness on a
case-by-case basis. The amount of collateral obtained if deemed
necessary by the Company upon extension of credit, or a commitment
to extend credit, is based on management's credit evaluation of the
counter-party. Collateral or other security held varies but may
include real estate, accounts receivable, inventory, property,
plant and equipment, and income-producing commercial
properties.
Standby
letters of credit and financial guarantees written are conditional
commitments issued by the Company to guarantee the performance of a
customer to a third party. Those guarantees are primarily issued to
support private borrowing arrangements. The credit risk involved in
issuing letters of credit is essentially the same as that involved
in extending loans to customers. The fair value of standby letters
of credit has not been included in the balance sheets as the fair
value is immaterial.
In
connection with its 2007 trust preferred securities financing, the
Company guaranteed the payment obligations under the $12,500,000 of
capital securities of its subsidiary, the Trust. The source of
funds for payments by the Trust on its capital trust securities is
payments made by the Company on its debentures issued to the Trust.
The Company's obligation under those debentures is fully reflected
in the Company's consolidated balance sheet, in the gross amount of
$12,887,000 as of the dates presented, of which $12,500,000
represents external financing through the issuance to investors of
capital securities by the Trust (see Note 10).
Note 16. Contingent Liability
The
Company sells first lien 1-4 family residential mortgage loans
under the MPF program with the FHLBB. Under this program the
Company shares in the credit risk of each mortgage loan, while
receiving fee income in return. The Company is responsible for a
Credit Enhancement Obligation (CEO) based on the credit quality of
these loans. FHLBB funds a First Loss Account (FLA) based on the
Company's outstanding MPF mortgage balances. This creates a
laddered approach to sharing in any losses. In the event of
default, homeowner's equity and private mortgage insurance, if any,
are the first sources of repayment; the FHLBB's FLA funds are then
utilized, followed by the participant’s CEO, with the balance
of losses absorbed by FHLBB. These loans must meet specific
underwriting standards of the FHLBB. As of December 31, 2017 and
2016, the Company had $43,006,299 and $48,058,235, respectively, in
loans sold through the MPF program and on which the Company had a
CEO. As of December 31, 2017, the notional amount of the maximum
CEO related to this program was $719,067 compared to $870,664 as of
December 31, 2016. The Company had accrued a contingent liability
for this CEO in the amount of $84,727 and $122,425 as of December
31, 2017 and 2016, respectively, which is calculated by management
based on the methodology used in calculating the ALL, adjusted to
reflect the risk sharing arrangements with the FHLBB.
Note 17. Legal Proceedings
In the
normal course of business, the Company is involved in various
claims and legal proceedings. In the opinion of the Company's
management, any liabilities resulting from such proceedings are not
expected to be material to the Company's consolidated financial
condition or results of operations.
Note 18. Transactions with Related Parties
Aggregate
loan transactions of the Company with directors, principal
officers, their immediate families and affiliated companies in
which they are principal owners (commonly referred to as related
parties) as of December 31 were as follows:
|
2017
|
2016
|
|
|
|
Balance,
beginning of year
|
$14,121,486
|
$14,017,551
|
New
loans to existing Principal Officers/Directors
|
6,181,507
|
11,862,375
|
Retirement/Resignation
of Director
|
(6,876,144)
|
0
|
Repayment
|
(6,069,943)
|
(11,758,440)
|
Balance,
end of year
|
$7,356,906
|
$14,121,486
|
34
Total
funds of related parties on deposit with the Company were
$5,679,969 and $7,938,810 at December 31, 2017 and 2016,
respectively.
The
Company leases 2,253 square feet of condominium space in the state
office building on Main Street in Newport, Vermont to its trust
company affiliate, CFSG, for its principal offices. CFSG also
leases offices in the Company’s Barre and Lyndonville
branches. The amount of rental income received from CFSG for the
years ended December 31, 2017 and 2016 was $62,092 and $60,660,
respectively.
The
Company utilizes the services of CFSG as an investment advisor for
the Company’s 401(k) plan. The Human Resources committee of
the Board of Directors is the Trustee of the plan, and CFSG
provides investment advice for the plan. CFSG also acts as
custodian of the retirement funds and makes investments on behalf
of the plan and its participants. In addition, CFSG serves as
investment advisor and custodian of funds under the Company’s
SERP. The Company pays monthly management fees to CFSG for its
services to the 401(k) plan and the SERP based on the market value
of the total assets under management. The amount paid to CFSG for
the years ended December 31, 2017 and 2016 was $48,943 and $44,065,
respectively, for services related to the 401(k) plan and $1,412
and $2,442, respectively, for services related to the
SERP.
Note 19. Restrictions on Cash and Due From
Banks
In the
ordinary course of business, the Company may, from time to time,
maintain amounts due from correspondent banks that exceed federally
insured limits. However, no losses have occurred in these accounts
and the Company believes it is not exposed to any significant risk
with respect to such accounts. The Company was required to maintain
contracted balances with other correspondent banks of $462,500 at
December 31, 2017 and 2016. Of the $462,500 balance, $262,500 was a
separate agreed upon “impressed” balance to avoid
monthly charges on the Company’s current federal funds
liquidity line.
Note 20. Regulatory Capital Requirements
The
Company (on a consolidated basis) and the Bank are 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 Company's and the Bank's financial
statements. Under capital adequacy guidelines and the regulatory
framework for prompt corrective action, the Company and 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. Capital amounts and classifications are also subject to
qualitative judgments by the regulators about components, risk
weightings, and other factors. Additional prompt corrective action
capital requirements are applicable to banks, but not to bank
holding companies.
The
Company and the Bank are required to maintain minimum amounts and
ratios (set forth in the table on the following page) of Common
equity tier 1, Tier 1 and Total capital (as defined in the
regulations) to risk-weighted assets (as defined), and of Tier 1
capital (as defined) to average assets (as defined). The
Company’s non-cumulative Series A preferred stock ($2.5
million liquidation preference) is includable without limitation in
its Common equity tier 1 and Tier 1 capital. The Company is allowed
to include in Common equity tier 1 and Tier 1 capital an amount of
trust preferred securities equal to no more than 25% of the sum of
all core capital elements, which is generally defined as
shareholders’ equity, less certain intangibles, including
goodwill and the core deposit intangible, net of any related
deferred income tax liability, with the balance includable in Tier
2 capital. Management believes that, as of December 31, 2017, the
Company and the Bank met all capital adequacy requirements to which
they are currently subject.
Beginning
in 2016, an additional capital conservation buffer was added to the
minimum requirements for capital adequacy purposes, subject to a
three year phase-in period. The capital conservation buffer will be
fully phased-in on January 1, 2019 at 2.5% of risk-weighted assets.
A banking organization with a conservation buffer of less than 2.5%
(or the required phase-in amount in years prior to 2019) is subject
to limitations on capital distributions, including dividend
payments and certain discretionary bonus payments to executive
officers. The Company’s and the Bank’s capital
conservation buffer was 5.93% and 5.82%, respectively, at December
31, 2017 compared to 5.52% and 5.42%, respectively, at December 31,
2016. As of December 31, 2017, both the Company and the Bank
exceeded the required capital conservation buffer of 1.25% and on a
pro forma basis would be compliant with the fully phased-in capital
conservation buffer requirement.
As of
December 31, 2017, the Bank was considered well capitalized under
the regulatory capital framework for Prompt Corrective Action and
the Company exceeded applicable consolidated regulatory guidelines
for capital adequacy.
35
The
following table shows the regulatory capital ratios for the Company
and the Bank as of December 31:
|
|
|
|
|
Minimum
|
|
|
|
|
Minimum
|
To
Be Well
|
||
|
|
|
For
Capital
|
Capitalized
Under
|
||
|
|
|
Adequacy
|
Prompt
Corrective
|
||
|
Actual
|
Purposes:
|
Action
Provisions(1):
|
|||
|
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
|
(Dollars
in Thousands)
|
|||||
December
31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common equity tier
1 capital
|
|
|
|
|
|
|
(to
risk-weighted assets)
|
|
|
|
|
|
|
Company
|
$59,523
|
12.75%
|
$21,003
|
4.50%
|
N/A
|
N/A
|
Bank
|
$58,920
|
12.64%
|
$20,972
|
4.50%
|
$30,293
|
6.50%
|
|
|
|
|
|
|
|
Tier 1 capital (to
risk-weighted assets)
|
|
|
|
|
|
|
Company
|
$59,523
|
12.75%
|
$28,004
|
6.00%
|
N/A
|
N/A
|
Bank
|
$58,920
|
12.64%
|
$27,963
|
6.00%
|
$37,284
|
8.00%
|
|
|
|
|
|
|
|
Total capital (to
risk-weighted assets)
|
|
|
|
|
|
|
Company
|
$65,005
|
13.93%
|
$37,338
|
8.00%
|
N/A
|
N/A
|
Bank
|
$64,401
|
13.82%
|
$37,284
|
8.00%
|
$46,605
|
10.00%
|
|
|
|
|
|
|
|
Tier 1 capital (to
average assets)
|
|
|
|
|
|
|
Company
|
$59,523
|
9.05%
|
$26,304
|
4.00%
|
N/A
|
N/A
|
Bank
|
$58,920
|
8.97%
|
$26,279
|
4.00%
|
$32,849
|
5.00%
|
|
|
|
|
|
|
|
December
31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common equity tier
1 capital
|
|
|
|
|
|
|
(to
risk-weighted assets)
|
|
|
|
|
|
|
Company
|
$55,690
|
12.34%
|
$20,304
|
4.50%
|
N/A
|
N/A
|
Bank
|
$55,120
|
12.23%
|
$20,274
|
4.50%
|
$29,285
|
6.50%
|
|
|
|
|
|
|
|
Tier 1 capital (to
risk-weighted assets)
|
|
|
|
|
|
|
Company
|
$55,690
|
12.34%
|
$27,072
|
6.00%
|
N/A
|
N/A
|
Bank
|
$55,120
|
12.23%
|
$27,032
|
6.00%
|
$36,043
|
8.00%
|
|
|
|
|
|
|
|
Total capital (to
risk-weighted assets)
|
|
|
|
|
|
|
Company
|
$61,012
|
13.52%
|
$36,096
|
8.00%
|
N/A
|
N/A
|
Bank
|
$60,443
|
13.42%
|
$36,043
|
8.00%
|
$45,054
|
10.00%
|
|
|
|
|
|
|
|
Tier 1 capital (to
average assets)
|
|
|
|
|
|
|
Company
|
$55,690
|
9.17%
|
$24,305
|
4.00%
|
N/A
|
N/A
|
Bank
|
$55,120
|
9.08%
|
$24,281
|
4.00%
|
$30,351
|
5.00%
|
(1)
Applicable to banks, but not bank holding
companies.
The
Company's ability to pay dividends to its shareholders is largely
dependent on the Bank's ability to pay dividends to the Company.
The Bank is restricted by law as to the amount of dividends that
can be paid. Dividends declared by national banks that exceed net
income for the current and preceding two years must be approved by
the Bank’s primary banking regulator, the Office of the
Comptroller of the Currency. Regardless of formal regulatory
restrictions, the Bank may not pay dividends that would result in
its capital levels being reduced below the minimum requirements
shown above.
36
Note 21. Fair Value
Certain
assets and liabilities are recorded at fair value to provide
additional insight into the Company’s quality of earnings.
The fair values of some of these assets and liabilities are
measured on a recurring basis while others are measured on a
non-recurring basis, with the determination based upon applicable
existing accounting pronouncements. For example, securities
available-for-sale are recorded at fair value on a recurring basis.
Other assets, such as MSRs, loans held-for-sale, impaired loans,
and OREO are recorded at fair value on a non-recurring basis using
the lower of cost or market methodology to determine impairment of
individual assets. The Company groups assets and liabilities which
are recorded 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. The level within the
fair value hierarchy is based on the lowest level of input that is
significant to the fair value measurement (with Level 1 considered
highest and Level 3 considered lowest). A brief description of each
level follows.
Level
1
Quoted prices in
active markets for identical assets or liabilities. Level 1 assets
and liabilities include debt and equity securities and derivative
contracts that are traded in an active exchange market, as well as
U.S. Treasury, other U.S. Government debt securities that are
highly liquid and are actively traded in over-the-counter
markets.
Level
2
Observable inputs
other than Level 1 prices such as quoted prices for similar assets
and 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
assets or liabilities. Level 2 assets and liabilities include debt
securities with quoted prices that are traded less frequently than
exchange-traded instruments and derivative contracts whose value is
determined using a pricing model with inputs that are observable in
the market or can be derived principally from or corroborated by
observable market data. This category generally includes MSRs,
impaired loans and OREO.
Level
3
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 the determination of fair value requires significant
management judgment or estimation.
The
following methods and assumptions were used by the Company in
estimating its fair value measurements and
disclosures:
Cash and cash equivalents: The carrying amounts
reported in the balance sheet for cash and cash equivalents
approximate their fair values. As such, the Company classifies
these financial instruments as Level 1.
Securities AFS and HTM: Fair
value measurement is based upon quoted prices for similar assets,
if available. If quoted prices are not available, fair values are
measured using matrix pricing models, or other model-based
valuation techniques requiring observable inputs other than quoted
prices such as yield curves, prepayment speeds and default rates.
Level 1 securities would include U.S. Treasury securities that are
traded by dealers or brokers in active over-the-counter markets.
Level 2 securities include federal agency securities and securities
of local municipalities.
Restricted equity
securities: Restricted equity securities
are comprised of FRBB stock and FHLBB stock. These securities are
carried at cost, which is believed to approximate fair value, based
on the redemption provisions of the FRBB and the FHLBB. The stock
is nonmarketable, and redeemable at par value, subject to certain
conditions. The Company classifies these securities as Level
2.
Loans and loans
held-for-sale: For variable-rate loans that
reprice frequently and with no significant change in credit risk,
fair values are based on carrying amounts. The fair values for
other loans (for example, fixed rate residential, commercial real
estate, and rental property mortgage loans, and commercial and
industrial loans) are estimated using discounted cash flow
analyses, based on interest rates currently being offered for loans
with similar terms to borrowers of similar credit quality. Loan
fair value estimates include judgments regarding future expected
loss experience and risk characteristics. Loan impairment is deemed
to exist when full repayment of principal and interest according to
the contractual terms of the loan is no longer probable. Impaired
loans are reported based on one of three measures: the present
value of expected future cash flows discounted at the loan’s
effective interest rate; the loan’s observable market price;
or the fair value of the collateral if the loan is collateral
dependent. If the fair value is less than an impaired loan’s
recorded investment, an impairment loss is recognized as part of
the ALL. Accordingly, certain impaired loans may be subject to
measurement at fair value on a non-recurring basis. Management has
estimated the fair values of collateral-dependent loans using Level
2 inputs, such as the fair value of collateral based on independent
third-party appraisals. All other loans are valued using Level 3
inputs.
37
The
fair value of loans held-for-sale is based upon an actual purchase
and sale agreement between the Company and an independent market
participant. The sale is executed within a reasonable period
following quarter end at the stated fair value.
MSRs: MSRs represent the
value associated with servicing residential mortgage loans.
Servicing assets and servicing liabilities are reported using the
amortization method and compared to fair value for impairment. In
evaluating the carrying values of MSRs, the Company obtains third
party valuations based on loan level data including note rate, and
the type and term of the underlying loans. The Company classifies
MSRs as non-recurring Level 2.
OREO: Real estate acquired
through or in lieu of foreclosure and bank properties no longer
used as bank premises are initially recorded at fair value. The
fair value of OREO is based on property appraisals and an analysis
of similar properties currently available. The Company records OREO
as non-recurring Level 2.
Deposits, repurchase agreements and borrowed
funds: The
fair values disclosed for demand deposits (for example, checking
accounts and savings accounts) are, by definition, equal to the
amount payable on demand at the reporting date (that is, their
carrying amounts). The fair values for certificates of deposit and
borrowed funds are estimated using a discounted cash flow
calculation that applies interest rates currently being offered on
certificates and indebtedness to a schedule of aggregated
contractual maturities on such time deposits and indebtedness. The
Company classifies deposits, repurchase agreements and borrowed
funds as Level 2.
Capital lease
obligations: Fair value is determined using a
discounted cash flow calculation using current rates. Based on
current rates, carrying value approximates fair value. The Company
classifies these obligations as Level 2.
Junior subordinated
debentures: Fair value is estimated using current
rates for debentures of similar maturity. The Company classifies
these instruments as Level 2.
Accrued interest: The carrying amounts of
accrued interest approximate their fair values. The Company
classifies accrued interest as Level 2.
Off-balance-sheet credit related
instruments: Commitments to extend credit
are evaluated and fair value is estimated using the fees currently
charged to enter into similar agreements, taking into account the
remaining terms of the agreements and the present credit-worthiness
of the counterparties. For fixed-rate loan commitments, fair value
also considers the difference between current levels of interest
rates and the committed rates.
FASB
ASC Topic 825, “Financial Instruments”, requires
disclosures of fair value information about financial instruments,
whether or not recognized in the balance sheet, if the fair values
can be reasonably determined. 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 using observable inputs when available. 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. Topic 825 excludes certain
financial instruments and all nonfinancial instruments from its
disclosure requirements. Accordingly, the aggregate fair value
amounts presented may not necessarily represent the underlying fair
value of the Company.
Assets Recorded at Fair Value on a Recurring Basis
Assets
measured at fair value on a recurring basis and reflected in the
consolidated balance sheets at the dates presented, segregated by
fair value hierarchy, are summarized below:
December
31, 2017
|
Level
2
|
Assets: (market
approach)
|
|
U.S. GSE debt
securities
|
$17,158,742
|
Agency
MBS
|
16,613,337
|
Other
investments
|
4,678,574
|
Total
|
$38,450,653
|
38
December
31, 2016
|
Level
2
|
Assets: (market
approach)
|
|
U.S.
GSE debt securities
|
$17,317,328
|
Agency
MBS
|
13,154,228
|
Other
investments
|
3,243,495
|
|
$33,715,051
|
There
were no Level 1 or Level 3 assets or liabilities measured on a
recurring basis as of the balance sheet dates presented, nor were
there any transfers of assets between Levels during either 2017 or
2016.
Assets Recorded at Fair Value on a Non-Recurring Basis
The
following table includes assets measured at fair value on a
non-recurring basis that have had a fair value adjustment since
their initial recognition. Impaired loans measured at fair value
only include impaired loans with a related specific ALL and are
presented net of specific allowances as disclosed in Note
3.
Assets
measured at fair value on a non-recurring basis and reflected in
the consolidated balance sheets at the dates presented, segregated
by fair value hierarchy, are summarized below:
December
31, 2017
|
Level
2
|
Assets: (market
approach)
|
|
MSRs(1)
|
$1,083,286
|
Impaired loans, net
of related allowance
|
135,630
|
OREO
|
284,235
|
|
|
December
31, 2016
|
|
Assets: (market
approach)
|
|
MSRs(1)
|
$1,210,695
|
Impaired loans, net
of related allowance
|
508,872
|
OREO
|
394,000
|
(1)
Represents MSRs at lower of cost or fair value, including MSRs
deemed to be impaired and for which a valuation allowance was
established to carry at fair value at December 31, 2017 and
2016.
There
were no Level 1 or Level 3 assets or liabilities measured on a
non-recurring basis as of the balance sheet dates presented, nor
were there any transfers of assets between Levels during either
2017 or 2016.
39
The
carrying amounts and estimated fair values of the Company's
financial instruments were as follows:
December
31, 2017
|
|
Fair
|
Fair
|
Fair
|
Fair
|
|
Carrying
|
Value
|
Value
|
Value
|
Value
|
|
Amount
|
Level
1
|
Level
2
|
Level
3
|
Total
|
|
(Dollars
in Thousands)
|
||||
Financial
assets:
|
|
|
|
|
|
Cash and cash
equivalents
|
$42,654
|
$42,654
|
$0
|
$0
|
$42,654
|
Securities
HTM
|
48,825
|
0
|
48,796
|
0
|
48,796
|
Securities
AFS
|
38,451
|
0
|
38,451
|
0
|
38,451
|
Restricted equity
securities
|
1,704
|
0
|
1,704
|
0
|
1,704
|
Loans and loans
held-for-sale, net of ALL
|
|
|
|
|
|
Commercial
& industrial
|
76,394
|
0
|
0
|
76,799
|
76,799
|
Commercial
real estate
|
204,260
|
0
|
136
|
204,697
|
204,833
|
Residential
real estate - 1st lien
|
167,671
|
0
|
0
|
169,205
|
169,205
|
Residential
real estate - Jr lien
|
44,916
|
0
|
0
|
45,207
|
45,207
|
Consumer
|
5,223
|
0
|
0
|
5,425
|
5,425
|
MSRs
(1)
|
1,083
|
0
|
1,337
|
0
|
1,337
|
Accrued interest
receivable
|
2,052
|
0
|
2,052
|
0
|
2,052
|
|
|
|
|
|
|
Financial
liabilities:
|
|
|
|
|
|
Deposits
|
|
|
|
|
|
Other
deposits
|
509,686
|
0
|
508,407
|
0
|
508,407
|
Brokered
deposits
|
50,949
|
0
|
50,926
|
0
|
50,926
|
Long-term
borrowings
|
3,550
|
0
|
3,191
|
0
|
3,191
|
Repurchase
agreements
|
28,648
|
0
|
28,648
|
0
|
28,648
|
Capital lease
obligations
|
382
|
0
|
382
|
0
|
382
|
Subordinated
debentures
|
12,887
|
0
|
12,832
|
0
|
12,832
|
Accrued interest
payable
|
101
|
0
|
101
|
0
|
101
|
(1)
Reported fair value represents all MSRs serviced by the Company at
December 31, 2017, regardless of carrying amount.
40
December
31, 2016
|
|
Fair
|
Fair
|
Fair
|
Fair
|
|
Carrying
|
Value
|
Value
|
Value
|
Value
|
|
Amount
|
Level
1
|
Level
2
|
Level
3
|
Total
|
|
(Dollars
in Thousands)
|
||||
Financial
assets:
|
|
|
|
|
|
Cash and cash
equivalents
|
$29,614
|
$29,614
|
$0
|
$0
|
$29,614
|
Securities
HTM
|
49,887
|
0
|
51,035
|
0
|
51,035
|
Securities
AFS
|
33,715
|
0
|
33,715
|
0
|
33,715
|
Restricted equity
securities
|
2,756
|
0
|
2,756
|
0
|
2,756
|
Loans and loans
held-for-sale, net of ALL
|
|
|
|
|
|
Commercial
& industrial
|
67,972
|
0
|
48
|
68,727
|
68,775
|
Commercial
real estate
|
199,136
|
0
|
601
|
201,560
|
202,161
|
Residential
real estate - 1st lien
|
165,243
|
0
|
941
|
166,858
|
167,799
|
Residential
real estate - Jr lien
|
42,536
|
0
|
109
|
42,948
|
43,057
|
Consumer
|
7,084
|
0
|
0
|
7,371
|
7,371
|
MSRs(1)
|
1,211
|
0
|
1,302
|
0
|
1,302
|
Accrued interest
receivable
|
1,819
|
0
|
1,819
|
0
|
1,819
|
|
|
|
|
|
|
Financial
liabilities:
|
|
|
|
|
|
Deposits
|
|
|
|
|
|
Other
deposits
|
470,002
|
0
|
469,323
|
0
|
469,323
|
Brokered
deposits
|
34,733
|
0
|
34,745
|
0
|
34,745
|
Short-term
borrowings
|
30,000
|
0
|
30,000
|
0
|
30,000
|
Long-term
borrowings
|
1,550
|
0
|
1,376
|
0
|
1,376
|
Repurchase
agreements
|
30,423
|
0
|
30,423
|
0
|
30,423
|
Capital lease
obligations
|
483
|
0
|
483
|
0
|
483
|
Subordinated
debentures
|
12,887
|
0
|
12,849
|
0
|
12,849
|
Accrued interest
payable
|
73
|
0
|
73
|
0
|
73
|
(1)
Reported fair value represents all MSRs serviced by the Company at
December 31, 2016, regardless of carrying amount.
The
estimated fair values of commitments to extend credit and letters
of credit were immaterial at December 31, 2017 and
2016.
41
Note 22. Condensed Financial Information (Parent Company
Only)
The
following condensed financial statements are for Community Bancorp.
(Parent Company Only), and should be read in conjunction with the
consolidated financial statements of Community Bancorp. and
Subsidiary.
Community
Bancorp. (Parent Company Only)
|
December
31,
|
December
31,
|
Balance
Sheets
|
2017
|
2016
|
|
|
|
Assets
|
|
|
|
|
|
Cash
|
$556,392
|
$494,086
|
Investment
in subsidiary - Community National Bank
|
70,219,699
|
66,769,241
|
Investment
in Capital Trust
|
387,000
|
387,000
|
Income
taxes receivable
|
290,224
|
269,335
|
Total
assets
|
$71,453,315
|
$67,919,662
|
|
|
|
Liabilities
and Shareholders' Equity
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Junior
subordinated debentures
|
$12,887,000
|
$12,887,000
|
Dividends
payable
|
630,461
|
581,145
|
Total
liabilities
|
13,517,461
|
13,468,145
|
|
|
|
Shareholders'
Equity
|
|
|
|
|
|
Preferred
stock, 1,000,000 shares authorized, 25 shares issued
|
|
|
and
outstanding ($100,000 liquidation value)
|
2,500,000
|
2,500,000
|
Common
stock - $2.50 par value; 15,000,000 shares authorized,
|
|
|
5,322,320
and 5,269,053 shares issued at December 31, 2017
|
|
|
and
2016, respectively (including 13,039 and 15,022 shares
|
|
|
issued
February 1, 2018 and 2017, respectively)
|
13,305,800
|
13,172,633
|
Additional
paid-in capital
|
31,639,189
|
30,825,658
|
Retained
earnings
|
13,387,739
|
10,666,782
|
Accumulated
other comprehensive loss
|
(274,097)
|
(90,779)
|
Less:
treasury stock, at cost; 210,101 shares at December 31, 2017 and
2016
|
(2,622,777)
|
(2,622,777)
|
Total
shareholders' equity
|
57,935,854
|
54,451,517
|
|
|
|
Total
liabilities and shareholders' equity
|
$71,453,315
|
$67,919,662
|
The
investment in the subsidiary bank is carried under the equity
method of accounting. The investment and cash, which is on deposit
with the Bank, have been eliminated in consolidation.
42
Community
Bancorp. (Parent Company Only)
|
Years
Ended December 31,
|
|
Condensed
Statements of Income
|
2017
|
2016
|
|
|
|
Income
|
|
|
Bank
subsidiary distributions
|
$3,206,000
|
$2,940,000
|
Dividends
on Capital Trust
|
15,757
|
13,818
|
Total
income
|
3,221,757
|
2,953,818
|
|
|
|
Expense
|
|
|
Interest
on junior subordinated debentures
|
524,696
|
460,142
|
Administrative
and other
|
344,657
|
345,842
|
Total
expense
|
869,353
|
805,984
|
|
|
|
Income before
applicable income tax benefit and equity in
|
|
|
undistributed
net income of subsidiary
|
2,352,404
|
2,147,834
|
Income tax
benefit
|
290,224
|
269,335
|
|
|
|
Income before
equity in undistributed net income of subsidiary
|
2,642,628
|
2,417,169
|
Equity in
undistributed net income of subsidiary
|
3,588,670
|
3,067,109
|
Net
income
|
$6,231,298
|
$5,484,278
|
Community
Bancorp. (Parent Company Only)
|
Years
Ended December 31,
|
|
Condensed
Statements of Cash Flows
|
2017
|
2016
|
|
|
|
Cash
Flows from Operating Activities
|
|
|
Net
income
|
$6,231,298
|
$5,484,278
|
Adjustments
to reconcile net income to net cash provided by
|
|
|
operating
activities
|
|
|
Equity
in undistributed net income of subsidiary
|
(3,588,670)
|
(3,067,109)
|
Increase
in income taxes receivable
|
(20,888)
|
(29,941)
|
Net
cash provided by operating activities
|
2,621,740
|
2,387,228
|
|
|
|
Cash
Flows from Financing Activities
|
|
|
Dividends
paid on preferred stock
|
(101,563)
|
(87,500)
|
Dividends
paid on common stock
|
(2,457,871)
|
(2,313,967)
|
Net
cash used in financing activities
|
(2,559,434)
|
(2,401,467)
|
Net
(decrease) increase in cash
|
62,306
|
(14,239)
|
|
|
|
Cash
|
|
|
Beginning
|
494,086
|
508,325
|
Ending
|
$556,392
|
$494,086
|
|
|
|
Cash
Received for Income Taxes
|
$269,335
|
$239,394
|
|
|
|
Cash
Paid for Interest
|
$524,696
|
$460,142
|
|
|
|
Dividends
paid:
|
|
|
Dividends
declared
|
$3,453,884
|
$3,212,092
|
Increase
in dividends payable attributable to dividends
declared
|
(49,315)
|
(565)
|
Dividends
reinvested
|
(946,698)
|
(897,560)
|
|
$2,457,871
|
$2,313,967
|
43
Note 23. Quarterly Financial Data
(Unaudited)
A
summary of financial data for the four quarters of 2017 and 2016 is
presented below:
2017
|
March
31,
|
June
30,
|
September
30,
|
December
31,
|
|
|
|
|
|
Interest
income
|
$6,156,393
|
$6,444,837
|
$6,820,165
|
$7,019,554
|
Interest
expense
|
734,411
|
749,504
|
796,192
|
788,283
|
Provision for loan
losses
|
150,000
|
150,000
|
150,000
|
200,000
|
Non-interest
income
|
1,370,218
|
1,381,731
|
1,449,247
|
1,383,196
|
Non-interest
expense
|
4,731,119
|
4,892,568
|
4,842,116
|
4,700,520
|
Net
income
|
1,414,216
|
1,499,513
|
1,792,949
|
1,524,620
|
Earnings per common
share
|
0.27
|
0.29
|
0.35
|
0.30
|
|
|
|
|
|
2016
|
March 31,
|
June
30,
|
September
30,
|
December
31,
|
|
|
|
|
|
Interest
income
|
$5,818,254
|
$5,963,378
|
$6,254,098
|
$6,212,384
|
Interest
expense
|
663,262
|
676,995
|
691,743
|
667,299
|
Provision for loan
losses
|
100,000
|
150,000
|
150,000
|
100,000
|
Non-interest
income
|
1,237,851
|
1,318,699
|
1,483,520
|
1,461,829
|
Non-interest
expense
|
4,682,291
|
4,675,180
|
4,790,503
|
4,994,550
|
Net
income
|
1,169,494
|
1,295,199
|
1,515,900
|
1,503,685
|
Earnings per common
share
|
0.23
|
0.25
|
0.30
|
0.29
|
Note
24. Other Income and Other Expenses
The
components of other income and other expenses which are in excess
of one percent of total revenues in either of the two years
disclosed are as follows:
|
2017
|
2016
|
Income
|
|
|
Income
from investment in CFSG Partners
|
$415,561
|
$429,008
|
|
|
|
Expenses
|
|
|
Outsourcing
expense
|
$538,359
|
$509,345
|
Service
contracts - administration
|
447,374
|
389,971
|
Marketing
|
484,330
|
380,753
|
State
deposit tax
|
590,728
|
568,549
|
ATM
fees
|
417,067
|
382,227
|
Telephone
|
278,998
|
318,059
|
FDIC
Insurance
|
288,388
|
306,249
|
Note 25. Subsequent Events
In
February, 2018, the Board approved the sale of a condominium office
space unit to CFSG, a related party. The sale is expected to occur
in 2018.
Declaration of Cash Dividend
On
December 15, 2017, the Company declared a cash dividend of $0.17
per share payable February 1, 2018 to shareholders of record as of
January 15, 2018. On March 14, 2018, the Company declared a cash
dividend of $0.17 per share payable May 1, 2018 to shareholders of
record as of April 15, 2018. These dividends have been recorded as
of each declaration date, including shares issuable under the
DRIP.
For
purposes of accrual or disclosure in these financial statements,
the Company has evaluated subsequent events through the date of
issuance of these financial statements.
44
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS
For the
Years Ended December 31, 2017 and 2016
The
following discussion analyzes the consolidated financial condition
of Community Bancorp. (the Company) and its wholly-owned
subsidiary, Community National Bank, as of December 31, 2017 and
2016, and its consolidated results of operations for the years then
ended. In prior years, the Company was considered a “smaller
reporting company” under applicable disclosure rules of the
Securities and Exchange Commission (SEC) and accordingly, elected
to provide its audited statements of income, comprehensive income,
cash flows and changes in shareholders’ equity for a two
year, rather than a three year, period. At December 31, 2017, the
Company was considered an accelerated filer for its Annual Report,
and beginning with the first quarter 2018 interim report, will be
required to provide the above referenced financial information for
a three year period.
The
following discussion should be read in conjunction with the
Company’s audited consolidated financial statements and
related notes.
FORWARD-LOOKING STATEMENTS
This
Management's Discussion and Analysis of Financial Condition and
Results of Operations contains certain forward-looking statements
about the results of operations, financial condition and business
of the Company and its subsidiary. Words used in the discussion
below such as "believes," "expects," "anticipates," "intends,"
"estimates," "plans," "predicts," or similar expressions, indicate
that management of the Company is making forward-looking
statements.
Forward-looking
statements are not guarantees of future performance. They
necessarily involve risks, uncertainties and assumptions. Future
results of the Company may differ materially from those expressed
in these forward-looking statements. Examples of forward looking
statements included in this discussion include, but are not limited
to, estimated contingent liability related to assumptions made
within the asset/liability management process, management's
expectations as to the future interest rate environment and the
Company's related liquidity level, credit risk expectations
relating to the Company's loan portfolio and its participation in
the Federal Home Loan Bank of Boston (FHLBB) Mortgage Partnership
Finance (MPF) program, and management's general outlook for the
future performance of the Company or the local or national economy.
Although forward-looking statements are based on management's
current expectations and estimates, many of the factors that could
influence or determine actual results are unpredictable and not
within the Company's control. Readers are cautioned not to place
undue reliance on such statements as they speak only as of the date
they are made. The Company does not undertake, and disclaims any
obligation, to revise or update any forward-looking statements to
reflect the occurrence or anticipated occurrence of events or
circumstances after the date of this Report, except as required by
applicable law. The Company claims the protection of the safe
harbor for forward-looking statements provided in the Private
Securities Litigation Reform Act of 1995.
Factors
that may cause actual results to differ materially from those
contemplated by these forward-looking statements include, among
others, the following possibilities: (1) general economic
conditions, either nationally, regionally or locally deteriorate,
resulting in a decline in credit quality or a diminished demand for
the Company's products and services; (2) competitive pressures
increase among financial service providers in the Company's
northern New England market area or in the financial services
industry generally, including competitive pressures from non-bank
financial service providers, from increasing consolidation and
integration of financial service providers, and from changes in
technology and delivery systems; (3) interest rates change in such
a way as to negatively affect the Company's net income, asset
valuations or margins; (4) changes in laws or government rules,
including the rules of the federal Consumer Financial Protection
Bureau, or the way in which courts or government agencies interpret
or implement those laws or rules, increase our costs of doing
business, causing us to limit or change our product offerings or
pricing, or otherwise adversely affect the Company's business; (5)
changes in federal or state tax policy; (6) changes in the level of
nonperforming assets and charge-offs; (7) changes in estimates of
future reserve requirements based upon relevant regulatory and
accounting requirements; (8) changes in consumer and business
spending, borrowing and savings habits; (9) reductions in deposit
levels, which necessitate increased borrowings to fund loans and
investments; (10) the geographic concentration of the
Company’s loan portfolio and deposit base; (11) losses due to
the fraudulent or negligent conduct of third parties, including the
Company’s service providers, customers and employees; (12)
the effect of changes to the calculation of the Company’s
regulatory capital ratios which began in 2015 under the Basel III
capital framework and which, among other things, requires
additional regulatory capital, and changes the framework for
risk-weighting of certain assets; (13) the effect of and changes in
the United States monetary and fiscal policies, including the
interest rate policies of the Federal Reserve Board (FRB) and its
regulation of the money supply; and (14) adverse changes in the
credit rating of U.S. government debt.
45
NON-GAAP FINANCIAL MEASURES
Under
SEC Regulation G, public companies making disclosures containing
financial measures that are not in accordance with generally
accepted accounting principles in the United States (US GAAP or
GAAP) must also disclose, along with each non-GAAP financial
measure, certain additional information, including a reconciliation
of the non-GAAP financial measure to the closest comparable GAAP
financial measure, as well as a statement of the company’s
reasons for utilizing the non-GAAP financial measure. The SEC has
exempted from the definition of non-GAAP financial measures certain
commonly used financial measures that are not based on GAAP.
However, three non-GAAP financial measures commonly used by
financial institutions, namely tax-equivalent net interest income
and tax-equivalent net interest margin (as presented in the tables
in the section labeled Interest Income Versus Interest Expense (Net
Interest Income)) and core earnings (as defined and discussed in
the Results of Operations section), have not been specifically
exempted by the SEC, and may therefore constitute non-GAAP
financial measures under Regulation G. We are unable to state with
certainty whether the SEC would regard those measures as subject to
Regulation G.
Management
believes that these non-GAAP financial measures are useful in
evaluating the Company’s financial performance and facilitate
comparisons with the performance of other financial institutions.
However, that information should be considered supplemental in
nature and not as a substitute for related financial information
prepared in accordance with GAAP.
OVERVIEW
The
Company’s consolidated assets at year-end 2017 were $667.0
million compared to $637.7 million at year-end 2016, an increase of
4.6%. Total loans increased 3.2% to $502.9 million, driven
primarily by an increase in commercial loans of $13.7 million, to
$284.2 million year over year, and a smaller increase in
residential mortgage loans of $3.8 million to end the year at
$213.4 million. The Company’s investment portfolio increased
4.4% year over year with an increase of $4.7 million in the
available-for-sale portfolio, which more than offset a decrease of
$1.1 million in the held-to-maturity portfolio. Funding for these
increases was provided by a $55.9 million net increase in deposits,
primarily in the form of core non-maturity deposits. This increase
in deposits allowed for a $28.0 million reduction in short term
borrowings compared with the prior year. Capital grew to $57.9
million with a book value of $10.84 per common share on December
31, 2017, compared with $54.5 million in capital and a book value
of $10.27 per common share on December 31, 2016.
The
Company’s net income of $6.2 million, or $1.21 per common
share, for 2017 was up 13.1%, compared with net income of $5.5
million, or $1.07 per common share, in 2016. The improvement is
primarily due to the growth in earning assets, as the yield and
margins remain under pressure in the current low rate environment.
Average earning-assets increased $42.0 million, or 7.5%, in 2017,
and tax-equivalent interest income increased by $2.2 million, or
8.9%, resulting in a moderate increase in average yield on
interest-earning assets of six basis points. Average
interest-bearing liabilities increased $31.3 million, or 7.0%,
during the year, and the average rate paid on interest-bearing
liabilities increased moderately, by four basis points, resulting
in an increase in interest expense of $369,091. Non-maturity
deposit balances increased steadily throughout the year, which
helped to reduce reliance on higher cost short term borrowings and
brokered deposits to fund loan growth. There was a modest 3.3%
decline in retail certificate of deposit (CD) balances as rate
competition began to increase during the year, drawing away some
rate sensitive accounts. The combined effect of these changes
resulted in an increase of $1.8 million in tax-equivalent net
interest income, and a slight improvement in net interest margin
from 3.98% to 4.01% year over year. Also significantly impacting
net income was a one-time charge to income tax expense of $410,304
for the revaluation of the Company’s net deferred tax assets
as a result of tax reform signed into law at the end of December,
to reflect the lower enacted federal income tax rates in effect
beginning January 2, 1018.
The
provision for loan losses was increased by $150,000, or 30%, year
over year to accommodate the increase in the loan portfolio and
loan losses. While
commercial loans inherently carry more risk, the Company has
dedicated significant resources in the credit administration
department to mitigate the additional risk.
According
to the State of Vermont Department of Labor, Vermont’s
unemployment rate for December, 2017 was 2.8%, compared to 3.1% in
December, 2016, and remains well below the national average of
4.1%. However, certain industries, most notably construction, have
yet to recover from the last recession. In addition, regions
outside the Northwestern part of the state have not mirrored the
robust growth seen in and around the Burlington area. Of the
Company’s primary market areas, Orleans, Caledonia, and Essex
Counties continue to have the highest unemployment rates in the
state, while Washington and Franklin Counties are at or near the
state average.
The
regulatory environment continues to increase operating costs and
place extensive burdens on personnel resources to comply with
myriad legal requirements, including those under the Dodd-Frank Act
of 2010, and the numerous rulemakings it has spawned, the
Sarbanes-Oxley Act of 2002, the USA Patriot Act, the Bank Secrecy
Act, the Real Estate Settlement Procedures Act, the Truth in
Lending Act and the Home Mortgage Disclosure Act, as well as the
new Basel III capital framework. While the influx of nominees into
key government agencies by the Trump administration may provide
regulatory relief for community banks in the future, it is still
unclear what impact any such changes would have on the
Company.
46
The
Company declared dividends of $0.68 per common share in 2017
compared to $0.64 per common share in 2016. As of December 31,
2017, the Company reported retained earnings of $13.4 million,
compared to $10.7 million as of December 31, 2016 and total
shareholders’ equity of $57.9 million and $54.5 million,
respectively. The Company is committed to remaining a
well-capitalized community bank, working to meet the needs of our
customers while providing a fair return to our
shareholders.
CRITICAL ACCOUNTING POLICIES
The
Company’s consolidated financial statements are prepared
according to US GAAP. The preparation of such financial statements
requires management to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenues and expenses
and related disclosure of contingent assets and liabilities in the
consolidated financial statements and related notes. The SEC has
defined a company’s critical accounting policies as those
that are most important to the portrayal of the Company’s
financial condition and results of operations, and which require
the Company to make its most difficult and subjective judgments,
often as a result of the need to make estimates of matters that are
inherently uncertain. Because of the significance of these
estimates and assumptions, there is a high likelihood that
materially different amounts would be reported for the Company
under different conditions or using different assumptions or
estimates. Management evaluates on an ongoing basis its judgment as
to which policies are considered to be critical.
Allowance for Loan Losses - Management believes that the
calculation of the allowance for loan losses (ALL) is a critical
accounting policy that requires the most significant judgments and
estimates used in the preparation of its consolidated financial
statements. In estimating the ALL, management considers historical
experience as well as other qualitative factors, including the
effect of current economic indicators and their probable impact on
borrowers and collateral, trends in delinquent and non-performing
loans, trends in criticized and classified assets, levels of
exceptions, the impact of competition in the market, concentrations
of credit risk in a variety of areas, including portfolio product
mix, the level of loans to individual borrowers and their related
interests, loans to industry segments and the geographic
distribution of commercial real estate loans. Management’s
estimates used in calculating the ALL may increase or decrease
based on changes in these factors, which in turn will affect the
amount of the Company’s provision for loan losses charged
against current period income. This evaluation is inherently
subjective and actual results could differ significantly from these
estimates under different assumptions, judgments or
conditions.
Other Real Estate Owned (OREO) – Real estate
properties acquired through or in lieu of foreclosure or properties
no longer used for bank operations, are initially recorded at fair
value less estimated selling cost at the date of acquisition,
foreclosure or transfer. Fair value is determined, as appropriate,
either by obtaining a current appraisal or evaluation prepared by
an independent, qualified appraiser, by obtaining a broker’s
market value analysis, and finally, if the Company has limited
exposure and limited risk of loss, by the opinion of management as
supported by an inspection of the property and its most recent tax
valuation. During periods of declining market values, the Company
will generally obtain a new appraisal or evaluation. The amount, if
any, by which the recorded amount of the loan exceeds the fair
value, less estimated cost to sell, is a loss which is charged to
the allowance for loan losses at the time of foreclosure or
repossession. The recorded amount of the loan is the loan balance
adjusted for any unamortized premium or discount and unamortized
loan fees or costs, less any amount previously charged off, plus
recorded accrued interest. After acquisition through or in lieu of
foreclosure, these assets are carried at the lower of their new
cost basis or fair value. Costs of significant property
improvements are capitalized, whereas costs relating to holding the
property are expensed as incurred. Appraisals by an independent,
qualified appraiser are performed periodically on properties that
management deems significant, or evaluations may be performed by
management or a qualified third party on properties in the
portfolio that are deemed less significant or less vulnerable to
market conditions. Subsequent write-downs are recorded as a charge
to other expense. Gains or losses on the sale of such properties
are included in income when the properties are sold.
Investment Securities - Management performs quarterly
reviews of individual debt and equity securities in the investment
portfolio to determine whether a decline in the fair value of a
security is other than temporary. A review of other-than-temporary
impairment requires management to make certain judgments regarding
the materiality of the decline and the probability, extent and
timing of a valuation recovery, the Company’s intent to
continue to hold the security and, in the case of debt securities,
the likelihood that the Company will not have to sell the security
before recovery of its cost basis. Management assesses fair value
declines to determine the extent to which such changes are
attributable to fundamental factors specific to the issuer, such as
financial condition and business prospects, or to market-related or
other external factors, such as interest rates, and in the case of
debt securities, the extent to which the impairment relates to
credit losses of the issuer, as compared to other factors. Declines
in the fair value of securities below their cost that are deemed to
be other than temporary, and declines in fair value of debt
securities below their cost that are related to credit losses, are
recorded in earnings as realized losses, net of tax effect. The
non-credit loss portion of an other than temporary decline in the
fair value of debt securities below their cost basis (generally,
the difference between the fair value and the estimated net present
value of expected future cash flows from the debt security) is
recognized in other comprehensive income as an unrealized loss,
provided that the Company does not intend to sell the security and
it is more likely than not that the Company will not have to sell
the security before recovery of its reduced basis.
47
Mortgage Servicing Rights - Mortgage servicing rights
associated with loans originated and sold, where servicing is
retained, are required to be capitalized and initially recorded at
fair value on the acquisition date and are subsequently accounted
for using the “amortization method”. Mortgage servicing
rights are amortized against non-interest income in proportion to,
and over the period of, estimated future net servicing income of
the underlying financial assets. The value of capitalized servicing
rights represents the estimated present value of the future
servicing fees arising from the right to service loans for third
parties. The carrying value of the mortgage servicing rights is
periodically reviewed for impairment based on a determination of
estimated fair value compared to amortized cost, and impairment, if
any, is recognized through a valuation allowance and is recorded as
a reduction of non-interest income. Subsequent improvement (if any)
in the estimated fair value of impaired mortgage servicing rights
is reflected in a positive valuation adjustment and is recognized
in non-interest income up to (but not in excess of) the amount of
the prior impairment. Critical accounting policies for mortgage
servicing rights relate to the initial valuation and subsequent
impairment tests. The methodology used to determine the valuation
of mortgage servicing rights requires the development and use of a
number of estimates, including anticipated principal amortization
and prepayments. Factors that may significantly affect the
estimates used are changes in interest rates and the payment
performance of the underlying loans. The Company analyzes and
accounts for the value of its servicing rights with the assistance
of a third party consultant.
Goodwill - Goodwill from an acquisition accounted for under
the purchase accounting method, such as the Company’s 2007
acquisition of LyndonBank, is subject to ongoing periodic
impairment evaluation, which includes an analysis of the ongoing
assets, liabilities and revenues from the acquisition and an
estimation of the impact of business conditions. This evaluation is
inherently subjective.
Other - Management utilizes numerous techniques to estimate
the carrying value of various assets held by the Company,
including, but not limited to, bank premises and equipment and
deferred taxes. The assumptions considered in making these
estimates are based on historical experience and on various other
factors that are believed by management to be reasonable under the
circumstances. The use of different estimates or assumptions could
produce different estimates of carrying values and those
differences could be material in some circumstances.
RESULTS OF OPERATIONS
The
Company’s net income increased $747,020, or 13.6%, from 2016
to 2017, resulting in earnings per common share of $1.21 for 2017
and $1.07 for 2016. Net interest income (core earnings) increased
$1.8 million, or 8.5%, for 2017 compared to 2016. This substantial
increase in core earnings reflected the combined effect of a
substantial increase of $2.2 million, or 9.0% in interest income
versus a slight increase of $369,091, or 13.7%, in interest
expense, year over year.
Non-interest
income increased $82,493, or 1.5%, from 2016 to 2017. The largest
component of non-interest income for 2017 was service fee income,
with an increase of $334,875, or 12.2%, primarily from an increase
in overdraft fees attributable to an overdraft privilege program
implemented in June of 2016. This was partially offset by a
decrease in income from sold loans of $161,519, or 18.1%, primarily
due to a decrease in originations of residential mortgages sold in
the secondary market, which totaled $14.0 million in 2017, a 25.5%
decrease compared to originations totaling $18.8 million in 2016.
As a result of the lower volume, the Company reported net gains
from the sales of these mortgages of $317,432 in 2017, compared to
$429,480 in 2016, a decrease of $112,048, or 26.1%. Although
mortgage rates remained historically low throughout 2017, the
refinancing activity has been exhausted and the volume of financing
activity for home sales has not been sufficient to create the level
of income in prior years. Income from fees related to
other loan activity increased $7,123, or 0.9%, while increased
commercial loan activity resulted in an increase in commercial loan
documentation fees of $43,640, or 8.4%, and decreased residential
mortgage loan volume resulted in a decrease in residential loan
related fees of $33,570, or 11.5%.
Other
income, the final category of non-interest income, saw a decrease
of $101,370, or 9.9%. This category of income was affected by the
final distribution of the Supplemental Employee Retirement Program
(SERP) to the last participant in July, 2017 and by the
Company’s exit from a mortgage insurance exchange in 2016.
This activity and the impact it had on current year results is
explained in greater detail in the section labeled Non-Interest
Income and Non-Interest Expense.
An
increase is noted in two components of non-interest expense, while
the other two components decreased year over year, for an aggregate
increase of $23,799, or 0.1%. Salary and benefits decreased
$470,113, or 4.8%, compared to the prior year, including a decrease
in salaries of $279,447, or 4.0%, and a decrease in employee
benefits of $190,666, or 6.7%, due primarily to the retirement of a
senior executive employee. Occupancy expense increased $82,827, or
3.4%, year over year due to an increase in building maintenance,
property taxes and the addition of the lease for the
Company’s new loan production office in Burlington. Other
expenses increased $411,085, or 6.1%, year over year with resources
added to marketing and information technology. Please refer to the
non-interest income and non-interest expense section of this report
for more detail.
48
Return
on average assets (ROA), which is net income divided by average
total assets, measures how effectively a corporation uses its
assets to produce earnings. Return on average equity (ROE), which
is net income divided by average shareholders' equity, measures how
effectively a corporation uses its equity capital to produce
earnings.
The
following table shows these ratios, as well as other equity ratios,
for each of the last three fiscal years:
|
December
31,
|
||
|
2017
|
2016
|
2015
|
|
|
|
|
Return on Average
Assets
|
0.96%
|
0.91%
|
0.82%
|
Return on Average
Equity
|
11.16%
|
10.36%
|
9.60%
|
Dividend Payout
Ratio (1)
|
56.20%
|
59.81%
|
66.67%
|
Average Equity to
Average Assets Ratio
|
8.58%
|
8.77%
|
8.57%
|
(1)
Dividends declared per common share divided by earnings per common
share.
49
The
following table summarizes the earnings performance and certain
balance sheet and per share data of the Company during each of the
last five fiscal years:
SELECTED
FINANCIAL DATA
|
|||||
|
|||||
As
of December 31,
|
2017
|
2016
|
2015
|
2014
|
2013
|
|
|
|
|
|
|
Balance
Sheet Data
|
|
|
|
|
|
Net
loans
|
$497,745,203
|
$482,280,911
|
$453,424,042
|
$443,202,475
|
$435,354,440
|
Total
assets
|
667,045,595
|
637,653,665
|
596,134,709
|
586,711,044
|
573,667,404
|
Total
deposits
|
560,634,980
|
504,735,032
|
495,485,562
|
493,019,463
|
481,552,569
|
Borrowed
funds
|
3,550,000
|
31,550,000
|
10,000,000
|
0
|
0
|
Total
liabilities
|
609,109,741
|
583,202,148
|
544,720,053
|
537,715,842
|
527,531,427
|
Total shareholders'
equity
|
57,935,854
|
54,451,517
|
51,414,656
|
48,995,202
|
46,135,977
|
|
|
|
|
|
|
Years
Ended December 31,
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Data
|
|
|
|
|
|
Total interest
income
|
$26,440,949
|
$24,248,114
|
$23,406,689
|
$22,950,277
|
$22,639,782
|
Total interest
expense
|
3,068,390
|
2,699,299
|
2,645,650
|
3,055,744
|
3,442,134
|
Net
interest income
|
23,372,559
|
21,548,815
|
20,761,039
|
19,894,533
|
19,197,648
|
|
|
|
|
|
|
Provision for loan
losses
|
650,000
|
500,000
|
510,000
|
540,000
|
670,000
|
Net
interest income after
|
|
|
|
|
|
provision
for loan losses
|
22,722,559
|
21,048,815
|
20,251,039
|
19,354,533
|
18,527,648
|
|
|
|
|
|
|
Non-interest
income
|
5,584,392
|
5,501,899
|
5,150,155
|
5,141,751
|
5,982,568
|
Non-interest
expense
|
19,166,323
|
19,142,524
|
18,810,973
|
17,585,980
|
17,818,632
|
Income
before income taxes
|
9,140,628
|
7,408,190
|
6,590,221
|
6,910,304
|
6,691,584
|
|
|
|
|
|
|
Applicable income
tax expense (1)
|
2,909,330
|
1,923,912
|
1,764,630
|
1,785,396
|
1,604,929
|
|
|
|
|
|
|
Net
income
|
$6,231,298
|
$5,484,278
|
$4,825,591
|
$5,124,908
|
$5,086,655
|
|
|
|
|
|
|
Per
Share Data
|
|
|
|
|
|
Earnings per common
share (2)
|
$1.21
|
$1.07
|
$0.96
|
$1.03
|
$1.01
|
Dividends declared
per common
|
|
|
|
|
|
share
|
$0.68
|
$0.64
|
$0.64
|
$0.64
|
$0.56
|
Book value per
common share
|
|
|
|
|
|
outstanding
|
$10.84
|
$10.27
|
$9.79
|
$9.43
|
$8.96
|
Weighted average
number of
|
|
|
|
|
|
common
shares outstanding
|
5,084,102
|
5,024,270
|
4,961,972
|
4,897,281
|
4,838,185
|
Number of common
shares
|
|
|
|
|
|
outstanding,
period end
|
5,112,219
|
5,058,952
|
4,994,416
|
4,932,374
|
4,868,606
|
(1)
Applicable income tax expense assumes a 34% tax rate.
|
(2)
Computed based on the weighted average number of common shares
outstanding during the periods presented.
|
50
INTEREST INCOME VERSUS INTEREST EXPENSE (NET INTEREST
INCOME)
The
largest component of the Company’s operating income is net
interest income, which is the difference between interest earned on
loans and investments versus the interest paid on deposits and
other sources of funds (i.e. other borrowings). The Company’s
level of net interest income can fluctuate over time due to changes
in the level and mix of earning assets, and sources of funds
(volume) and from changes in the yield earned and costs of funds
(rate paid). A portion of the Company’s income from municipal
investments is not subject to income taxes. Because the proportion
of tax-exempt items in the Company's portfolio varies from
year-to-year, to improve comparability of information across years,
the non-taxable income shown in the tables below has been converted
to a tax equivalent basis. Because the Company’s corporate
tax rate was 34% during each of the periods shown, to equalize
tax-free and taxable income in the comparison, we divide the
tax-free income by 66%, with the result that every tax-free dollar
is equivalent to $1.52 in taxable income.
Tax-exempt
income is derived from municipal investments, which comprised the
entire held-to-maturity portfolio of $48.8 million, $49.9 million
and $43.4 million, at December 31, 2017, 2016 and 2015,
respectively.
The
following table provides the reconciliation between net interest
income presented in the consolidated statements of income and the
non-GAAP tax equivalent net interest income presented in the table
immediately following for each of the last three
years.
Years
Ended December 31,
|
2017
|
2016
|
2015
|
|
(Dollars
in Thousands)
|
||
|
|
|
|
Net interest income
as presented
|
$23,373
|
$21,549
|
$20,761
|
Effect of
tax-exempt income
|
684
|
661
|
573
|
Net
interest income, tax equivalent
|
$24,057
|
$22,210
|
$21,334
|
51
The
following table presents average earning assets and average
interest-bearing liabilities supporting earning assets for each of
the last three fiscal years. Interest income (excluding interest on
non-accrual loans) and interest expense are both expressed on a tax
equivalent basis, both in dollars and as a rate/yield.
|
Years
Ended December 31,
|
||||||||
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
Average
|
|
|
Average
|
|
|
Average
|
|
Average
|
Income/
|
Rate/
|
Average
|
Income/
|
Rate/
|
Average
|
Income/
|
Rate/
|
|
Balance
|
Expense
|
Yield
|
Balance
|
Expense
|
Yield
|
Balance
|
Expense
|
Yield
|
|
(Dollars
in Thousands)
|
||||||||
Interest-Earning
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
(1)
|
$497,847
|
$24,103
|
4.84%
|
$470,229
|
$22,294
|
4.74%
|
$454,793
|
$21,717
|
4.78%
|
Taxable
investment securities
|
35,758
|
676
|
1.89%
|
29,383
|
511
|
1.74%
|
30,725
|
442
|
1.44%
|
Tax-exempt
investment securities
|
52,127
|
2,013
|
3.86%
|
51,744
|
1,944
|
3.76%
|
44,516
|
1,687
|
3.79%
|
Sweep and
interest-earning accounts
|
12,331
|
160
|
1.30%
|
4,481
|
22
|
0.49%
|
6,337
|
17
|
0.27%
|
Other
investments (2)
|
2,430
|
173
|
7.12%
|
2,690
|
138
|
5.13%
|
3,495
|
117
|
3.35%
|
|
$600,493
|
$27,125
|
4.52%
|
$558,527
|
$24,909
|
4.46%
|
$539,866
|
$23,980
|
4.44%
|
|
|
|
|
|
|
|
|
|
|
Interest-Bearing
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing
transaction accounts
|
$122,521
|
$324
|
0.26%
|
$116,081
|
$223
|
0.19%
|
$117,867
|
$229
|
0.19%
|
Money market
accounts
|
86,142
|
782
|
0.91%
|
82,254
|
803
|
0.98%
|
87,390
|
826
|
0.95%
|
Savings
deposits
|
96,551
|
124
|
0.13%
|
85,896
|
106
|
0.12%
|
80,530
|
98
|
0.12%
|
Time
deposits
|
124,134
|
1,126
|
0.91%
|
109,347
|
894
|
0.82%
|
107,100
|
925
|
0.86%
|
Borrowed
funds
|
9,975
|
65
|
0.65%
|
17,426
|
95
|
0.55%
|
14,217
|
40
|
0.28%
|
Repurchase
agreements
|
28,950
|
87
|
0.30%
|
25,888
|
77
|
0.30%
|
24,314
|
70
|
0.29%
|
Capital lease
obligations
|
430
|
35
|
8.14%
|
511
|
42
|
8.22%
|
596
|
49
|
8.22%
|
Junior
subordinated debentures
|
12,887
|
525
|
4.07%
|
12,887
|
460
|
3.57%
|
12,887
|
409
|
3.17%
|
|
$481,590
|
$3,068
|
0.64%
|
$450,290
|
$2,700
|
0.60%
|
$444,901
|
$2,646
|
0.59%
|
|
|
|
|
|
|
|
|
|
|
Net interest
income
|
|
$24,057
|
|
|
$22,209
|
|
|
$21,334
|
|
Net interest spread
(3)
|
|
|
3.88%
|
|
|
3.86%
|
|
|
3.85%
|
Net interest margin
(4)
|
|
|
4.01%
|
|
|
3.98%
|
|
|
3.95%
|
(1)
Included in gross loans are non-accrual loans with an average
balance of $2.6 million, $3.2 million and $5.2 million for the
years ended December 31, 2017,
|
2016
and 2015, respectively. Loans are stated before deduction of
unearned discount and allowance for loan losses, less loans
held-for-sale.
|
(2)
Included in other investments is the Company’s FHLBB Stock
with an average balance of $1.5 million, $1.7 million and $2.5
million, respectively, for
|
2017,
2016 and 2015 and a dividend rate of approximately 4.24%, 4.67% and
1.75%, respectively.
|
(3) Net
interest spread is the difference between the average yield on
average earning assets and the average rate paid on average
interest-bearing liabilities.
|
(4) Net
interest margin is net interest income divided by average earning
assets.
|
The
average volume of interest-earning assets for the year ended
December 31, 2017 increased 7.5% compared to December 31, 2016,
which increased 3.5% compared to December 31, 2015. Average yield
on interest-earning assets increased six basis points and two basis
points for the respective periods.
The
average volume of loans increased 5.9% for 2017 versus 2016, and
3.4% for 2016 versus 2015, while the average yield on loans
increased 10 basis points to 4.84% for 2017 compared to 4.74% for
2016, which had decreased four basis points compared to 4.78% for
2015. These changes were due to a combination of the steadily
increasing federal funds rate over the periods noted, and a shift
in asset mix toward commercial loans; however, this has been
partially offset by continued pressure on medium term (5-10 year)
fixed rates. The growth in the average volume of loans during each
of the last three years was reflected in increases in interest
earned on the loan portfolio of $1.81 million in 2017 compared to
2016 and $577 thousand in 2016 compared to 2015, despite the four
basis points decrease in average yield on loans in 2016 compared to
2015. Interest earned on the loan portfolio as a percentage of
total interest income decreased yearly comprising approximately
88.9%, 89.5% and 90.1%, respectively for 2017, 2016 and
2015.
52
The
average volume of the taxable investment portfolio (classified as
available-for-sale) increased 21.7% for 2017 versus 2016 and
decreased 4.4% for 2016 versus 2015, and the average yields on the
taxable investment portfolio increased 15 basis points and 30 basis
points, respectively. The increase in 2017 is due primarily to an
effort to continue to incrementally grow the investment portfolio
as the balance sheet grows in order to provide additional liquidity
and pledge quality assets. The average volume of the tax
exempt portfolio (classified as held-to-maturity and consisting of
municipal securities) increased 0.7% during 2017 and 16.2% during
2016. The average tax-equivalent yield on the tax exempt portfolio
increased 10 basis points during 2017 and decreased three basis
points during 2016, reflecting the increases in short term market
rates during 2017.
The
average volume of sweep and interest-earning accounts, which
consists primarily of an interest-bearing account at the Federal
Reserve Bank of Boston (FRBB) and two correspondent banks,
increased 175.2% during 2017, but decreased 29.3% during 2016. The
average yield on these funds increased 81 basis points and 22 basis
points, respectively. This increase in volume is attributable to a
higher balance of cash periodically held on hand in anticipation of
funding loan growth and other liquidity needs.
The
average volume of interest-bearing liabilities for the year ended
December 31, 2017 increased 7.0% compared to December 31, 2016,
which increased 1.2% compared to December 31, 2015. The average
rate paid on interest-bearing liabilities increased four basis
points during 2017 and one basis point during 2016.
The
average volume of interest-bearing transaction accounts increased
5.6% for 2017 versus 2016, reflecting strong deposit growth during
2017, but decreased 1.5% for 2016 versus 2015, and the average rate
paid on these accounts increased seven basis points for 2017 versus
2016, but remained flat for 2016 versus 2015.
The
average volume of money market accounts increased 4.7% during 2017
and decreased 5.9% during 2016, while the average rate paid on
these deposits decreased seven basis points during 2017 and
increased three basis points during 2016.
The
average volume of savings accounts increased in both comparison
periods by 12.4% for 2017 versus 2016 and 6.7% for 2016 versus
2015, partially due to several escrow accounts for deposits held
for the future purchase of properties in the Stowe area which
account for approximately half of the increase. Some of the
increase is due in part to the continued shift in product mix from
retail time deposits to savings accounts as consumers anticipate
higher rates in the near future.
The
average volume of retail time deposits decreased 2.0% during 2017,
and 4.5% during 2016, while the average volume of wholesale time
deposits increased significantly during both periods, with
increases of 178.3% during 2017 and 280.9% during 2016. Interest
paid on time deposits as a percentage of total interest expense
changed yearly comprising 36.7%, 33.1% and 35.0%, respectively for
2017, 2016 and 2015. With the recent increases in short term rates,
there has been modest pressure for higher rates from the more rate
sensitive deposit holders. Wholesale time deposits have been an
increasingly beneficial source of funding throughout 2016 and 2017
as they have provided large blocks of funding without the need to
disrupt pricing in the Company’s local markets. These funds
can be obtained relatively quickly on an as-needed basis, making
them a valuable alternative to traditional term borrowings from the
FHLBB.
The
average volume of borrowed funds decreased 42.8% for 2017 versus
2016, reflecting a shift to deposit funding to fund loan growth
during 2017, but increased 22.6% for 2016 versus 2015. The average
rate paid on these accounts increased 10 basis points during 2017
and 27 basis points during 2016.
The
average volume of repurchase agreements increased 11.8% during 2017
and 6.5% during 2016, while the average rate paid on repurchase
agreements remained flat for 2017 versus 2016 and increased one
basis point for 2016 versus 2015.
In
summary, the average yield on interest-earning assets increased six
basis points during 2017, while the average rate paid on
interest-bearing liabilities increased four basis points. During
2016, the average yield on interest-earning assets increased two
basis points, while the average rate paid on interest-bearing
liabilities increased one basis point. Net interest spread for 2017
was 3.88%, an increase of two basis point from 3.86% for 2016,
which increased one basis point to 3.86% from 3.85% for 2015. Net
interest margin increased three basis points in both comparison
periods to 4.01% for 2017, compared to 3.98% for 2016 and 3.95% for
2015.
53
The
following table summarizes the variances in income for the years
presented, resulting from volume changes in interest-earning assets
and interest-bearing liabilities and fluctuations in rates earned
and paid compared to the prior year.
Changes
in Interest Income and Interest Expense
|
||||||
|
|
|
|
|
|
|
|
2017
versus 2016
|
2016
versus 2015
|
||||
|
Variance
|
Variance
|
|
Variance
|
Variance
|
|
|
Due
to
|
Due
to
|
Total
|
Due
to
|
Due
to
|
Total
|
|
Rate
(1)
|
Volume
(1)
|
Variance
|
Rate
(1)
|
Volume
(1)
|
Variance
|
|
(Dollars
in Thousands)
|
|||||
Average
Interest-Earning Assets
|
|
|
|
|
|
|
Loans
|
$500
|
$1,309
|
$1,809
|
$(161)
|
$738
|
$577
|
Taxable
investment securities
|
54
|
111
|
165
|
92
|
(23)
|
69
|
Tax-exempt
investment securities
|
55
|
14
|
69
|
(17)
|
274
|
257
|
Sweep and
interest-earning accounts
|
100
|
38
|
138
|
14
|
(9)
|
5
|
Other
investments
|
54
|
(19)
|
35
|
62
|
(41)
|
21
|
|
$763
|
$1,453
|
$2,216
|
$(10)
|
$939
|
$929
|
|
|
|
|
|
|
|
Average
Interest-Bearing Liabilities
|
|
|
|
|
|
|
Interest-bearing
transaction accounts
|
$89
|
$12
|
$101
|
$(3)
|
$(3)
|
$(6)
|
Money market
accounts
|
(59)
|
38
|
(21)
|
27
|
(50)
|
(23)
|
Savings
deposits
|
5
|
13
|
18
|
2
|
6
|
8
|
Time
deposits
|
111
|
121
|
232
|
(50)
|
19
|
(31)
|
Borrowed
funds
|
18
|
(48)
|
(30)
|
46
|
9
|
55
|
Repurchase
agreements
|
1
|
9
|
10
|
2
|
5
|
7
|
Capital lease
obligations
|
0
|
(7)
|
(7)
|
0
|
(7)
|
(7)
|
Junior
subordinated debentures
|
65
|
0
|
65
|
51
|
0
|
51
|
|
$230
|
$138
|
$368
|
$75
|
$(21)
|
$54
|
|
|
|
|
|
|
|
Changes
in net interest income
|
$533
|
$1,315
|
$1,848
|
$(85)
|
$960
|
$875
|
(1)
Items which have shown a year-to-year increase in volume have
variances allocated as follows:
|
Variance
due to rate = Change in rate x new volume
|
Variance
due to volume = Change in volume x old rate
|
Items
which have shown a year-to-year decrease in volume have variances
allocated as follows:
|
Variance
due to rate = Change in rate x old volume
|
Variances
due to volume = Change in volume x new rate
|
54
NON-INTEREST INCOME AND NON-INTEREST EXPENSE
Non-interest Income
The
components of non-interest income for the annual periods presented
are as follows:
|
Years
Ended
|
|
|
|
|
December
31,
|
Change
|
||
|
2017
|
2016
|
Income
|
Percent
|
|
|
|
|
|
Service
fees
|
$3,076,567
|
$2,741,692
|
$334,875
|
12.21%
|
Income from sold
loans
|
730,019
|
891,538
|
(161,519)
|
-18.12%
|
Other income from
loans
|
846,392
|
839,269
|
7,123
|
0.85%
|
Net realized gain
on sale of securities AFS
|
3,384
|
0
|
3,384
|
100.00%
|
Income from CFSG
Partners
|
415,561
|
429,008
|
(13,447)
|
-3.13%
|
Exchange
income
|
81,500
|
98,500
|
(17,000)
|
-17.26%
|
SERP fair value
adjustment
|
45,312
|
69,768
|
(24,456)
|
-35.05%
|
Income from
insurance exchange
|
34,070
|
94,333
|
(60,263)
|
-63.88%
|
Other
income
|
351,587
|
337,791
|
13,796
|
4.08%
|
Total
non-interest income
|
$5,584,392
|
$5,501,899
|
$82,493
|
1.50%
|
Total
non-interest income increased by $82,493 for the year ended
December 31, 2017 compared to the same period 2016, with
significant changes noted in the following:
●
Service fees
increased $334,875, or 12.2%, year over year, due primarily to an
increase in overdraft charges driven by a courtesy overdraft
program implemented at the beginning of the third quarter of
2016.
●
Income from sold
loans decreased $161,519, or 18.1%, due to a decrease in the volume
of secondary market sales year over year, resulting from the
increase in market rates and the diminishing volume of residential
mortgage loan refinancings following a long period of low
rates.
●
Income from the
Company’s trust and investment management affiliate,
Community Financial Services Group, LLC (CFSG Partners), decreased
$13,447, or 3.1%, for the year. This decrease reflects a one-time
mark-to-market adjustment to CFSG Partners’ investment
portfolio during the third quarter of 2016 of approximately
$28,000, partially offset by an increase in income of $16,508 year
over year.
●
SERP fair value
adjustment decreased $24,456 year over year. The final payment of
SERP benefits to the last participant was made on July 1, 2017 and
the related asset was liquidated shortly thereafter. Accordingly,
there will no longer be an impact to earnings from this line item
in future periods.
●
During the fourth
quarter of 2016, the Company received a liquidity membership
distribution from an insurance exchange resulting in one-time
income of $88,646, accounting for the decrease of $60,263, or
63.9%, year over year.
55
Non-interest Expense
The
components of non-interest expense for the annual periods presented
are as follows:
|
Years
Ended
|
|
|
|
|
December
31,
|
Change
|
||
|
2017
|
2016
|
Expense
|
Percent
|
|
|
|
|
|
Salaries and
wages
|
$6,772,373
|
$7,051,820
|
$(279,447)
|
-3.96%
|
Employee
benefits
|
2,648,060
|
2,838,726
|
(190,666)
|
-6.72%
|
Occupancy expenses,
net
|
2,549,455
|
2,466,628
|
82,827
|
3.36%
|
Other
expenses
|
|
|
|
|
Service
contracts - administrative
|
447,374
|
389,971
|
57,403
|
14.72%
|
Marketing
expense
|
484,330
|
380,753
|
103,577
|
27.20%
|
Miscellaneous
computer expense
|
80,682
|
56,670
|
24,012
|
42.37%
|
Consultant
services
|
235,811
|
141,375
|
94,436
|
66.80%
|
Collection
& non-accruing loan
|
|
|
|
|
expense
|
87,520
|
122,176
|
(34,656)
|
-28.37%
|
OREO
expense
|
73,544
|
60,965
|
12,579
|
20.63%
|
Debit
and ATM card losses
|
49,952
|
19,864
|
30,088
|
151.47%
|
Other
miscellaneous expenses
|
5,737,222
|
5,613,576
|
123,646
|
2.20%
|
Total
non-interest expense
|
$19,166,323
|
$19,142,524
|
$23,799
|
0.12%
|
Total
non-interest expense increased $23,799, or 0.12%, for the full year
2017 compared to the same period in 2016, with significant changes
noted in the following:
●
Salaries and wages
decreased $279,447, or 4.0%, year over year primarily due to the
retirement of a senior executive employee in 2016.
●
The decrease in
employee benefits of $190,666, or 6.7%, year over year due
primarily to termination of the SERP associated with the retirement
of a senior executive officer.
●
Service contracts
– administrative increased $57,403, or 14.7%, year over year,
primarily due to a new service contract for our upgraded telephone
system.
●
Marketing expense
increased $103,577, or 27.2%, year over year due to the
Company’s strategic decision to enhance marketing efforts,
including a shift to television ads from paper and radio during
2017.
●
Miscellaneous
computer expense increased $24,012, or 42.4%, year over year partly
due to an upgrade of the devices used for board and management
reporting which has eliminated the use and distribution of paper
reports. As the cost of some technology decreases, individual items
are below the depreciable threshold and become a direct
expense.
●
Consultant services
increased $94,436, or 66.8%, year over year partly due to a
contract with a consultant for technology related projects and a
retainer paid to a retired executive employee.
●
Collections &
non-accruing loan expense decreased $34,656, or 28.4%, year over
year mostly due to non-recurring recovery of expenses of
approximately $58,000 in 2017.
●
OREO expense
increased $12,579, or 20.6%, year over year, due in part to a write
down on an OREO property in 2017.
●
Debit and ATM card
losses increased $30,088, or 151.5%, year over year due to an
increase in fraud activity associated with debit
cards.
56
APPLICABLE INCOME TAXES
The
provision for income taxes increased $985,418, or 51.2%, from
$1,923,912 in 2016 to $2,909,330 in 2017. A substantial portion of
this increase is attributable to a one-time charge of $410,304 for
the revaluation of the Company’s net deferred tax assets as a
result of the Tax Cuts and Jobs
Act signed into law on December 22, 2017, which reduces the
federal corporate income tax rate to 21% effective January 1, 2018.
Income before income taxes increased $1.7 million, or 23.4% for
2017 compared to 2016. Tax credits from affordable housing
investments decreased $307,462, or 42.6%, from $722,125 in 2016 to
$414,663 in 2017, while New Market Tax Credits (NMTC) of $135,234
were the same for both 2016 and 2017.
Amortization
expense related to limited partnership investments is included as a
component of income tax expense and amounted to $421,661 and
$731,448 for 2017 and 2016, respectively. These investments provide
tax benefits, including tax credits, and are designed to provide an
effective yield between 8% and 10%. The Company entered into a new
limited partnership investment in 2015 that began amortizing during
2016 and had significant rehabilitation tax credits for 2016,
accounting for the decrease in amortization expense as well as the
decrease in tax credits during 2017.
CHANGES IN FINANCIAL CONDITION
The
following discussion refers to the volume of average assets,
liabilities and shareholders’ equity in the table labeled
“Distribution of Assets, Liabilities and Shareholders’
Equity” on the following page.
Average
assets increased $17.0 million, or 2.9%, from the year ended
December 31, 2015 to the year ended December 31, 2016, and $47.0
million, or 7.8%, from 2016 to 2017, reflecting increases in the
average balance of all deposit categories year over year. The
average volume of loans increased $15.3 million, or 3.4%, from 2015
to 2016 and $27.5 million, or 5.8%, from 2016 to 2017, due in part
to strong commercial loan demand. The Company used maturities,
sales and calls within the taxable investment portfolio and
short-term borrowings to help fund loan growth during 2015 and
2016, accounting for the
decrease of $1.3 million in the average volume of taxable
investments from 2015 through 2016. The average volume of taxable
investments increased $6.4 million, or 21.7%, from 2016 to 2017.
The average volume of the tax-exempt portfolio increased favorably
by $7.2 million, or 16.2%, from 2015 to 2016, but increased only
slightly by approximately $383,000, or 0.7%, from 2016 to 2017.
This portfolio is made up of local municipal
obligations.
Average
liabilities increased $14.3 million, or 2.7%, from the year ended
December 31, 2015 to the year ended December 31, 2016 and $44.2
million, or 8.0%, from 2016 to 2017. The average volume of demand
deposits increased $8.4 million, or 9.5%, from 2015 to 2016 and
$13.3 million, or 13.8%, from 2016 to 2017. These increases
reflected average volume increases of $5.4 million, or 10.1%, in
business checking accounts and $3.4 million, or 12.3%, in personal
checking accounts during 2016, and average volume increases of
$10.8 million, or 18.3%, in business checking accounts and $2.3
million, or 7.5%, in consumer accounts during 2017. The average
volume of interest-bearing transaction accounts decreased $1.8
million, or 1.5%, from 2015 to 2016 but increased $6.4 million, or
5.6%, from 2016 to 2017. The average volume of money market
accounts followed a similar pattern as the interest-bearing
transaction accounts, decreasing $5.1 million, or 5.9%, from 2015
to 2016 and then increasing $3.9 million, or 4.7%, from 2016 to
2017. The insured cash sweep account (ICS) offered through
Promontory Interfinancial Network, has worked very well as a means
of attracting new customers and retaining current customers who are
looking for alternatives to time deposits and to maximize FDIC
insurance coverage. In 2015, the Company began offering an ICS
interest-bearing demand deposit product which was well received
with an average volume in 2015 of $4.6 million, which increased
26.5% to an average volume of $5.8 million in 2016, and increased
15.2% to an average volume of $6.7 million in 2017. The average
volume of the ICS money market accounts decreased from $13.4
million in 2015 to $11.9 million in 2016, and then increased $2.5
million in 2017 to an average volume of $14.4 million. The average
volume of savings accounts increased $5.4 million, or 6.7%, from
2015 to 2016 and $10.7 million, or 12.4%, from 2016 to 2017 due in
part to the escrow accounts mentioned in the interest income versus
interest expense section. The average volume of total retail time
deposits decreased $4.7 million, or 4.5%, from 2015 to 2016, and
$2.0 million, or 2.0% from 2016 to 2017 which largely reflects a
continued shift to savings or money market accounts, or customer
rate shopping at other financial institutions. The Company strives
to keep its core deposit customers but is not placing much emphasis
on attracting rate shoppers as it has sufficient liquidity to meet
reasonably foreseeable loan demand and other requirements. The
trend away from retail time deposits slowed in 2016 as rates have
stayed at the bottom through a full maturity cycle and are not
resetting to a lower base, indicating that most customers that did
not leave CD funds in the previous maturity are not as rate
sensitive and are more likely to stay in the product. The Company
has used wholesale time deposits to offset the decrease in retail
deposits as needed. Average wholesale time deposits increased by
$6.9 million, or 281.4%, from 2015 to 2016 and $16.8 million, or
178.3% from 2016 to 2017. The average volume of borrowed funds
increased $3.2 million, or 22.6%, from 2015 to 2016, which was
attributable to the growth in loans outpacing deposit growth, but
decreased $7.5 million, or 42.8%, from 2016 to 2017 due to an
overall growth in deposits. The Company continues to utilize
wholesale deposits and other short-term borrowings to meet cash
needs during the seasonal outflows of municipal deposits and to
fund loan growth.
57
The
following table provides a visual comparison of the breakdown of
average assets and average liabilities as well as average
shareholders' equity for the comparison periods.
Distribution
of Assets, Liabilities and Shareholders' Equity
|
||||||
|
|
|
|
|
|
|
|
Years
Ended December 31,
|
|||||
|
2017
|
2016
|
2015
|
|||
|
Balance
|
%
|
Balance
|
%
|
Balance
|
%
|
|
(Dollars
in Thousands)
|
|||||
Average
Assets
|
|
|
|
|
|
|
Cash and due from
banks
|
|
|
|
|
|
|
Non-interest
bearing
|
$16,427
|
2.53%
|
$9,514
|
1.58%
|
$9,868
|
1.68%
|
Federal funds
sold and overnight deposits
|
12,331
|
1.90%
|
4,481
|
0.74%
|
6,337
|
1.08%
|
Taxable investment
securities
|
35,758
|
5.50%
|
29,383
|
4.87%
|
30,725
|
5.24%
|
Tax-exempt
investment securities
|
52,127
|
8.01%
|
51,744
|
8.58%
|
44,516
|
7.59%
|
Other
securities
|
2,043
|
0.31%
|
2,303
|
0.38%
|
3,108
|
0.53%
|
Total
investment securities
|
89,928
|
13.82%
|
83,430
|
13.83%
|
78,349
|
13.36%
|
Gross
loans
|
498,363
|
76.63%
|
470,856
|
78.06%
|
455,571
|
77.71%
|
ALL and deferred
net loan costs
|
(5,073)
|
-0.78%
|
(4,831)
|
-0.80%
|
(4,737)
|
-0.81%
|
Premises and
equipment
|
10,619
|
1.63%
|
11,082
|
1.84%
|
11,622
|
1.98%
|
Other real estate
owned
|
377
|
0.06%
|
417
|
0.07%
|
1,127
|
0.19%
|
Investment in
Capital Trust
|
387
|
0.06%
|
387
|
0.06%
|
387
|
0.07%
|
Bank owned life
insurance
|
4,670
|
0.72%
|
4,569
|
0.76%
|
4,463
|
0.76%
|
Core deposit
intangible
|
129
|
0.02%
|
401
|
0.06%
|
675
|
0.12%
|
Goodwill
|
11,574
|
1.78%
|
11,574
|
1.92%
|
11,574
|
1.98%
|
Other
assets
|
10,574
|
1.63%
|
11,343
|
1.88%
|
11,013
|
1.88%
|
Total
average assets
|
$650,306
|
100%
|
$603,223
|
100%
|
$586,249
|
100%
|
|
|
|
|
|
|
|
Average
Liabilities
|
|
|
|
|
|
|
Demand
deposits
|
$109,920
|
16.90%
|
$96,618
|
16.02%
|
$88,225
|
15.05%
|
Interest-bearing
transaction accounts
|
122,521
|
18.84%
|
116,081
|
19.24%
|
117,867
|
20.11%
|
Money market
funds
|
86,141
|
13.25%
|
82,254
|
13.64%
|
87,390
|
14.91%
|
Savings
accounts
|
96,551
|
14.85%
|
85,896
|
14.24%
|
80,530
|
13.73%
|
Time
deposits
|
124,134
|
19.09%
|
109,347
|
18.13%
|
107,100
|
18.27%
|
Total
average deposits
|
539,267
|
82.93%
|
490,196
|
81.27%
|
481,112
|
82.07%
|
|
|
|
|
|
|
|
Borrowed
funds
|
9,975
|
1.53%
|
17,426
|
2.89%
|
14,217
|
2.42%
|
Repurchase
agreements
|
28,950
|
4.45%
|
25,888
|
4.29%
|
24,314
|
4.15%
|
Junior subordinated
debentures
|
12,887
|
1.98%
|
12,887
|
2.14%
|
12,887
|
2.20%
|
Other
liabilities
|
3,408
|
0.53%
|
3,878
|
0.64%
|
3,449
|
0.59%
|
Total
average liabilities
|
594,487
|
91.42%
|
550,275
|
91.23%
|
535,979
|
91.43%
|
|
||||||
Average
Shareholders' Equity
|
|
|
|
|
|
|
Preferred
stock
|
2,500
|
0.38%
|
2,500
|
0.41%
|
2,500
|
0.42%
|
Common
stock
|
13,230
|
2.03%
|
13,074
|
2.17%
|
12,943
|
2.21%
|
Additional paid-in
capital
|
31,159
|
4.79%
|
30,361
|
5.03%
|
29,608
|
5.05%
|
Retained
earnings
|
11,623
|
1.79%
|
9,502
|
1.57%
|
7,787
|
1.33%
|
Less: Treasury
stock
|
(2,623)
|
-0.40%
|
(2,623)
|
-0.43%
|
(2,623)
|
-0.45%
|
Accumulated other
comprehensive (loss) income
|
(70)
|
-0.01%
|
134
|
0.02%
|
55
|
0.01%
|
Total
average shareholders' equity
|
55,819
|
8.58%
|
52,948
|
8.77%
|
50,270
|
8.57%
|
Total
average liabilities and shareholders' equity
|
$650,306
|
100%
|
$603,223
|
100%
|
$586,249
|
100%
|
58
CERTAIN TIME DEPOSITS
Increments
of maturity of time certificates of deposit of $100,000 or more
outstanding on December 31, 2017 are summarized as
follows:
3 months or
less
|
$15,119,581
|
Over 3 through 6
months
|
17,933,938
|
Over 6 through 12
months
|
9,504,474
|
Over 12
months
|
22,954,388
|
Total
|
$65,512,381
|
RISK MANAGEMENT
Interest Rate Risk and Asset and Liability Management -
Management actively monitors and manages the Company’s
interest rate risk exposure and attempts to structure the balance
sheet to maximize net interest income while controlling its
exposure to interest rate risk. The Company's Asset/Liability
Management Committee (ALCO) is made up of the Executive Officers
and certain Vice Presidents of the Bank representing major business
lines. The ALCO formulates strategies to manage interest rate risk
by evaluating the impact on earnings and capital of such factors as
current interest rate forecasts and economic indicators, potential
changes in such forecasts and indicators, liquidity and various
business strategies. The ALCO meets at least quarterly to review
financial statements, liquidity levels, yields and spreads to
better understand, measure, monitor and control the Company’s
interest rate risk. In the ALCO process, the committee members
apply policy limits set forth in the Asset Liability, Liquidity and
Investment policies approved and periodically reviewed by the
Company’s Board of Directors. The ALCO's methods for
evaluating interest rate risk include an analysis of the effects of
interest rate changes on net interest income and an analysis of the
Company's interest rate sensitivity "gap", which provides a static
analysis of the maturity and repricing characteristics of the
entire balance sheet. The ALCO Policy also includes a contingency
funding plan to help management prepare for unforeseen liquidity
restrictions, including hypothetical severe liquidity
crises.
Interest
rate risk represents the sensitivity of earnings to changes in
market interest rates. As interest rates change, the interest
income and expense streams associated with the Company’s
financial instruments also change, thereby impacting net interest
income (NII), the primary component of the Company’s
earnings. Fluctuations in interest rates can also have an impact on
liquidity. The ALCO uses an outside consultant to perform rate
shock simulations to the Company's net interest income, as well as
a variety of other analyses. It is the ALCO’s function to
provide the assumptions used in the modeling process. Assumptions
used in prior period simulation models are regularly tested by
comparing projected NII with actual NII. The ALCO utilizes the
results of the simulation model to quantify the estimated exposure
of NII and liquidity to sustained interest rate changes. The
simulation model captures the impact of changing interest rates on
the interest income received and interest expense paid on all
interest-earning assets and interest-bearing liabilities reflected
on the Company’s balance sheet. The model also simulates the
balance sheet’s sensitivity to a prolonged flat rate
environment. All rate scenarios are simulated assuming a parallel
shift of the yield curve; however further simulations are performed
utilizing non-parallel changes in the yield curve. The results of
this sensitivity analysis are compared to the ALCO policy limits
which specify a maximum tolerance level for NII exposure over a
1-year horizon, assuming no balance sheet growth, given a 200 basis
point (bp) shift upward and a 100 bp shift downward in interest
rates.
Under
the Company’s interest rate sensitivity modeling, with the
continued asset sensitive balance sheet, in a rising rate
environment NII is expected to trend upward as the short-term asset
base (cash and adjustable rate loans) quickly cycle upward while
the retail funding base (deposits) lags the market. If rates paid
on deposits have to be increased more and/or more quickly than
projected due to competitive pressures, the expected benefit to
rising rates would be reduced. In a falling rate environment, NII
is expected to trend slightly downward compared with the current
rate environment scenario for the first year of the simulation as
asset yield erosion is not fully offset by decreasing funding
costs. Thereafter, net interest income is projected to experience
sustained downward pressure as funding costs reach their assumed
floors and asset yields continue to reprice into the lower rate
environment. Management expects that the recent increases in the
federal funds rate, including three 25 basis point increases in
2017, will continue to generate a positive impact to the
Company’s NII in 2018 as variable rate loans reprice during
the year; however, if the long end of the curve remains anchored
this could create further margin pressures on longer term
loans.
59
The
following table summarizes the estimated impact on the Company's
NII over a twelve month period, assuming a gradual parallel shift
of the yield curve beginning December 31, 2017:
One Year Horizon
|
Two Year Horizon
|
||
Rate Change
|
Percent Change in NII
|
Rate Change
|
Percent Change in NII
|
|
|
|
|
Down
100 basis points
|
-3.40%
|
Down
100 basis points
|
-8.70%
|
Up 200
basis points
|
4.30%
|
Up 200
basis points
|
13.10%
|
The
amounts shown in the table are within the ALCO Policy limits.
However, those amounts do not represent a forecast and should not
be relied upon as indicative of future results. While assumptions
used in the ALCO process, including the interest rate simulation
analyses, are developed based upon current economic and local
market conditions, and expected future conditions, the Company
cannot provide any assurances as to the predictive nature of these
assumptions, including how customer preferences or competitor
influences might change. As the market rates continue to increase,
the impact of a falling rate environment is more pronounced, and
the possibility more plausible than during the last several years
of near zero short rates.
Credit Risk - As a financial institution, one of the primary
risks the Company manages is credit risk, the risk of loss stemming
from borrowers’ failure to repay loans or inability to meet
other contractual obligations. The Company’s Board of
Directors prescribes policies for managing credit risk, including
Loan, Appraisal and Environmental policies. These policies are
supplemented by comprehensive underwriting standards and
procedures. The Company maintains a Credit Administration
department whose function includes credit analysis and monitoring
of and reporting on the status of the loan portfolio, including
delinquent and non-performing loan trends. The Company also
monitors concentration of credit risk in a variety of areas,
including portfolio mix, the level of loans to individual borrowers
and their related interest, loans to industry segments, and the
geographic distribution of commercial real estate loans. Loans are
reviewed periodically by an independent loan review firm to help
ensure accuracy of the Company's internal risk ratings and
compliance with various internal policies, procedures and
regulatory guidance.
Residential
mortgages represented approximately 43% of the Company’s loan
balances at December 31, 2017. The percentage of residential
mortgage loans to total loans has been on a gradual decline in
recent years, with a strategic shift to commercial lending. The
Company maintains a residential mortgage loan portfolio of
traditional mortgage products and does not engage in higher risk
loans such as option adjustable rate mortgage products, high
loan-to-value products, interest only mortgages, subprime loans and
products with deeply discounted teaser rates. Residential mortgages
with loan-to-values exceeding 80% are generally covered by private
mortgage insurance (“PMI”). A 90% loan-to-value
residential mortgage product without PMI is only available to
borrowers with excellent credit and low debt-to-income ratios and
has not been widely originated. Junior lien home equity products
make up 20.8% of the residential mortgage portfolio with maximum
loan-to-value ratios (including prior liens) of 80%. The Company
also originates some home equity loans greater than 80% under an
insured loan program with stringent underwriting
criteria.
Consistent
with the strategic focus on commercial lending, the commercial and
commercial real estate loan portfolios saw solid growth during 2016
and 2017 despite some significant loan payoffs during both years.
The 2016 growth included balances being drawn on commercial
construction loans and higher balances on commercial lines of
credit. Commercial and commercial real estate loan demand continued
through 2017, increasing with the funding of construction projects
and draws on lines of credit. Strong commercial real estate loan
demand in 2017 was offset with several sizeable late-year payoffs.
Commercial and commercial real estate loans together comprised
56.5% of the Company’s loan portfolio at December 31, 2017,
compared to 55.5% at December 31, 2016. The increase in the
absolute and relative size of the commercial loan portfolio has
also increased geographic diversification, with much of the growth
in commercial loans occurring along the I-89 corridor from White
River Junction through Chittenden County, outside the
Company’s core market area.
60
The
following table reflects the composition of the Company's loan
portfolio, by portfolio segment, as a percentage of total loans as
of December 31,
Composition
of Loan Portfolio
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
2016
|
2015
|
2014
|
2013
|
|||||
|
(Dollars
in Thousands)
|
|||||||||
Real estate
loans
|
|
|
|
|
|
|
|
|
|
|
Construction
& land
|
|
|
|
|
|
|
|
|
|
|
development
|
$21,968
|
4.37%
|
$14,991
|
3.08%
|
$21,445
|
4.68%
|
$12,574
|
2.81%
|
$19,098
|
4.34%
|
Farm
land
|
10,477
|
2.08%
|
13,011
|
2.67%
|
12,570
|
2.74%
|
13,105
|
2.93%
|
10,453
|
2.38%
|
1-4 Family
residential -
|
|
|
|
|
|
|
|
|
|
|
1st
lien
|
168,184
|
33.44%
|
166,692
|
34.21%
|
162,760
|
35.53%
|
163,966
|
36.62%
|
172,847
|
39.29%
|
Jr
lien
|
45,257
|
9.00%
|
42,927
|
8.81%
|
44,720
|
9.76%
|
44,801
|
10.00%
|
45,687
|
10.39%
|
Commercial
real estate
|
174,599
|
34.72%
|
173,727
|
35.66%
|
144,192
|
31.48%
|
140,934
|
31.47%
|
127,385
|
28.96%
|
Loans to
finance
|
|
|
|
|
|
|
|
|
|
|
agricultural
production
|
887
|
0.18%
|
996
|
0.20%
|
2,508
|
0.55%
|
2,017
|
0.45%
|
1,720
|
0.39%
|
Commercial &
industrial
|
76,224
|
15.16%
|
67,734
|
13.90%
|
62,683
|
13.68%
|
62,373
|
13.93%
|
53,900
|
12.25%
|
Consumer
|
5,269
|
1.05%
|
7,171
|
1.47%
|
7,241
|
1.58%
|
8,035
|
1.79%
|
8,819
|
2.00%
|
Gross
loans
|
502,865
|
100%
|
487,249
|
100%
|
458,119
|
100%
|
447,805
|
100%
|
439,909
|
100%
|
|
|
|
|
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
Allowance for
loan losses
|
|
|
|
|
|
|
|
|
|
|
and
deferred net loan costs
|
(5,120)
|
|
(4,968)
|
|
(4,695)
|
|
(4,602)
|
|
(4,554)
|
|
Net
loans
|
$497,745
|
|
$482,281
|
|
$453,424
|
|
$443,203
|
|
$435,355
|
|
The
following table shows the estimated maturity of the Company's
commercial loan portfolio as of December 31, 2017.
|
Fixed
Rate Loans
|
Variable
Rate Loans
|
||||||
|
Within 1 Year
|
2 -
5 Years
|
After
5 Years
|
Total
|
Within
1 Year
|
2 -
5 Years
|
After
5 Years
|
Total
|
|
(Dollars
in Thousands)
|
|||||||
Real
estate
|
|
|
|
|
|
|
|
|
Construction
& land development
|
$1,723
|
$191
|
$2,101
|
$4,015
|
$3,661
|
$187
|
$14,105
|
$17,953
|
Secured
by farm land
|
0
|
455
|
589
|
1,044
|
440
|
126
|
8,867
|
9,433
|
Commercial
real estate
|
1,215
|
1,396
|
11,737
|
14,348
|
4,621
|
5,472
|
150,158
|
160,251
|
Loans to finance
agricultural production
|
65
|
328
|
0
|
393
|
95
|
399
|
0
|
494
|
Commercial &
industrial
|
481
|
13,763
|
7,721
|
21,965
|
13,767
|
28,020
|
12,472
|
54,259
|
|
$3,484
|
$16,133
|
$22,148
|
$41,765
|
$22,584
|
$34,204
|
$185,602
|
$242,390
|
Risk in
the Company’s commercial and commercial real estate loan
portfolios is mitigated in part by government guarantees issued by
federal agencies such as the U.S. Small Business Administration
(SBA) and USDA Rural Development. At December 31, 2017, the Company
had $23.7 million in guaranteed loans with guaranteed balances of
$17.5 million, compared to $23.9 million in guaranteed loans with
guaranteed balances of $18.1 million at December 31,
2016.
The
Company works actively with customers early in the delinquency
process to help them to avoid default and foreclosure. Commercial
& industrial and commercial real estate loans are generally
placed on non-accrual status when there is deterioration in the
financial position of the borrower, payment in full of principal
and interest is not expected, and/or principal or interest has been
in default for 90 days or more. However, such a loan need not be
placed on non-accrual status if it is both well secured and in the
process of collection. Residential mortgages and home equity loans
are considered for non-accrual status at 90 days past due and are
evaluated on a case-by-case basis. The Company obtains current
property appraisals or market value analyses and considers the cost
to carry and sell collateral in order to assess the level of
specific allocations required. Consumer loans are generally not
placed in non-accrual but are charged off by the time they reach
120 days past due. When a loan is placed in non-accrual status, the
Company reverses the accrued interest against current period income
and discontinues the accrual of interest until the borrower clearly
demonstrates the ability and intention to resume normal payments,
typically demonstrated by regular timely payments for a period of
not less than six months. Interest payments received on non-accrual
or impaired loans are generally applied as a reduction of the loan
book balance.
61
The
level of non-performing assets remained comparatively stable from
2013 through 2015, followed by a substantial decrease in 2016 in
large part due to the restoration to accrual status of one large
commercial real estate relationship and another commercial
relationship secured by multiple residential properties. Other
reductions occurred through the foreclosure process or through
borrower initiated payments and payoffs. 2017 increases in
non-performing assets generally resulted from numerous smaller
loans across the commercial real estate and residential
1st lien
portfolios.
Non-performing
assets at the end of each of the last five fiscal years consisted
of the following:
Non-Performing
Assets
|
|||||
|
|
|
|
|
|
December
31,
|
2017
|
2016
|
2015
|
2014
|
2013
|
|
(Dollars
in Thousands)
|
||||
Accruing loans past
due 90 days or more:
|
|
|
|
|
|
Commercial
& industrial
|
$0
|
$26
|
$14
|
$24
|
$22
|
Commercial
real estate
|
0
|
0
|
45
|
5
|
5
|
Residential
real estate - 1st lien
|
1,249
|
1,068
|
801
|
980
|
817
|
Residential
real estate - Jr lien
|
0
|
28
|
63
|
116
|
56
|
Consumer
|
1
|
2
|
0
|
0
|
8
|
Total
past due 90 days or more
|
1,250
|
1,124
|
923
|
1,125
|
908
|
|
|
|
|
|
|
Non-accrual loans
(1)
|
|
|
|
|
|
Commercial
& industrial
|
99
|
143
|
441
|
553
|
527
|
Commercial
real estate
|
1,065
|
766
|
2,401
|
1,934
|
1,404
|
Residential
real estate - 1st lien
|
1,585
|
1,227
|
2,009
|
1,263
|
2,203
|
Residential
real estate - Jr lien
|
347
|
339
|
386
|
404
|
593
|
Total
non-accrual loans
|
3,096
|
2,475
|
5,237
|
4,154
|
4,727
|
|
|
|
|
|
|
Total non-accrual
and past due loans
|
4,346
|
3,599
|
6,160
|
5,279
|
5,635
|
Other real estate
owned
|
284
|
394
|
262
|
1,238
|
1,106
|
Total
non-performing assets
|
$4,630
|
$3,993
|
$6,422
|
$6,517
|
$6,741
|
|
|
|
|
|
|
Percent of gross
loans
|
0.92%
|
0.82%
|
1.40%
|
1.46%
|
1.53%
|
Reserve coverage of
non-performing assets
|
117.45%
|
132.18%
|
78.04%
|
75.28%
|
72.03%
|
|
|
|
|
|
|
Yearly increase
(decrease) in non-performing assets
|
$637
|
$(2,429)
|
$(95)
|
$(223)
|
|
Percent of change
in non-performing assets
|
15.96%
|
-37.82%
|
-1.46%
|
-3.31%
|
|
(1) No
consumer loans were in non-accrual status as of the consolidated
balance sheet dates. In accordance with Company policy, delinquent
consumer loans are charged off at 120 days past due.
Non-performing
loans as of December 31, 2017 consisted of, by dollar volume,
approximately 51% residential first mortgages, 11% junior lien home
equity loans, 34% commercial real estate and 3% in commercial loans
not secured by real estate, compared to 49%, 14%, 31%, and 6%,
respectively, at December 31, 2016.
The
Company’s OREO portfolio at December 31, 2017 consisted of
one residential property and one commercial property compared to
two residential properties at December 31, 2016. All of the
residential properties were acquired through the normal foreclosure
process. The Company took control of two commercial properties in
2017, one in January and the other in March. One of the commercial
properties sold in April, 2017 and the other failed to sell at
auction in May, 2017 and is listed for sale.
The
Company’s troubled debt restructurings (TDR) are principally
a result of extending loan repayment terms to relieve cash flow
difficulties. The Company has only infrequently reduced interest
rates for borrowers below the current market rates. The Company has
not forgiven principal or reduced accrued interest within the terms
of original restructurings. Management evaluates each TDR situation
on its own merits and does not foreclose the granting of any
particular type of concession.
62
The
Non-Performing Assets in the table above include the following TDRs
that were past due 90 days or more or in non-accrual status as of
the dates presented:
|
December
31, 2017
|
December
31, 2016
|
||
|
Number
of
|
Principal
|
Number
of
|
Principal
|
|
Loans
|
Balance
|
Loans
|
Balance
|
Commercial &
industrial
|
1
|
$24,685
|
2
|
$143,127
|
Commercial real
estate
|
2
|
531,117
|
2
|
354,811
|
Residential real
estate - 1st lien
|
7
|
412,134
|
9
|
516,886
|
Residential real
estate - Jr lien
|
0
|
0
|
2
|
117,158
|
|
10
|
$967,937
|
15
|
$1,131,982
|
The
remainder of the Company’s TDRs were performing in accordance
with their modified terms as of the date presented and consisted of
the following:
|
December
31, 2017
|
December
31, 2016
|
||
|
Number
of
|
Principal
|
Number
of
|
Principal
|
|
Loans
|
Balance
|
Loans
|
Balance
|
Commercial real
estate
|
5
|
$308,460
|
5
|
$1,350,480
|
Residential real
estate - 1st lien
|
53
|
2,837,572
|
28
|
2,722,973
|
Residential real
estate - Jr lien
|
1
|
8,358
|
2
|
63,971
|
|
59
|
$3,154,389
|
35
|
$4,137,424
|
As of
the balance sheet dates, the Company evaluates whether it is
contractually committed to lend additional funds to debtors with
impaired, non-accrual or modified loans. The Company is
contractually committed to lend under one SBA guaranteed line of
credit to a borrower whose lending relationship was previously
restructured.
Allowance for loan losses and provisions - The Company
maintains an ALL at a level that management believes is appropriate
to absorb losses inherent in the loan portfolio as of the
measurement date (See Note 3 to the accompanying audited
consolidated financial statements). Although the Company, in
establishing the ALL, considers the inherent losses in individual
loans and pools of loans, the ALL is a general reserve available to
absorb all credit losses in the loan portfolio. No part of the ALL
is segregated to absorb losses from any particular loan or segment
of loans.
When
establishing the ALL each quarter, the Company applies a
combination of historical loss factors and qualitative factors to
loan segments, including residential first and junior lien
mortgages, commercial real estate, commercial & industrial, and
consumer loan portfolios. The Company applies numerous qualitative
factors to each segment of the loan portfolio. Those factors
include the levels of and trends in delinquencies and non-accrual
loans, criticized and classified assets, volumes and terms of
loans, and the impact of any loan policy changes. Experience,
ability and depth of lending personnel, levels of policy and
documentation exceptions, national and local economic trends, the
competitive environment, and concentrations of credit are also
factors considered.
Specific
allocations to the ALL are made for certain impaired loans.
Impaired loans include all troubled debt restructurings regardless
of amount, and all loans to a borrower that in aggregate are
greater than $100,000 and that are in non-accrual status. A loan is
considered impaired when it is probable that the Company will be
unable to collect all amounts due, including interest and
principal, according to the contractual terms of the loan
agreement. The Company will review all the facts and circumstances
surrounding non-accrual loans and on a case-by-case basis may
consider loans below the threshold as impaired when such treatment
is material to the financial statements. See Note 3 to the
accompanying audited consolidated financial statements for
information on the recorded investment in impaired loans and their
related allocations.
During
the second quarter of 2017, the Company transitioned to a software
solution for preparing the ALL calculation and related reports,
replacing previously used Excel spreadsheets. The software solution
provides the Company with stronger data integrity, ease and
efficiency in ALL preparation, and helps ready the Company for the
future transition to the Current Expected Credit Loss (CECL) model.
During the implementation and testing of the software, several
changes to the underlying ALL methodology were made. Those changes
included (i) removing the government guaranteed balances from the
calculation of the ALL for both the pooled loans and impaired
loans, (ii) treating all TDRs as impaired regardless of size, and
(iii) using a fixed look back period for historical losses based on
loss history and economic conditions rather than applying the
highest look back period of the last 5 years. The Company has a
solid history of collection of government guarantees; removal of
the guaranteed portion of the loan balance from the ALL calculation
for government guaranteed loans reduces the amount of reserves that
would otherwise be required against those loans. Management expects
the change to the historical loss methodology will eliminate sharp
increases or decreases in loss ratios resulting from isolated
losses rolling into or out of the look back period and is more
reflective of the Company’s loss history during periods of
relative economic stability. Although the inclusion of all TDRs in
the impaired calculation now requires the individual analysis of a
significantly larger number of loans than was the case under the
previous ALL methodology, the ability to individually analyze a
greater number of loans is facilitated by the new software.
Compared to the prior ALL methodology, the net impact of the
foregoing methodology changes reduced required reserves by
approximately $247,000 for the quarter ended June 30, 2017, the
quarter during which the changes were first
implemented.
63
The
following table summarizes the Company's loan loss experience for
each of the last five years.
As
of or for the Years Ended December 31,
|
2017
|
2016
|
2015
|
2014
|
2013
|
|
(Dollars
in Thousands)
|
||||
|
|
|
|
|
|
Loans outstanding,
end of year
|
$502,865
|
$487,249
|
$458,119
|
$447,805
|
$439,909
|
Average loans
outstanding during year
|
$497,847
|
$470,229
|
$454,793
|
$447,133
|
$425,482
|
Non-accruing loans,
end of year
|
$3,097
|
$2,475
|
$5,237
|
$4,154
|
$4,727
|
Non-accruing loans,
net of government guarantees
|
$3,037
|
$2,328
|
$4,551
|
$3,378
|
$4,368
|
|
|
|
|
|
|
Allowance,
beginning of year
|
$5,278
|
$5,012
|
$4,906
|
$4,855
|
$4,312
|
Loans charged
off:
|
|
|
|
|
|
Commercial
& industrial
|
(20)
|
(12)
|
(201)
|
(153)
|
(83)
|
Commercial
real estate
|
(160)
|
0
|
(15)
|
(168)
|
(125)
|
Residential
real estate - 1st lien
|
(160)
|
(244)
|
(151)
|
(59)
|
(56)
|
Residential
real estate - Jr lien
|
(118)
|
0
|
(66)
|
(52)
|
(57)
|
Consumer
|
(124)
|
(53)
|
(69)
|
(112)
|
(67)
|
|
(582)
|
(309)
|
(502)
|
(544)
|
(388)
|
Recoveries:
|
|
|
|
|
|
Commercial
& industrial
|
27
|
25
|
59
|
6
|
3
|
Commercial
real estate
|
0
|
0
|
0
|
0
|
186
|
Residential
real estate - 1st lien
|
27
|
24
|
6
|
15
|
16
|
Residential
real estate - Jr lien
|
1
|
0
|
0
|
0
|
21
|
Consumer
|
37
|
26
|
33
|
34
|
35
|
|
92
|
75
|
98
|
55
|
261
|
|
|
|
|
|
|
Net loans charged
off
|
(490)
|
(234)
|
(404)
|
(489)
|
(127)
|
Provision charged
to income
|
650
|
500
|
510
|
540
|
670
|
Allowance, end of
year
|
$5,438
|
$5,278
|
$5,012
|
$4,906
|
$4,855
|
|
|
|
|
|
|
Net charge offs to
average loans outstanding
|
0.10%
|
0.05%
|
0.09%
|
0.11%
|
0.03%
|
Provision charged
to income as a percent
|
|
|
|
|
|
of
average loans
|
0.13%
|
0.11%
|
0.11%
|
0.12%
|
0.16%
|
Allowance to
average loans outstanding
|
1.09%
|
1.12%
|
1.10%
|
1.10%
|
1.14%
|
Allowance to
non-accruing loans
|
175.59%
|
213.25%
|
95.70%
|
118.10%
|
102.71%
|
Allowance to
non-accruing loans net of
|
|
|
|
|
|
government
guarantees
|
179.06%
|
226.72%
|
110.13%
|
145.23%
|
111.15%
|
While
the Company’s allowance coverage of non-accruing loans
increased during 2013, the coverage of non-accruing loans net of
government guarantees decreased. The decrease was the result of new
non-accruing loans that were not guaranteed, replacing one large
government guaranteed loan that was fully liquidated during the
second quarter of 2013. Both the increase in the reserve balance
and lower levels of non-accruing loans during 2014 led to the
strengthened reserve coverage of non-accruing loans at year-end
2014, including the coverage of non-accruing loans net of
government guarantees. Despite lower net losses in 2015 than in
2014, the 2015 provision was maintained at a level consistent with
portfolio growth and higher levels of non-performing loans.
Similarly, despite lower net losses during 2016 and sharply lower
non-performing loans, the 2016 provision held steady at $500,000 to
support the strong loan growth, particularly in the commercial real
estate portfolio. The 2017 provision increased to $650,000,
principally to cover higher loan losses experienced during the
year, some qualitative adjustment increases related to classified
loan levels, along with solid loan portfolio growth. The Company
has an experienced collections department that continues to work
actively with borrowers to resolve problem loans and manage the
OREO portfolio, and management continues to monitor the loan
portfolio closely.
64
The
fourth quarter ALL analysis shows the reserve balance of $5.4
million at December 31, 2017 is sufficient to cover losses that are
probable and estimable as of the measurement date, with an
unallocated reserve of approximately $267,000. The reserve balance
and unallocated amount continue to be directionally consistent with
the overall risk profile of the Company’s loan portfolio and
credit risk appetite. The portion of the ALL termed "unallocated"
is established to absorb inherent losses that exist as of the
measurement date although not specifically identified through
management's process for estimating credit losses. While the ALL is
described as consisting of separate allocated portions, the entire
ALL is available to support loan losses, regardless of category.
Unallocated reserves are considered by management to be appropriate
in light of the Company’s continued growth strategy and shift
in the portfolio from residential loans to commercial and
commercial real estate loans and the risk associated with the
relatively new, unseasoned loans in those portfolios. The adequacy
of the ALL is reviewed quarterly by the risk management committee
of the Board of Directors and then presented to the full Board of
Directors for approval.
The
following table shows the allocation of the ALL, as well as the
percent of each loan category to the total loan portfolio for each
of the last five years:
Allocation
of Allowance for Loan Losses
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
December
31,
|
2017
|
%
|
2016
|
%
|
2015
|
%
|
2014
|
%
|
2013
|
%
|
|
(Dollars
in Thousands)
|
|||||||||
Domestic
|
|
|
|
|
|
|
|
|
|
|
Commercial
& industrial
|
$676
|
15%
|
$726
|
14%
|
$713
|
14%
|
$647
|
14%
|
$516
|
13%
|
Commercial
real estate
|
2,674
|
41%
|
2,496
|
41%
|
2,152
|
39%
|
2,312
|
37%
|
2,144
|
36%
|
Residential
real estate
|
|
|
|
|
|
|
|
|
|
|
1st
lien
|
1,461
|
34%
|
1,370
|
35%
|
1,368
|
35%
|
1,271
|
37%
|
1,453
|
39%
|
Jr
lien
|
317
|
9%
|
371
|
9%
|
423
|
10%
|
321
|
10%
|
366
|
10%
|
Consumer
|
43
|
1%
|
84
|
1%
|
76
|
2%
|
119
|
2%
|
105
|
2%
|
Unallocated
|
267
|
0%
|
231
|
0%
|
280
|
0%
|
236
|
0%
|
271
|
0%
|
|
$5,438
|
100%
|
$5,278
|
100%
|
$5,012
|
100%
|
$4,906
|
100%
|
$4,855
|
100%
|
Market Risk - In addition to credit risk in the
Company’s loan portfolio and liquidity risk in its loan and
deposit-taking operations, the Company’s business activities
also generate market risk. Market risk is the risk of loss in a
financial instrument arising from adverse changes in market prices
and rates, foreign currency exchange rates, commodity prices and
equity prices. Declining capital markets can result in fair value
adjustments necessary to record decreases in the value of the
investment portfolio for other-than-temporary-impairment. The
Company does not have any market risk sensitive instruments
acquired for trading purposes. The Company’s market risk
arises primarily from interest rate risk inherent in its lending
and deposit taking activities. During recessionary periods, a
declining housing market can result in an increase in loan loss
reserves or ultimately an increase in foreclosures. Interest rate
risk is directly related to the different maturities and repricing
characteristics of interest-bearing assets and liabilities, as well
as to loan prepayment risks, early withdrawal of time deposits, and
the fact that the speed and magnitude of responses to interest rate
changes vary by product. The prolonged weak economy and disruption
in the financial markets in recent years may heighten the
Company’s market risk. As discussed above under "Interest
Rate Risk and Asset and Liability Management", the Company actively
monitors and manages its interest rate risk through the ALCO
process.
INVESTMENT SECURITIES
The
Company maintains an investment portfolio of various securities to
diversify its revenue sources, as well as to provide interest rate
risk and credit risk diversification and to provide for its
liquidity and funding needs. The Company’s portfolio of
available-for-sale (AFS) securities increased $7.2 million, or
27.4%, in 2016, from $26.5 million at December 31, 2015 to $33.7
million at December 31, 2016, and increased $4.7 million, or 14.1%,
in 2017 to $38.5 million at December 31, 2017. The book value of
the Company’s held-to-maturity (HTM) portfolio, which
consisted entirely of tax-exempt obligations of state and political
subdivisions during both 2016 and 2017, increased $6.5 million, or
15.1%, in 2016 from $43.4 million as of December 31, 2015 compared
to $49.9 million at December 31, 2016, but decreased $1.1 million,
or 2.1% in 2017 to $48.8 million at December 31, 2017. The increase
in the HTM investment portfolio in 2016 was due to a $7.6 million
increase in tax exempt term obligations compared with the prior
year, while non-arbitrage lending increased $390 thousand, or 1.9%,
and tax anticipation lending declined $1.5 million, or 59.7%, from
December 31, 2015. During 2017, tax anticipation lending increased
by $1.6 million, or 163.3%, while non arbitrage and term lending
decreased $1.1 million, or 5.3%, and $1.5 million, or 5.5%,
respectively. The non-arbitrage and tax anticipation loans to
municipalities are issued annually on a competitive bid basis; as a
result the portfolio can fluctuate considerably from year to year
based on changes in competitive pressures.
65
Accounting
standards require banks to recognize all appreciation or
depreciation of investments classified as either trading securities
or AFS, either through the income statement or on the balance sheet
even though a gain or loss has not been realized. Securities
classified as trading securities are marked to market with any gain
or loss net of tax effect, charged to income. The Company's
investment policy does not permit the holding of trading
securities. Securities classified as HTM are recorded at book
value, subject to adjustment for other-than-temporary impairment.
Securities classified as AFS are marked to market with any gain or
loss after taxes charged to shareholders’ equity in the
consolidated balance sheets. These adjustments in the AFS portfolio
resulted in an accumulated unrealized loss net of taxes in all
comparison periods with $274,097 at December 31, 2017, compared to
$90,779 at December 31, 2016, and $45,394 at December 31, 2015.
Included in the 2017 accumulated unrealized loss is a
reclassification adjustment of $45,106 for the deferred tax
revaluation disclosed in the accompanying audited financial
statements due to the enacted reduction in the corporate federal
income tax rates in future periods. The fluctuations in unrealized
gains and losses are due primarily to market interest rate changes,
and are not based on any deterioration in credit quality of the
underlying issuers. The Company’s investment portfolio
includes Federal National Mortgage Association and Federal Home
Loan Mortgage Corporation issued mortgage-backed securities (Agency
MBS) in order to realize a more favorable yield in the portfolio
and diversify the holdings. Although classified as AFS, these
securities are short term and we anticipate holding them until
maturity. The unrealized loss positions within the investment
portfolio as of the balance sheet dates presented are considered by
management to be temporary.
The
restricted equity securities comprise the Company’s
membership stock in the FRBB and FHLBB. On December 31, 2017, 2016
and 2015, the Company held $588,150 in FRBB stock and $1.1 million,
$2.2 million and $1.9 million, respectively, in FHLBB stock.
Membership in the FRBB and FHLBB requires the purchase of their
stock in specified amounts. The stock is typically held for an
extended period of time and can only be sold back to the issuer, or
in the case of FHLBB, a member institution. Restricted equity stock
is sold and redeemed at par. Due to the unique nature of the
restricted equity stock, including the non-investment purpose for
owning it, the ownership structure and restrictions and the absence
of a trading market for the stock, these securities are not marked
to market, but carried at par. The FHLBB stock is subject to
capital call provisions.
Some of
the Company’s investment securities have a call feature,
meaning that the issuer may call in the investment before maturity,
at predetermined call dates and prices. In 2016, there was one call
feature exercised by the issuer, compared to no calls exercised
during 2017 or 2015.
The
Company's investment portfolios as of December 31 in each of the
last three fiscal years were as follows:
|
|
Gross
|
Gross
|
|
|
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
|
Cost
|
Gains
|
Losses
|
Value
|
|
(Dollars
in Thousands)
|
|||
December
31, 2017
|
|
|
|
|
|
|
|
|
|
Available-for-Sale
|
|
|
|
|
U.S.
GSE debt securities
|
$17,308
|
$0
|
$149
|
$17,159
|
Agency
MBS
|
16,782
|
11
|
180
|
16,613
|
Other
investments
|
4,707
|
0
|
29
|
4,678
|
|
$38,797
|
$11
|
$358
|
$38,450
|
|
|
|
|
|
Held-to-Maturity
|
|
|
|
|
States
and political subdivisions
|
$48,825
|
$0
|
$29
|
$48,796
|
|
|
|
|
|
Restricted Equity
Securities (1)
|
$1,704
|
$0
|
$0
|
$1,704
|
|
|
|
|
|
|
$89,326
|
$11
|
$387
|
$88,950
|
66
|
|
Gross
|
Gross
|
|
|
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
|
Cost
|
Gains
|
Losses
|
Value
|
|
(Dollars
in Thousands)
|
|||
December
31, 2016
|
|
|
|
|
|
|
|
|
|
Available-for-Sale
|
|
|
|
|
U.S.
GSE debt securities
|
$17,366
|
$24
|
$73
|
$17,317
|
Agency
MBS
|
13,266
|
4
|
116
|
13,154
|
Other
investments
|
3,221
|
25
|
2
|
3,244
|
|
$33,853
|
$53
|
$191
|
$33,715
|
|
|
|
|
|
Held-to-Maturity
|
|
|
|
|
States
and political subdivisions
|
$49,887
|
$1,148
|
$0
|
$51,035
|
|
|
|
|
|
Restricted Equity
Securities (1)
|
$2,756
|
$0
|
$0
|
$2,756
|
|
|
|
|
|
|
$86,495
|
$267
|
$191
|
$86,571
|
December
31, 2015
|
|
|
|
|
|
|
|
|
|
Available-for-Sale
|
|
|
|
|
U.S.
GSE debt securities
|
$12,832
|
$22
|
$22
|
$12,832
|
Agency
MBS
|
10,734
|
0
|
70
|
10,664
|
Other
investments
|
2,973
|
5
|
4
|
2,974
|
|
$26,539
|
$27
|
$96
|
$26,470
|
|
|
|
|
|
Held-to-Maturity
|
|
|
|
|
States
and political subdivisions
|
$43,354
|
$789
|
$0
|
$44,143
|
|
|
|
|
|
Restricted Equity
Securities (1)
|
$2,442
|
$0
|
$0
|
$2,442
|
|
|
|
|
|
|
$72,335
|
$816
|
$96
|
$73,055
|
(1)
Required equity purchases for membership in the Federal Reserve
System and Federal Home Loan Bank System.
The
Company did not have investments totaling more than 10% of
Shareholders’ equity in any one issuer during any of the
periods presented.
Realized
gains and losses in the Company’s AFS portfolio are presented
in the table below for each of the last three fiscal
years:
|
2017
|
2016
|
2015
|
Realized
gains
|
|
|
|
US
Government securities
|
$2,021
|
$0
|
$14,779
|
Agency
MBS
|
0
|
0
|
8,023
|
Other
investments
|
6,366
|
0
|
0
|
|
$8,387
|
$0
|
$22,802
|
Realized
losses
|
|
|
|
US
Government securities
|
$1,804
|
$0
|
$0
|
Agency
MBS
|
0
|
0
|
5,300
|
Other
investments
|
3,199
|
0
|
0
|
|
$5,003
|
$0
|
$5,300
|
|
|
|
|
|
$3,384
|
$0
|
$17,502
|
67
The
following is an analysis of the maturities and yields of the debt
securities in the Company's investment portfolio for each of the
last three fiscal years:
Maturities
and Yields of Investment Portfolio
|
||||||
|
|
|
|
|
|
|
December
31,
|
2017
|
2016
|
2015
|
|||
|
|
Weighted
|
|
Weighted
|
|
Weighted
|
|
Fair
|
Average
|
Fair
|
Average
|
Fair
|
Average
|
|
Value(1)
|
Yield(2)
|
Value(1)
|
Yield(2)
|
Value(1)
|
Yield(2)
|
|
(Dollars
in Thousands)
|
|||||
Available-for-Sale
|
|
|
|
|
|
|
U.S. Treasury &
Agency Obligations
|
|
|
|
|
|
|
Due
in one year or less
|
$3,740
|
1.30%
|
$2,010
|
1.17%
|
$3,086
|
1.19%
|
Due
from one to five years
|
6,978
|
1.64%
|
14,331
|
1.44%
|
9,746
|
1.32%
|
Due
from five to ten years
|
6,441
|
2.62%
|
976
|
2.60%
|
0
|
0.00%
|
Total
|
$17,159
|
1.93%
|
$17,317
|
1.47%
|
$12,832
|
1.29%
|
|
|
|
|
|
|
|
Other
Investments
|
|
|
|
|
|
|
Due
from one to five years
|
$4,190
|
2.25%
|
$2,998
|
2.12%
|
$2,728
|
2.13%
|
Due
from five to ten years
|
488
|
2.50%
|
245
|
2.50%
|
245
|
2.50%
|
Total
|
$4,678
|
2.28%
|
$3,243
|
2.15%
|
$2,973
|
2.16%
|
|
|
|
|
|
|
|
Agency MBS
(3)
|
$16,613
|
2.08%
|
$13,154
|
2.01%
|
$10,664
|
1.69%
|
|
|
|
|
|
|
|
FRBB Stock
(4)
|
$588
|
6.00%
|
$588
|
6.00%
|
$588
|
6.00%
|
|
|
|
|
|
|
|
FHLBB Stock
(4)
|
$1,116
|
5.53%
|
$2,168
|
3.70%
|
$1,854
|
3.74%
|
|
|
|
|
|
|
|
Held-to-Maturity
|
|
|
|
|
|
|
Obligations of
State & Political Subdivisions
|
|
|
|
|
|
|
Due
in one year or less
|
$24,818
|
3.71%
|
$25,369
|
3.67%
|
$27,731
|
3.41%
|
Due
from one to five years
|
4,494
|
3.39%
|
4,031
|
2.97%
|
4,016
|
2.81%
|
Due
from five to ten years
|
4,338
|
4.14%
|
4,013
|
4.36%
|
3,022
|
4.34%
|
Due
after ten years
|
15,175
|
3.79%
|
16,474
|
3.79%
|
8,585
|
4.57%
|
Total
|
$48,825
|
3.75%
|
$49,887
|
3.72%
|
$43,354
|
3.65%
|
(1) AFS
Investments are presented at fair value, and HTM investments are
presented at book value.
|
(2) The
yield on obligations of state and political subdivisions is
calculated on a tax equivalent basis assuming a 34
|
percent
tax rate.
|
(3)
Because the actual maturities of Agency MBS usually differ from
their contractual maturities due to the right of
|
borrowers
to prepay the underlying mortgage loans, usually without penalty,
those securities are not presented
|
by
contractual maturity date.
|
(4)
Required equity purchases for membership in the Federal Reserve
System and Federal Home Loan Bank System.
|
COMMITMENTS, CONTINGENCIES AND OFF-BALANCE-SHEET
ARRANGEMENTS
The
Company is a party to financial instruments with off-balance-sheet
risk 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 risk-sharing
commitments on certain sold loans. Such instruments involve, to
varying degrees, elements of credit and interest rate risk in
excess of the amount recognized in the balance sheet. The contract
or notional amounts of those instruments reflect the extent of
involvement the Company has in particular classes of financial
instruments. During 2017, the Company did not engage in any
activity that created any additional types of off-balance-sheet
risk.
The
Company generally requires collateral or other security to support
financial instruments with credit risk. The Company's financial
instruments whose contract amount represents credit risk are
disclosed in Note 15 to the consolidated financial
statements.
68
EFFECTS OF INFLATION
Rates
of inflation affect the reported financial condition and results of
operations of all industries, including the banking industry. The
effect of monetary inflation is generally magnified in bank
financial and operating statements because most of a bank's assets
and liabilities are monetary in nature and, as costs and prices
rise, cash and credit demands of individuals and businesses
increase, while the purchasing power of net monetary assets
declines. During the economic downturn that began in 2008, the
capital and credit markets experienced significant volatility and
disruption, with the federal government taking unprecedented steps
to deal with the economic situation. These measures included
significant deficit spending as well as quantitative easing of the
money supply by the FRB. With the improvement in the economy during
the last two years, the Federal Open Market Committee (FOMC) has
taken steps to begin a gradual increase in interest
rates.
The
impact of inflation on the Company's financial results is affected
by management's ability to react to changes in interest rates in
order to reduce inflationary effect on performance. Interest rates
do not necessarily move in conjunction with changes in the prices
of other goods and services. As discussed above, management seeks
to manage the relationship between interest-sensitive assets and
liabilities in order to protect against significant interest rate
fluctuations, including those resulting from inflation. With
inflation approaching the 2% target, recent highlights from the
FOMC meeting point to a more hawkish sentiment from committee
members stating that stronger economic growth has raised the
potential for further rate hikes or has, at least, created
confidence in maintaining their gradual tightening path. An
inflationary environment could develop further with the large
spending packages presented to improve the country’s aging
infrastructure.
LIQUIDITY AND CAPITAL RESOURCES
Managing
liquidity risk is essential to maintaining both depositor
confidence and stability in earnings. Liquidity management refers
to the ability of the Company to adequately cover fluctuations in
assets and liabilities. Meeting loan demand (assets) and covering
the withdrawal of deposit funds (liabilities) are two key
components of the liquidity management process. The Company’s
principal sources of funds are deposits, amortization and
prepayment of loans and securities, maturities of investment
securities, sales of loans available-for-sale, and earnings and
funds provided from operations. Maintaining a relatively stable
funding base, which is achieved by diversifying funding sources,
competitively pricing deposit products, and extending the
contractual maturity of liabilities, reduces the Company’s
exposure to roll over risk on deposits and limits reliance on
volatile short-term borrowed funds. Short-term funding needs arise
from declines in deposits or other funding sources and funding
requirements for loan commitments. The Company’s strategy is
to fund assets to the maximum extent possible with core deposits
that provide a sizable source of relatively stable and low-cost
funds.
The
Company recognizes that, at times, when loan demand exceeds deposit
growth it may be desirable to utilize alternative sources of
deposit funding to augment retail deposits and borrowings. One-way
deposits purchased through the Certificate of Deposit Account
Registry Service (CDARS), maintained by the Promontory
Interfinancial Network provide an alternative funding source when
needed. Such deposits are generally considered a form of brokered
deposits. The Company had $12.3 million in one-way deposits at
December 31, 2017, compared to no one-way deposits at December 31,
2016. In addition, two-way CDARS deposits allow the Company to
provide FDIC deposit insurance to its customers in excess of
account coverage limits by exchanging deposits with other CDARS
members. At December 31, 2017 and 2016, the Company reported $2.8
million and $3.1 million, respectively, in CDARS deposits
representing exchanged deposits with other CDARS participating
banks.
During
2017, the Company continued its use of brokered deposits outside of
the CDARS program to satisfy a portion of its short-term funding
needs, although to a lesser extent than in 2016 due to deposit
growth in 2017. These are typically short term certificates of
deposit with maturity less than one year purchased through a
prominent broker of public and institutional funds from across the
country. This relationship has provided another avenue for short
term funding that is easily accessible without any detrimental
effect on the pricing of the core deposit base. The Company had $8.8 million and
$14.0 million of these brokered CDs outstanding at December 31,
2017 and December 31, 2016, respectively.
At
December 31, 2017 and 2016, gross borrowing capacity of
approximately $109.7 million and $68.2 million, respectively, was
available through the FHLBB secured by the Company's qualifying
loan portfolio (generally, residential mortgages), reduced by
outstanding advances and collateral pledges. During the second
quarter of 2017, the Company began pledging residential mortgage
loans based on a detail listing rather than a summary listing, and
also began pledging qualifying multifamily and other commercial
real estate loans. These changes resulted in an increase in the
portfolio of qualifying loans in 2017 compared to 2016, which is
reflected in the increase in borrowing capacity between periods.
The Company also has an unsecured Federal Funds line with the FHLBB
with an available balance of $500,000, with no advances against it
at December 31, 2017 or 2016. Interest is chargeable at a rate
determined daily approximately 25 basis points higher than the rate
paid on federal funds sold.
69
Under a
separate agreement with the FHLBB, the Company has the authority to
collateralize public unit deposits up to its FHLBB borrowing
capacity ($109.7 million and $68.2 million at December 31, 2017 and
2016, respectively, less outstanding advances and collateral
pledges) with letters of credit issued by the FHLBB. The Company
offers a Government Agency Account to its municipal customers
collateralized with these FHLBB letters of credit. At December 31,
2017 and 2016, approximately $59.9 million and $21.2 million,
respectively, of qualifying residential real estate loans were
pledged as collateral to the FHLBB for these collateralized
governmental unit deposits, which reduced dollar-for-dollar the
available borrowing capacity under the FHLBB line of credit. Total
fees paid by the Company to the FHLBB in connection with these
letters of credit were $34,601 for 2017 and $25,967 for
2016.
The
Company has a Borrower-in-Custody arrangement with the FRBB secured
by eligible commercial loans, commercial real estate loans and home
equity loans, resulting in an available line of $45.3 million and
$47.1 million, respectively, at December 31, 2017 and 2016. Credit
advances in the FRBB lending program are overnight advances with
interest chargeable at the primary credit rate (generally referred
to as the discount rate), which was 200 basis points at December
31, 2017. At December 31, 2017 and 2016, the Company had no
outstanding advances against this line.
The
Company has unsecured lines of credit with three correspondent
banks with available borrowing capacity totaling $12.5 million at
December 31, 2017 and 2016. The Company had no outstanding advances
against these lines for the periods presented.
Securities
sold under agreements to repurchase amounted to $28.6 million,
$30.4 million and $22.1 million as of December 31, 2017, 2016 and
2015, respectively. The average daily balance of these repurchase
agreements was $28.9 million, $25.9 million and $24.3
million during 2017, 2016, and 2015, respectively. The maximum
borrowings outstanding on these agreements at any month-end
reporting period of the Company were $31.7 million, $30.4 million
and $28.2 million during 2016, 2015 and 2014, respectively. These
repurchase agreements mature daily and carried a weighted average
interest rate of 0.33% during 2017, 0.30% during 2016 and 0.29%
during 2015.
The
following table illustrates the changes in shareholders' equity
from December 31, 2016 to December 31, 2017:
Balance at December
31, 2016 (book value $10.27 per common share)
|
$54,451,517
|
Net
income
|
6,231,298
|
Issuance
of stock through the Dividend Reinvestment Plan
|
946,698
|
Dividends
declared on common stock
|
(3,453,884)
|
Dividends
declared on preferred stock
|
(101,563)
|
Unrealized
loss on available-for-sale securities during the period, net of
tax
|
(138,212)
|
Balance at December
31, 2017 (book value $10.84 per common share)
|
$57,935,854
|
In
December, 2017, the Company declared a $0.17 per common share cash
dividend, payable February 1, 2018 to shareholders of record as of
January 15, 2018, requiring the Company to accrue a liability of
$630,461 for this dividend in the fourth quarter of 2017. In March,
2018, the Board of Directors of the Company approved a cash
dividend of $0.17 per common share, payable on May 1, 2018 to
shareholders of record as of April 15, 2018. The declaration of
this dividend required the Company to accrue a liability of
$630,620 in the first quarter of 2018. Also in March, 2018, the
Company announced the repurchase of five shares of its preferred
stock, effective March 31, 2018, at a purchase price, including
accrued dividend, of $101,125 per share.
The
Company (on a consolidated basis) and the Bank are 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 Company's and the Bank's financial
statements. Under capital adequacy guidelines, the Company and 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. Capital amounts and classifications are also subject to
qualitative judgments by the regulators about components, risk
weightings, and other factors. Additional Prompt Corrective Action
capital requirements are applicable to banks, but not bank holding
companies.
Beginning
in 2016, an additional capital conservation buffer was added to the
minimum requirements for capital adequacy purposes, subject to a
three year phase-in period. The capital conservation buffer will be
fully phased-in on January 1, 2019 at 2.5 percent. A banking
organization with a conservation buffer of less than 2.5 percent
(or the required phase-in amount in years prior to 2019) is subject
to limitations on capital distributions, including dividend
payments and certain discretionary bonus payments to executive
officers. The Company’s and the Bank’s capital
conservation buffer was 5.93% and 5.82%, respectively, at December
31, 2017. As of December 31, 2017, both the Company and the Bank
exceed the required capital conservation buffer of 1.25% and, on a
pro forma basis, would be compliant with the fully phased-in
capital conservation buffer requirement.
70
On
December 31, 2017, the Company’s tier 1 leverage ratio was
9.05%, common equity tier 1 and tier 1 risk-based capital ratios
were both 12.75%, and total risk-based capital ratio was 13.93% and
exceeded all applicable regulatory capital adequacy requirements as
of such date. Similarly, on December 31, 2017, the Bank’s
tier 1 leverage ratio was 8.97%, common equity tier 1 and tier 1
risk-based capital ratios were both 12.64%, and total risk-based
capital ratio was 13.82%, and exceeded all applicable regulatory
capital adequacy guidelines as of such date. In addition, as of
December 31, 2017, the Bank was considered well capitalized under
the regulatory capital framework for Prompt Corrective Action, the
highest regulatory capital category. (See Note 20 to the
accompanying audited consolidated financial
statements.)
Common Stock Performance by Quarter*
|
2017
|
2016
|
||||||
Trade
Price
|
First
|
Second
|
Third
|
Fourth
|
First
|
Second
|
Third
|
Fourth
|
|
|
|
|
|
|
|
|
|
High
|
$18.00
|
$17.85
|
$20.45
|
$19.20
|
$14.40
|
$14.50
|
$14.50
|
$16.00
|
Low
|
$15.00
|
$16.50
|
$17.50
|
$17.51
|
$13.15
|
$13.75
|
$13.77
|
$14.00
|
|
|
|
|
|
|
|
|
|
|
2017
|
2016
|
||||||
Bid
Price
|
First
|
Second
|
Third
|
Fourth
|
First
|
Second
|
Third
|
Fourth
|
|
|
|
|
|
|
|
|
|
High
|
$17.50
|
$17.50
|
$20.00
|
$18.80
|
$14.25
|
$14.25
|
$14.30
|
$15.75
|
Low
|
$15.00
|
$16.01
|
$17.25
|
$17.76
|
$13.30
|
$13.76
|
$13.77
|
$13.86
|
|
|
|
|
|
|
|
|
|
Cash Dividends
Declared
|
$0.17
|
$0.17
|
$0.17
|
$0.17
|
$0.16
|
$0.16
|
$0.16
|
$0.16
|
*The
Company's common stock is not traded on any exchange. However, the
Company’s common stock is included in the OTCQX®
marketplace tier maintained by the OTC Markets Group Inc. Trade and
bid information for the stock appears in the OTC’s
interdealer quotation system, OTC Link ATS®. The trade price
and bid information in the table above is based on information
reported by participating FINRA-registered brokers in the OTC Link
ATS® system and may not represent all trades or high and low
bids during the relevant periods. Such price quotations reflect
inter-dealer prices without retail mark-up, mark-down or commission
and bid prices do not necessarily represent actual transactions.
The OTC trading symbol for the Company’s common stock is
CMTV.
As of
February 1, 2018, there were 5,112,518 shares of the Corporation's
common stock ($2.50 par value) outstanding, owned by 854
shareholders of record.
Form 10-K
A copy
of the Form 10-K Report filed with the Securities and Exchange
Commission may be obtained without charge upon written request
to:
Kathryn
M. Austin, President & CEO
Community
Bancorp.
4811 US
Route 5
Newport, Vermont
05855
Shareholder Services
For
shareholder services or information contact:
Melissa
Tinker, Assistant Corporate Secretary
Community
Bancorp.
4811 US
Route 5
Newport, Vermont
05855
(802)
334-7915
Transfer Agent:
Computershare
Investor Services
PO Box
43078
Providence, RI
02940-3078
www.computershare.com
Annual Shareholders' Meeting
The
2018 Annual Shareholders' Meeting will be held at 5:30 p.m., May
15, 2018, at the Elks Club in Derby. We hope to see many of our
shareholders there.
71