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EX-32.1 - EXHIBIT 32.1 - EAGLE FINANCIAL SERVICES INCefsi-20180930exhibit321.htm
EX-31.2 - EXHIBIT 31.2 - EAGLE FINANCIAL SERVICES INCefsi-20180930exhibit312.htm
EX-31.1 - EXHIBIT 31.1 - EAGLE FINANCIAL SERVICES INCefsi-20180930exhibit311.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
FORM 10-Q
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to             
Commission File Number: 0-20146 
EAGLE FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Virginia
 
54-1601306
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
2 East Main Street
P.O. Box 391
Berryville, Virginia
 
22611
(Address of principal executive offices)
 
(Zip Code)
(540) 955-2510
(Registrant’s telephone number, including area code) 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
¨
  
Accelerated filer
 
ý
 
 
 
 
Non-accelerated filer
 
¨
 
Smaller reporting company
 
ý
 
 
 
 
Emerging growth company
 
¨

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

 
¨


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

The number of shares of the registrant’s Common Stock ($2.50 par value) outstanding as of November 1, 2018 was 3,473,833.




TABLE OF CONTENTS
 
 
 
 
PART I - FINANCIAL INFORMATION
 
 
 
 
Item 1.
Financial Statements:
 
 
Consolidated Balance Sheets at September 30, 2018 and December 31, 2017
 
Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2018 and 2017
 
Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2018 and 2017
 
Consolidated Statements of Changes in Shareholders’ Equity for the Nine Months Ended September 30, 2018 and 2017
 
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017
 
Notes to Consolidated Financial Statements
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
Item 4.
Controls and Procedures
 
 
PART II - OTHER INFORMATION
 
 
 
 
Item 1.
Legal Proceedings
Item 1A.
Risk Factors
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.
Defaults Upon Senior Securities
Item 4.
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits




PART I - FINANCIAL INFORMATION
 
Item 1.        Financial Statements

EAGLE FINANCIAL SERVICES, INC.
Consolidated Balance Sheets
(dollars in thousands, except per share amounts)
 
 
September 30,
2018
 
December 31,
2017
 
(Unaudited)
 
 
Assets
 
 
 
Cash and due from banks
$
9,397

 
$
10,578

Interest-bearing deposits with other institutions
3,780

 
22,094

Federal funds sold

 
3,176

Total cash and cash equivalents
13,177

 
35,848

Securities available for sale, at fair value
140,400

 
132,566

Restricted investments
1,166

 
1,107

Loans
598,467

 
568,817

Allowance for loan losses
(4,713
)
 
(4,411
)
Net Loans
593,754

 
564,406

Bank premises and equipment, net
19,504

 
19,579

Other real estate owned, net of allowance
2,033

 
106

Other assets
16,040

 
12,139

Total assets
$
786,074

 
$
765,751

Liabilities and Shareholders’ Equity
 
 
 
Liabilities
 
 
 
Deposits:
 
 
 
Noninterest bearing demand deposits
$
256,738

 
$
234,990

Savings and interest bearing demand deposits
327,612

 
322,948

Time deposits
108,987

 
105,476

Total deposits
$
693,337

 
$
663,414

Federal funds purchased
1,158

 

Other liabilities
6,749

 
18,520

Total liabilities
$
701,244

 
$
681,934

 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
Shareholders’ Equity
 
 
 
Preferred stock, $10 par value; 500,000 shares authorized and unissued
$

 
$

Common stock, $2.50 par value; authorized 10,000,000 shares; issued and outstanding 2018, 3,473,833 including 22,201 shares of unvested restricted stock; issued and outstanding 2017, 3,449,027 including 14,401 shares of unvested restricted stock
8,629

 
8,587

Surplus
12,680

 
12,075

Retained earnings
67,340

 
62,845

Accumulated other comprehensive (loss) income
(3,819
)
 
310

Total shareholders’ equity
$
84,830

 
$
83,817

Total liabilities and shareholders’ equity
$
786,074

 
$
765,751

See Notes to Consolidated Financial Statements

1



EAGLE FINANCIAL SERVICES, INC.
Consolidated Statements of Income (Unaudited)
(dollars in thousands, except per share amounts)
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2018
 
2017
 
2018
 
2017
Interest and Dividend Income
 
 
 
 
 
 
 
Interest and fees on loans
$
7,092

 
$
6,548

 
$
20,633

 
$
18,392

Interest and dividends on securities available for sale:

 
 
 
 
 
 
Taxable interest income
702

 
563

 
1,976

 
1,704

Interest income exempt from federal income taxes
263

 
257

 
793

 
781

Dividends
16

 
17

 
43

 
41

Interest on deposits with other institutions
58

 
73

 
153

 
109

Interest on federal funds sold

 

 
2

 
1

Total interest and dividend income
$
8,131

 
$
7,458

 
$
23,600

 
$
21,028

Interest Expense
 
 
 
 
 
 
 
Interest on deposits
704

 
311

 
$
1,693

 
$
732

Interest on federal funds purchased
1

 

 
11

 
14

Interest on Federal Home Loan Bank advances

 
40

 

 
57

Total interest expense
$
705

 
$
351

 
$
1,704

 
$
803

Net interest income
$
7,426

 
$
7,107

 
$
21,896

 
$
20,225

Provision for (Recovery of) Loan Losses
140

 
(2
)
 
248

 
(759
)
Net interest income after provision for (recovery of) loan losses
$
7,286

 
$
7,109

 
$
21,648

 
$
20,984

Noninterest Income
 
 
 
 
 
 
 
Income from fiduciary activities
$
316

 
$
236

 
$
1,059

 
$
837

Service charges on deposit accounts
302

 
310

 
912

 
904

Other service charges and fees
1,172

 
1,057

 
3,181

 
2,967

Gain on sale of securities
6

 
26

 
17

 
77

Loss on disposal of bank premises and equipment

 
(1
)
 
(3
)
 
(12
)
Other operating income (loss)
8

 
(11
)
 
104

 
115

Total noninterest income
$
1,804

 
$
1,617

 
$
5,270

 
$
4,888

Noninterest Expenses

 
 
 
 
 
 
Salaries and employee benefits
$
3,666

 
$
3,513

 
$
10,598

 
$
10,227

Occupancy expenses
374

 
358

 
1,108

 
1,102

Equipment expenses
233

 
222

 
686

 
720

Advertising and marketing expenses
209

 
190

 
595

 
543

Stationery and supplies
42

 
49

 
145

 
137

ATM network fees
192

 
203

 
644

 
606

Other real estate owned expense
24

 

 
161

 
11

Loss (gain) on other real estate owned
987

 

 
872

 
(1
)
FDIC assessment
56

 
56

 
169

 
163

Computer software expense
114

 
150

 
365

 
505

Bank franchise tax
152

 
137

 
431

 
396

Professional fees
260

 
212

 
818

 
770

Data processing fees
270

 
166

 
513

 
422

Other operating expenses
731

 
653

 
2,001

 
1,766

Total noninterest expenses
$
7,310

 
$
5,909

 
$
19,106

 
$
17,367

Income before income taxes
$
1,780

 
$
2,817

 
$
7,812

 
$
8,505

Income Tax Expense (Benefit)
(80
)
 
810

 
892

 
2,429

Net income
$
1,860

 
$
2,007

 
$
6,920

 
$
6,076

Earnings Per Share
 
 
 
 
 
 
 
Net income per common share, basic
$
0.54

 
$
0.58

 
$
2.00

 
$
1.75

Net income per common share, diluted
$
0.54

 
$
0.58

 
$
2.00

 
$
1.75

See Notes to Consolidated Financial Statements

2



EAGLE FINANCIAL SERVICES, INC.
Consolidated Statements of Comprehensive Income
(Unaudited)
(dollars in thousands)
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2018
 
2017
 
2018
 
2017
Net income
$
1,860

 
$
2,007

 
$
6,920

 
$
6,076

Other comprehensive (loss) income:
 
 
 
 
 
 
 
Unrealized (loss) gain on available for sale securities net of reclassification adjustments, and net of deferred income tax of ($315) and ($124) for the three months ended, respectively and ($1,097) and $434 for the nine months ended, respectively
(1,186
)
 
(240
)
 
(4,129
)
 
843

Total other comprehensive (loss) income
(1,186
)
 
(240
)
 
(4,129
)
 
843

Total comprehensive income
$
674

 
$
1,767

 
$
2,791

 
$
6,919

See Notes to Consolidated Financial Statements

3



EAGLE FINANCIAL SERVICES, INC.
Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)
(dollars in thousands, except per share amounts)
 
 
Common
Stock
 
Surplus
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Balance, December 31, 2016
$
8,633

 
$
12,642

 
$
58,165

 
$
(24
)
 
$
79,416

Net income
 
 
 
 
6,076

 
 
 
6,076

Other comprehensive income
 
 
 
 
 
 
843

 
843

Vesting of restricted stock awards, stock incentive plan (9,493 shares)
24

 
(24
)
 
 
 
 
 

Stock-based compensation expense
 
 
277

 
 
 
 
 
277

Issuance of common stock, dividend investment plan (11,157 shares)
28

 
294

 
 
 
 
 
322

Issuance of common stock, employee benefit plan (5,145 shares)
13

 
131

 
 
 
 
 
144

Repurchase and retirement of common stock (42,108 shares)
(105
)
 
(1,127
)
 
 
 
 
 
(1,232
)
Dividends declared ($0.66 per share)
 
 
 
 
(2,295
)
 
 
 
(2,295
)
Balance, September 30, 2017
$
8,593

 
$
12,193

 
$
61,946

 
$
819

 
$
83,551

 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2017
$
8,587

 
$
12,075

 
$
62,845

 
$
310

 
83,817

Net income
 
 
 
 
6,920

 
 
 
6,920

Other comprehensive (loss)
 
 
 
 
 
 
(4,129
)
 
(4,129
)
Vesting of restricted stock awards, stock incentive plan (9,109 shares)
23

 
(23
)
 
 
 
 
 

Stock-based compensation expense
 
 
372

 
 
 
 
 
372

Issuance of common stock, dividend investment plan (10,137 shares)
25

 
306

 
 
 
 
 
331

Issuance of common stock, employee benefit plan (4,413 shares)
11

 
147

 
 
 
 
 
158

Repurchase and retirement of common stock (6,653 shares)
(17
)
 
(197
)
 
 
 
 
 
(214
)
Dividends declared ($0.70 per share)
 
 
 
 
(2,425
)
 
 
 
(2,425
)
Balance, September 30, 2018
$
8,629

 
$
12,680

 
$
67,340

 
$
(3,819
)
 
$
84,830

See Notes to Consolidated Financial Statements

4



EAGLE FINANCIAL SERVICES, INC.
Consolidated Statements of Cash Flows (Unaudited)
(dollars in thousands)
 
 
Nine Months Ended
 
September 30,
 
2018
 
2017
Cash Flows from Operating Activities
 
 
 
Net income
$
6,920

 
$
6,076

Adjustments to reconcile net income to net cash (used in) operating activities:
 
 
 
Depreciation
698

 
713

Amortization of intangible and other assets
143

 
154

Provision for (recovery of) loan losses
248

 
(759
)
Loss (gain) on other real estate owned
872

 
(1
)
Loss on the sale and disposal of premises and equipment
3

 
12

Loss on the sale of repossessed assets

 
6

(Gain) on the sale of securities
(17
)
 
(77
)
Stock-based compensation expense
372

 
277

Premium amortization on securities, net
400

 
392

Changes in assets and liabilities:
 
 
 
(Increase) in other assets
(2,944
)
 
(3,611
)
(Decrease) in other liabilities
(11,770
)
 
(7,087
)
Net cash (used in) operating activities
$
(5,075
)
 
$
(3,905
)
Cash Flows from Investing Activities
 
 
 
Proceeds from maturities, calls, and principal payments of securities available for sale
$
12,901

 
$
8,439

Proceeds from the sale of securities available for sale
5,374

 
10,554

Purchases of securities available for sale
(31,718
)
 
(23,347
)
Proceeds from the sale of restricted investments

 
850

Purchases of restricted investments
(59
)
 
(889
)
Purchases of bank premises and equipment
(626
)
 
(296
)
Proceeds from the sale of other real estate owned

 
318

Proceeds from the sale of repossessed assets

 
3

Net (increase) in loans
(32,399
)
 
(34,577
)
Net cash (used in) investing activities
$
(46,527
)
 
$
(38,945
)
Cash Flows from Financing Activities
 
 
 
Net increase in noninterest bearing demand deposits, savings, and interest bearing demand deposits
$
26,412

 
$
23,157

Net increase in time deposits
3,511

 
18,211

Net increase in federal funds purchased
1,158

 

Issuance of common stock, employee benefit plan
158

 
144

Repurchase and retirement of common stock
(214
)
 
(1,232
)
Cash dividends paid
(2,094
)
 
(1,974
)
Net cash provided by financing activities
$
28,931

 
$
38,306



5



EAGLE FINANCIAL SERVICES, INC.
Consolidated Statements of Cash Flows (Unaudited)
(dollars in thousands)
(continued)
 
 
Nine Months Ended
 
September 30,
 
2018
 
2017
(Decrease) in cash and cash equivalents
$
(22,671
)
 
$
(4,544
)
Cash and Cash Equivalents
 
 
 
Beginning
35,848

 
35,281

Ending
$
13,177

 
$
30,737

Supplemental Disclosures of Cash Flow Information
 
 
 
Cash payments for:
 
 
 
Interest
$
1,649

 
$
798

Income taxes
$
1,791

 
$
1,784

Supplemental Schedule of Noncash Investing and Financing Activities:
 
 
 
Unrealized (loss) gain on securities available for sale
$
(5,226
)
 
$
1,277

Other real estate and repossessed assets acquired in settlement of loans
$
2,803

 
$
57

Issuance of common stock, dividend investment plan
$
331

 
$
322

See Notes to Consolidated Financial Statements


6



EAGLE FINANCIAL SERVICES, INC.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018
NOTE 1. General

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America.

In the opinion of management, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position at September 30, 2018 and December 31, 2017, the results of operations for the three and nine months ended September 30, 2018 and 2017, and cash flows for the nine months ended September 30, 2018 and 2017. The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “2017 Form 10-K”).

Eagle Financial Services, Inc. (the "Company") owns 100% of Bank of Clarke County (the “Bank”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions between the Company and the Bank have been eliminated.

Certain amounts in the consolidated financial statements have been reclassified to conform to current year presentations. None of the reclassifications were of a material nature and they had no effect on prior year net income or shareholders' equity.

On January 1, 2018, the Company adopted ASU No. 2014-09, "Revenue from Contracts with Customers: Topic 606." This ASU revised guidance for the recognition, measurement, and disclosure of revenue from contracts with customers. The original guidance was amended through subsequent accounting standard updates that resulted in technical corrections, improvements, and a one-year deferral of the effective date to January 1, 2018. The guidance, as amended, is applicable to all entities and replaces significant portions of existing industry and transaction-specific revenue recognition rules with a more principles-based recognition model. Most revenue associated with financial instruments, including interest income, loan origination fees, and credit card fees, is outside the scope of the guidance. Gains and losses on investment securities, derivatives, financial guarantees, and sales of financial instruments are similarly excluded from the scope. The guidance is applicable to noninterest revenue streams such as trust and asset management income, deposit related fees, interchange fees, and merchant income. The Company adopted this guidance via the modified retrospective approach, meaning the standard is applied only to the most current period presented in the financial statements with the cumulative effect of initially applying the standard recognized at the date of initial application.

Since the guidance does not apply to revenue associated with financial instruments, including loans and securities that are accounted for under other GAAP, the new guidance did not have a material impact on revenue most closely associated with financial instruments, including interest income and expense. The Company completed its overall assessment of revenue streams and review of related contracts potentially affected by the ASU, including trust and asset management fees, deposit related fees, interchange fees, and merchant income. The Company also completed an evaluation of certain costs related to these revenue streams to determine whether such costs should be presented gross versus net. Based on these assessments, the Company concluded that ASU 2014-09 did not materially change the method in which the Company currently recognizes revenue for these revenue streams. Since there was no net income impact upon adoption of the new guidance, a cumulative effect adjustment to opening retained earnings was not deemed necessary.

NOTE 2. Stock-Based Compensation Plan

During 2014, the Company’s shareholders approved a stock incentive plan which allows key employees and directors to increase their personal financial interest in the Company. This plan permits the issuance of incentive stock options and non-qualified stock options and the award of stock appreciation rights, common stock, restricted stock, and phantom stock. The plan authorizes the issuance of up to 500,000 shares of common stock.


7



The Company periodically grants Restricted Stock to its directors, executive officers and certain non-executive officers. Restricted Stock provides grantees with rights to shares of common stock upon completion of a service period or achievement of Company performance measures. During the restriction period, all shares are considered outstanding and dividends are paid to the grantee. In general, outside directors are periodically granted restricted shares which vest over a period of less than 9 months. Beginning during 2006, executive officers were granted restricted shares which vest over a 3 year service period and restricted shares which vest based on meeting annual performance measures over a 1 year period. Beginning in 2018, certain non-executive officers also were granted restricted shares which vest over a 3 year service period. The Company recognizes compensation expense over the restricted period based on the fair value of the Company's stock on the grant date. The Company's policy is to recognize forfeitures as they occur. As of September 30, 2018, there was $219 thousand of unrecognized compensation cost related to nonvested restricted stock.

The following table presents Restricted Stock activity for the nine months ended September 30, 2018 and 2017:
 
 
Nine Months Ended
 
September 30,
 
2018
 
2017
 
Shares
 
Weighted
Average
Grant Date
Fair Value
 
Shares
 
Weighted
Average
Grant Date
Fair Value
Nonvested, beginning of period
14,401

 
$
24.68

 
14,901

 
$
23.05

Granted
16,950

 
32.84

 
14,650

 
27.46

Vested
(9,109
)
 
24.63

 
(9,493
)
 
23.08

Forfeited
(41
)
 
25.50

 
(657
)
 
23.00

Nonvested, end of period
22,201

 
30.93

 
19,401

 
26.37



NOTE 3. Earnings Per Common Share

Basic earnings per share represents income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Nonvested restricted shares are included in the weighted average number of common shares used to compute basic earnings per share because of dividend participation and voting rights. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. The number of potential common shares is determined using the treasury method.

The following table shows the weighted average number of shares used in computing earnings per share for the three and nine months ended September 30, 2018 and 2017. During 2018 and 2017, there were no potentially dilutive securities outstanding.
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2018
 
2017
 
2018
 
2017
Weighted average number of common shares outstanding used to calculate basic and diluted earnings per share
3,474,246

 
3,469,372

 
3,467,201

 
3,473,872



8



NOTE 4. Securities

Amortized costs and fair values of securities available for sale at September 30, 2018 and December 31, 2017 were as follows:
 
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
(Losses)
 
Fair
Value
 
September 30, 2018
 
(in thousands)
Obligations of U.S. government corporations and agencies
$
22,184

 
$
9

 
$
(868
)
 
$
21,325

Mortgage-backed securities
76,110

 

 
(3,161
)
 
72,949

Obligations of states and political subdivisions
46,994

 
227

 
(1,095
)
 
46,126

 
$
145,288

 
$
236

 
$
(5,124
)
 
$
140,400

 
December 31, 2017
 
(in thousands)
Obligations of U.S. government corporations and agencies
$
21,565

 
$
213

 
$
(258
)
 
$
21,520

Mortgage-backed securities
61,464

 
126

 
(346
)
 
61,244

Obligations of states and political subdivisions
49,199

 
789

 
(186
)
 
49,802

 
$
132,228

 
$
1,128

 
$
(790
)
 
$
132,566


During the nine months ended September 30, 2018, the Company received proceeds of $5.4 million on sales of available for sale securities for gross gains of $62 thousand and gross losses of $45 thousand. During the nine months ended September 30, 2017, the Company sold $10.6 million of available for sale securities for gross gains of $94 thousand. There were $17 thousand in gross losses on the sale of available for sale securities during the nine months ended September 30, 2017.
The fair value and gross unrealized losses for securities available for sale, totaled by the length of time that individual securities have been in a continuous gross unrealized loss position, at September 30, 2018 and December 31, 2017 were as follows:
 
 
Less than 12 months
 
12 months or more
 
Total
 
Fair Value
 
Gross
Unrealized
Losses
 
Fair Value
 
Gross
Unrealized
Losses
 
Fair Value
 
Gross
Unrealized
Losses
 
September 30, 2018
 
(in thousands)
Obligations of U.S. government corporations and agencies
$
4,682

 
$
185

 
$
10,616

 
$
683

 
$
15,298

 
$
868

Mortgage-backed securities
48,710

 
1,839

 
22,195

 
1,322

 
70,905

 
3,161

Obligations of states and political subdivisions
21,233

 
667

 
6,127

 
428

 
27,360

 
1,095

 
$
74,625

 
$
2,691

 
$
38,938

 
$
2,433

 
$
113,563

 
$
5,124

 
December 31, 2017
 
(in thousands)
Obligations of U.S. government corporations and agencies
$
4,455

 
$
58

 
$
7,810

 
$
200

 
$
12,265

 
$
258

Mortgage-backed securities
11,885

 
59

 
17,931

 
287

 
29,816

 
346

Obligations of states and political subdivisions
4,071

 
27

 
4,692

 
159

 
8,763

 
186

 
$
20,411

 
$
144

 
$
30,433

 
$
646

 
$
50,844

 
$
790



9



Gross unrealized losses on available for sale securities included one hundred twenty-seven (127) and fifty-four (54) debt securities at September 30, 2018 and December 31, 2017, respectively. The Company evaluates securities for other-than-temporary impairment on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the length of time and the amount of an unrealized loss, the financial condition of the issuer, and the intent and ability of the Company to retain its investment in the issuer long enough to allow for an anticipated recovery in fair value. The fair value of a security reflects its liquidity as compared to similar instruments, current market rates on similar instruments, and the creditworthiness of the issuer. Absent any change in the liquidity of a security or the creditworthiness of the issuer, prices will decline as market rates rise and vice-versa. The primary cause of the unrealized losses at September 30, 2018 and December 31, 2017 was changes in market interest rates and not credit concerns of the issuers. Since the losses can be primarily attributed to changes in market interest rates and not expected cash flows or an issuer’s financial condition and management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, the unrealized losses were deemed to be temporary. The Company’s mortgage-backed securities are issued by U.S. government agencies, which guarantee payments to investors regardless of the status of the underlying mortgages. The Company monitors the financial condition of these issuers continuously and will record other-than-temporary impairment if the recovery of value is unlikely.

The Company’s securities are exposed to various risks, such as interest rate, market, currency and credit risks. Due to the level of risk associated with certain securities and the level of uncertainty related to changes in the value of securities, it is at least reasonably possible that changes in risks in the near term would materially affect securities reported in the financial statements.

Securities having a carrying value of $2.8 million at September 30, 2018 were pledged for various purposes required by law.

The composition of restricted investments at September 30, 2018 and December 31, 2017 was as follows:
 
 
September 30, 2018
 
December 31, 2017
 
(in thousands)
Federal Reserve Bank Stock
$
344

 
$
344

Federal Home Loan Bank Stock
682

 
623

Community Bankers’ Bank Stock
140

 
140

 
$
1,166

 
$
1,107




10



NOTE 5. Loans and Allowance for Loan Losses

The composition of loans at September 30, 2018 and December 31, 2017 was as follows:
 
 
September 30,
 
December 31,
 
 
2018
 
2017
 
 
(in thousands)
Mortgage loans on real estate:
 
 
 
 
Construction and land development
 
$
56,168

 
$
43,786

Secured by farmland
 
6,394

 
8,568

Secured by 1-4 family residential properties
 
221,848

 
223,210

Multifamily
 
7,482

 
4,095

Commercial
 
252,539

 
239,915

Commercial and industrial loans
 
36,549

 
37,427

Consumer installment loans
 
9,367

 
10,187

All other loans
 
8,552

 
2,050

Total loans
 
$
598,899

 
$
569,238

Net deferred loan fees
 
(432
)
 
(421
)
Allowance for loan losses
 
(4,713
)
 
(4,411
)
Net Loans
 
$
593,754

 
$
564,406

 
 
 
 
 

Changes in the allowance for loan losses for the nine months ended September 30, 2018 and 2017 and the year ended December 31, 2017 were as follows:
 
 
Nine Months Ended
 
Year Ended
 
Nine Months Ended
 
September 30,
 
December 31,
 
September 30,
 
2018
 
2017
 
2017
 
 
 
(in thousands)
 
 
Balance, beginning
$
4,411

 
$
4,505

 
$
4,505

Provision for (recovery of) loan losses
248

 
(625
)
 
(759
)
Recoveries added to the allowance
240

 
901

 
908

Loan losses charged to the allowance
(186
)
 
(370
)
 
(210
)
Balance, ending
$
4,713

 
$
4,411

 
$
4,444



11



Nonaccrual and past due loans by class at September 30, 2018 and December 31, 2017 were as follows:
 
 
September 30, 2018
 
(in thousands)
 
30 - 59
Days
Past Due
 
60 - 89
Days
Past Due
 
90 or More
Days
Past Due
 
Total Past
Due
 
Current
 
Total Loans
 
90 or More
Days Past 
Due Still Accruing
 
Nonaccrual
Loans
Commercial - Non Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial & Industrial
$
17

 
$

 
$

 
$
17

 
$
36,532

 
$
36,549

 
$

 
$
135

Commercial Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner Occupied

 
91

 

 
91

 
131,569

 
131,660

 

 

Non-owner occupied

 

 

 

 
120,879

 
120,879

 

 
373

Construction and Farmland:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential

 

 

 

 
8,482

 
8,482

 

 

Commercial
283

 

 

 
283

 
53,797

 
54,080

 

 

Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Installment
4

 
3

 

 
7

 
9,360

 
9,367

 

 
1

Residential:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity Lines

 

 

 

 
32,981

 
32,981

 

 
99

Single family
1,904

 
129

 
220

 
2,253

 
186,614

 
188,867

 

 
537

Multifamily

 

 

 

 
7,482

 
7,482

 

 

All Other Loans

 

 

 

 
8,552

 
8,552

 

 

Total
$
2,208

 
$
223

 
$
220

 
$
2,651

 
$
596,248

 
$
598,899

 
$

 
$
1,145

 
 
December 31, 2017
 
(in thousands)
 
30 - 59
Days
Past Due
 
60 - 89
Days
Past Due
 
90 or More
Days
Past Due
 
Total Past
Due
 
Current
 
Total Loans
 
90 or More
Past Due 
Still
Accruing
 
Nonaccrual
Loans
Commercial - Non Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial & Industrial
$
75

 
$
10

 
$
142

 
$
227

 
$
37,200

 
$
37,427

 
$

 
$
594

Commercial Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner Occupied

 

 

 

 
127,018

 
127,018

 

 

Non-owner occupied

 
368

 

 
368

 
112,529

 
112,897

 

 
767

Construction and Farmland:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential

 

 

 

 
3,214

 
3,214

 

 

Commercial
187

 

 

 
187

 
48,953

 
49,140

 

 

Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Installment
17

 

 
2

 
19

 
10,168

 
10,187

 

 
13

Residential:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity Lines
18

 

 

 
18

 
32,820

 
32,838

 

 
44

Single family
829

 
572

 
4,060

 
5,461

 
184,911

 
190,372

 

 
4,921

Multifamily

 

 

 

 
4,095

 
4,095

 

 

All Other Loans

 

 

 

 
2,050

 
2,050

 

 

Total
$
1,126

 
$
950

 
$
4,204

 
$
6,280

 
$
562,958

 
$
569,238

 
$

 
$
6,339



12



Allowance for loan losses by segment at September 30, 2018 and December 31, 2017 were as follows:
 
 
As of and for the Nine Months Ended
 
September 30, 2018
 
(in thousands)
 
Construction
and Farmland
 
Residential
 
Commercial
Real Estate
 
Commercial - Non Real Estate
 
Consumer
 
All Other
Loans
 
Unallocated
 
Total
Allowance for credit losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
$
332

 
$
1,754

 
$
1,627

 
$
570

 
$
69

 
$
29

 
$
30

 
$
4,411

Charge-Offs

 
(3
)
 

 
(122
)
 
(28
)
 
(33
)
 

 
(186
)
Recoveries
28

 
24

 
75

 
85

 
16

 
12

 

 
240

(Recovery of) provision for loan losses
256

 
51

 
77

 
(213
)
 
5

 
102

 
(30
)
 
248

Ending balance
$
616

 
$
1,826

 
$
1,779

 
$
320

 
$
62

 
$
110

 
$

 
$
4,713

Ending balance: Individually evaluated for impairment
$

 
$
158

 
$
55

 
$

 
$

 
$

 
$

 
$
213

Ending balance: collectively evaluated for impairment
$
616

 
$
1,668

 
$
1,724

 
$
320

 
$
62

 
$
110

 
$

 
$
4,500

Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance
$
62,562

 
$
229,330

 
$
252,539

 
$
36,549

 
$
9,367

 
$
8,552

 
$

 
$
598,899

Ending balance individually evaluated for impairment
$
290

 
$
4,425

 
$
1,266

 
$
379

 
$
1

 
$

 
$

 
$
6,361

Ending balance collectively evaluated for impairment
$
62,272

 
$
224,905

 
$
251,273

 
$
36,170

 
$
9,366

 
$
8,552

 
$

 
$
592,538

 
 
As of and for the Twelve Months Ended
 
December 31, 2017
 
(in thousands)
 
Construction
and Farmland
 
Residential
 
Commercial
Real Estate
 
Commercial - Non Real Estate
 
Consumer
 
All Other
Loans
 
Unallocated
 
Total
Allowance for credit losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
$
450

 
$
1,992

 
$
1,522

 
$
235

 
$
69

 
$
22

 
$
215

 
$
4,505

Charge-Offs
(19
)
 
(55
)
 
(1
)
 
(187
)
 
(59
)
 
(49
)
 

 
(370
)
Recoveries
535

 
212

 
65

 
44

 
40

 
5

 

 
901

(Recovery of) provision for loan losses
(634
)
 
(395
)
 
41

 
478

 
19

 
51

 
(185
)
 
(625
)
Ending balance
$
332

 
$
1,754

 
$
1,627

 
$
570

 
$
69

 
$
29

 
$
30

 
$
4,411

Ending balance: Individually evaluated for impairment
$

 
$
195

 
$
59

 
$
195

 
$
9

 
$

 
$

 
$
458

Ending balance: collectively evaluated for impairment
$
332

 
$
1,559

 
$
1,568

 
$
375

 
$
60

 
$
29

 
$
30

 
$
3,953

Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance
$
52,354

 
$
227,305

 
$
239,915

 
$
37,427

 
$
10,187

 
$
2,050

 
$

 
$
569,238

Ending balance individually evaluated for impairment
$
315

 
$
8,315

 
$
1,904

 
$
858

 
$
34

 
$

 
$

 
$
11,426

Ending balance collectively evaluated for impairment
$
52,039

 
$
218,990

 
$
238,011

 
$
36,569

 
$
10,153

 
$
2,050

 
$

 
$
557,812



13



Beginning with the quarter ended September 30, 2018, the Company changed its allowance methodology for the look-back period used in calculating the loss history portion of the general reserves assigned to unimpaired credits. During this quarter, management determined it necessary to extend the loss history period utilized in the calculation from five years to seven years in light of current trends for growth and asset quality, as well as the ongoing economic cycle and the Bank's overall lending environment. The Company believes that the expanded loss history is more indicative of the losses and risks inherent in the portfolio.

The following table represents the effect on the loan loss provision for the nine months ended September 30, 2018 as a result of the change in allowance methodology from that used in prior periods.

(in thousands)
 
Calculated Provision Based on Current Methodology
 
Calculated Provision Based on Prior Methodology
 
Difference
Portfolio Segment:
 
 
 
 
 
 
Construction and Farmland
 
$
256

 
$
47

 
$
209

Residential Real Estate
 
51

 
(121
)
 
172

Commercial Real Estate
 
77

 
(64
)
 
141

Commercial
 
(213
)
 
(279
)
 
66

Consumer
 
5

 
(1
)
 
6

All Other Loans
 
102

 
92

 
10

Total, excluding unallocated
 
$
278

 
$
(326
)
 
$
604


14



Impaired loans by class as of and for the periods ended September 30, 2018 and December 31, 2017 were as follows:
 
As of and for the Nine Months Ended
 
September 30, 2018
 
(in thousands)
 
Unpaid
Principal
Balance
 
Recorded
Investment (1)
 
Related
Allowance
 
Average
Recorded
Investment
 
Interest
Income
Recognized
With no related allowance:
 
 
 
 
 
 
 
 
 
Commercial - Non Real Estate:
 
 
 
 
 
 
 
 
 
Commercial & Industrial
$
594

 
$
380

 
$

 
$
432

 
$
20

Commercial Real Estate:
 
 
 
 
 
 
 
 
 
Owner Occupied

 

 

 

 

Non-owner occupied
526

 
474

 

 
479

 

Construction and Farmland:
 
 
 
 
 
 
 
 
 
Residential

 

 

 

 

Commercial
340

 
290

 

 
301

 
21

Consumer:
 
 
 
 
 
 
 
 
 
Installment
1

 
1

 

 
1

 

Residential:
 
 
 
 
 
 
 
 
 
Equity lines
251

 
59

 

 
60

 

Single family
3,081

 
2,856

 

 
2,912

 
87

Multifamily
287

 
288

 

 
290

 
10

Other Loans

 

 

 

 

 
$
5,080

 
$
4,348

 
$

 
$
4,475

 
$
138

With an allowance recorded:
 
 
 
 
 
 
 
 
 
Commercial - Non Real Estate:
 
 
 
 
 
 
 
 
 
Commercial & Industrial