UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ | |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended June 30, 2018
or
☐ | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
toCommission File Number: 0-23976
(Exact name of registrant as specified in its charter)
Virginia | 54-1232965 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
112 West King Street, Strasburg, Virginia | 22657 | |
(Address of principal executive offices) | (Zip Code) | |
(540) 465-9121
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
Common stock, par value $1.25 per share | ||
FXNC | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 10, 2018, 4,956,2068, 2019, 4,964,824 shares of common stock, par value $1.25 per share, of the registrant were outstanding.
Page Item 1. Item 2. 34 Item 3. 49 Item 4. 49 Item 1. 50 Item 1A. 50 Item 2. 50 Item 3. 50 Item 4. 50 Item 5. 50 Item 6. Item 1. Financial Statements FIRST NATIONAL CORPORATION Consolidated Balance Sheets (in thousands, except share and per share data) (unaudited) Assets Cash and due from banks Interest-bearing deposits in banks Securities available for sale, at fair value Securities held to maturity, at amortized cost (fair value, 2019, $18,796; 2018, $42,394) Restricted securities, at cost Loans held for sale Loans, net of allowance for loan losses, 2019, $4,995; 2018, $5,009 Premises and equipment, net Accrued interest receivable Bank owned life insurance Core deposit intangibles, net Other assets Total assets Liabilities and Shareholders’ Equity Liabilities Deposits: Noninterest-bearing demand deposits Savings and interest-bearing demand deposits Time deposits Total deposits Subordinated debt Junior subordinated debt Accrued interest payable and other liabilities Total liabilities Shareholders’ Equity Preferred stock, par value $1.25 per share; authorized 1,000,000 shares; none issued and outstanding Common stock, par value $1.25 per share; authorized 8,000,000 shares; issued and outstanding, 2019, 4,964,824 shares; 2018, 4,957,694 shares Surplus Retained earnings Accumulated other comprehensive income (loss), net Total shareholders’ equity Total liabilities and shareholders’ equity *Derived from audited consolidated financial statements. See Notes to Consolidated Financial Statements Consolidated Statements of Income (Unaudited) (in thousands, except per share data) Three Months Ended Six Months Ended Interest and Dividend Income Interest and fees on loans Interest on deposits in banks Interest and dividends on securities: Taxable interest Tax-exempt interest Dividends Total interest and dividend income Interest Expense Interest on deposits Interest on subordinated debt Interest on junior subordinated debt Interest on other borrowings Total interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Noninterest Income Service charges on deposit accounts ATM and check card fees Wealth management fees Fees for other customer services Income from bank owned life insurance Net gains on sale of loans Other operating income Total noninterest income Noninterest Expense Salaries and employee benefits Occupancy Equipment Marketing Supplies Legal and professional fees ATM and check card expense FDIC assessment Bank franchise tax Telecommunications expense Data processing expense Postage expense Amortization expense Other real estate owned expense (income), net Other operating expense Total noninterest expense See Notes to Consolidated Financial Statements FIRST NATIONAL CORPORATION Consolidated Statements of Income (Unaudited) (Continued) (in thousands, except per share data) Three Months Ended Six Months Ended Income before income taxes Income tax expense Net income Earnings per common share Basic Diluted See Notes to Consolidated Financial Statements Consolidated Statements of Comprehensive Income (Unaudited) (in thousands) Three Months Ended Six Months Ended Net income Other comprehensive income (loss), net of tax, Unrealized holding gains (losses) on available for sale securities, net of tax $369 and ($75) for the three months and $776 and ($304) for the six months ended June 30, 2019 and 2018, respectively Unrealized holding losses on securities transferred from held to maturity to available for sale, net of tax $0 and $0 for the three months and ($91) and $0 for the six months ended June 30, 2019 and 2018, respectively Pension liability adjustment, net of tax $0 and $0 for the three months and $0 and ($27) for the six months ended June 30, 2019 and 2018, respectively Total other comprehensive income (loss) Total comprehensive income See Notes to Consolidated Financial Statements Consolidated Statements of Cash Flows (Unaudited) (in thousands) Six Months Ended Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of premises and equipment Amortization of core deposit intangibles Amortization of debt issuance costs Origination of loans held for sale Proceeds from sale of loans held for sale Net gains on sales of loans held for sale Provision for loan losses Net gains on sale of other real estate owned Increase in cash value of bank owned life insurance Accretion of discounts and amortization of premiums on securities, net Accretion of premium on time deposits Stock-based compensation Excess tax benefits on stock-based compensation Deferred income tax (benefit) expense Changes in assets and liabilities: Increase in interest receivable (Increase) decrease in other assets Decrease in accrued expenses and other liabilities Net cash provided by operating activities Cash Flows from Investing Activities Proceeds from maturities, calls, and principal payments of securities available for sale Proceeds from maturities, calls, and principal payments of securities held to maturity Purchases of securities available for sale Net purchase of restricted securities Purchase of premises and equipment Proceeds from sale of other real estate owned Purchase of bank owned life insurance Proceeds from cash value of bank owned life insurance Net increase in loans Net cash used in investing activities See Notes to Consolidated Financial Statements FIRST NATIONAL CORPORATION Consolidated Statements of Cash Flows (Unaudited) (Continued) (in thousands) Six Months Ended Cash Flows from Financing Activities Net increase in demand deposits and savings accounts Net decrease in time deposits Cash dividends paid on common stock, net of reinvestment Repurchase of common stock Net cash provided by financing activities (Decrease) increase in cash and cash equivalents Cash and Cash Equivalents Beginning Ending Supplemental Disclosures of Cash Flow Information Cash payments for: Interest Supplemental Disclosures of Noncash Investing and Financing Activities Unrealized gains (losses) on securities available for sale Unrealized losses on securities transferred from held to maturity to available for sale Fair value of securities transferred from held to maturity to available for sale Change in pension liability Transfer from loans to other real estate owned Issuance of common stock, dividend reinvestment plan See Notes to Consolidated Financial Statements Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) (in thousands, except share and per share data) Common Stock Surplus Retained Earnings Accumulated Other Comprehensive Loss Total Balance, March 31, 2018 Net income Other comprehensive loss Cash dividends on common stock ($0.05 per share) Stock-based compensation Issuance of 781 shares common stock, dividend reinvestment plan Balance, June 30, 2018 Common Stock Surplus Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Balance, March 31, 2019 Net income Other comprehensive income Cash dividends on common stock ($0.09 per share) Stock-based compensation Issuance of 1,337 shares common stock, dividend reinvestment plan Balance, June 30, 2019 Common Stock Surplus Retained Earnings Accumulated Other Comprehensive Loss Total Balance, December 31, 2017 Net income Other comprehensive loss Cash dividends on common stock ($0.10 per share) Stock-based compensation Issuance of 1,632 shares common stock, dividend reinvestment plan Issuance of 7,339 shares common stock, stock incentive plan Repurchase of 1,317 shares of common stock, stock incentive plan Balance, June 30, 2018 Common Stock Surplus Accumulated Other Comprehensive Income (Loss) Total Balance, December 31, 2018 Net income Other comprehensive income Cash dividends on common stock ($0.18 per share) Stock-based compensation Issuance of 2,734 shares common stock, dividend reinvestment plan Issuance of 5,402 shares common stock, stock incentive plan Repurchase of 1,006 shares of common stock, stock incentive plan Balance, June 30, 2019 See Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements (Unaudited) Note 1. General The accompanying unaudited consolidated financial statements of First National Corporation (the Company) and its subsidiary, First Bank (the Bank), have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP. All significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments and reclassifications of a normal and recurring nature considered necessary to present fairly the financial positions at June 30, Adoption of On January 1, On January 1, 2019, the Company adopted ASU No. 2017-08, "Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities.” The amendments in ASU 2017-08 shorten the amortization period for certain callable debt securities purchased at a premium. Under the new guidance, premiums on these qualifying callable debt securities are amortized to the earliest call date. Discounts on purchased debt securities continue to be accreted to maturity. The adoption of this standard did not have a material effect on the Company's consolidated financial statements and no cumulative effect adjustment was recorded. On January 1, 2019, the Company adopted ASU No. 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities." The amendments in ASU 2017-12 modify the designation and measurement guidance for hedge accounting as well as provide for increased transparency regarding the presentation of economic results on both the financial statements and related footnotes. Certain aspects of hedge effectiveness assessments were simplified upon implementation of this updated. The new guidance also provides for a reclassification of certain debt securities from held to maturity to available for sale if the security is eligible to be hedged using the last-of-layer method. Any unrealized gain or loss existing at the time of transfer is recorded in accumulated comprehensive income or loss. As a permitted activity, the reclassification of securities will not taint future held to maturity classification so long as the securities transferred are eligible to be hedged under the last-of-layer method. Accordingly, on January 1, 2019, the Company reclassified eligible held to maturity securities with amortized costs totaling $23.4 million as available for sale. The unrealized loss associated with the reclassified securities totaled $431 thousand and was included in the Company's accumulated other comprehensive income (loss) on the date of reclassification. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendments in this ASU are effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Based on FASB's July 17, 2019 meeting, an exposure draft is expected that, once finalized, could change implementation dates for many companies. The Company is currently assessing the impact that ASU 2016-13 will have on its consolidated financial statements. The Company has formed a committee to address the compliance requirements of this ASU, Note 2. Securities The Company invests in U.S. agency and mortgage-backed securities, obligations of state and political subdivisions, and corporate debt securities. Amortized costs and fair values of securities at June 30, June 30, 2019 Amortized Cost Gross Gross Fair Value Securities available for sale: Total securities available for sale Securities held to maturity: Total securities held to maturity Total securities December 31, 2018 Amortized Cost Gross Gross Fair Value Securities available for sale: U.S. agency and mortgage-backed securities Obligations of states and political subdivisions Total securities available for sale Securities held to maturity: U.S. agency and mortgage-backed securities Obligations of states and political subdivisions Corporate debt securities Total securities held to maturity Total securities At June 30, June 30, 2019 Less than 12 months 12 months or more Total Fair Value Unrealized (Loss) Fair Value Unrealized (Loss) Fair Value Unrealized (Loss) Securities available for sale: Total securities available for sale Securities held to maturity: Total securities held to maturity Total securities December 31, 2018 Less than 12 months 12 months or more Total Fair Value Unrealized (Loss) Fair Value Unrealized (Loss) Fair Value Unrealized (Loss) Securities available for sale: U.S. agency and mortgage-backed securities Obligations of states and political subdivisions Total securities available for sale Securities held to maturity: U.S. agency and mortgage-backed securities Obligations of states and political subdivisions Total securities held to maturity Total securities The tables above provide information about securities that have been in an unrealized loss position for less than twelve consecutive months and securities that have been in an unrealized loss position for twelve consecutive months or more. Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Impairment is considered to be other-than-temporary if the Company (1) intends to sell the security, (2) more likely than not will be required to sell the security before recovering its cost, or (3) does not expect to recover the security’s entire amortized cost basis. Presently, the Company does not intend to sell any of these securities, does not expect to be required to sell these securities, and expects to recover the entire amortized cost of all the securities. At June 30, The amortized cost and fair value of securities at June 30, Available for Sale Held to Maturity Amortized Cost Fair Value Amortized Cost Fair Value Due within one year Due after one year through five years Due after five years through ten years Due after ten years On January 1, 2019, the Company adopted ASU No. 2017-12 and reclassified eligible securities with a fair value of $23.0 million from the held to maturity portfolio to the available for sale portfolio. The unrealized loss associated with the reclassified securities totaled $431 thousand on the date of reclassification. The securities were reclassified to provide the Company with opportunities to maximize asset utilization. Federal Home Loan Bank, Federal Reserve Bank, and Community Bankers’ Bank stock are generally viewed as long-term investments and as restricted securities, which are carried at cost, because there is a minimal market for the stock. Therefore, when evaluating restricted securities for impairment, their value is based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value. The Company does not consider these investments to be other-than-temporarily impaired at June 30, The composition of restricted securities at June 30, June 30, 2019 December 31, 2018 Federal Home Loan Bank stock Federal Reserve Bank stock Community Bankers’ Bank stock Notes to Consolidated Financial Statements (Unaudited) Note 3. Loans Loans at June 30, June 30, 2019 December 31, 2018 Real estate loans: Construction and land development Secured by 1-4 family residential Other real estate loans Commercial and industrial loans Consumer and other loans Total loans Allowance for loan losses Loans, net Net deferred loan fees included in the above loan categories were Risk characteristics of each loan portfolio class that are considered by the Company include: 1-4 family residential mortgage loans carry risks associated with the continued creditworthiness of the borrower and changes in the value of the collateral. Real estate construction and land development loans carry risks that the project may not be finished according to schedule, the project may not be finished according to budget, and the value of the collateral may, at any point in time, be less than the principal amount of the loan. Construction loans also bear the risk that the general contractor, who may or may not be a loan customer, may be unable to finish the construction project as planned because of financial pressure or other factors unrelated to the project. Other real estate loans carry risks associated with the successful operation of a business or a real estate project, in addition to other risks associated with the ownership of real estate, because repayment of these loans may be dependent upon the profitability and cash flows of the business or project. Commercial and industrial loans carry risks associated with the successful operation of a business because repayment of these loans may be dependent upon the profitability and cash flows of the business. In addition, there is risk associated with the value of collateral other than real estate which may depreciate over time and cannot be appraised with as much reliability. Consumer and other loans carry risk associated with the continued creditworthiness of the borrower and the value of the collateral, if any. These loans are typically either unsecured or secured by rapidly depreciating assets such as automobiles. They are also likely to be immediately and adversely affected by job loss, divorce, illness, personal bankruptcy, or other changes in circumstances. Consumer and other loans also include purchased consumer loans which could have been originated outside of the Company's market area. The following tables provide a summary of loan classes and an aging of past due loans as of June 30, June 30, 2019 30-59 Days 60-89 Days > 90 Days Past Due Total Current Total Loans Non-accrual Loans 90 Days Past Due and Accruing Real estate loans: Total December 31, 2018 30-59 Days 60-89 Days > 90 Days Past Due Total Current Total Loans Non-accrual Loans 90 Days or More Past Due and Accruing Real estate loans: Construction and land development Secured by 1-4 family residential Other real estate loans Commercial and industrial Consumer and other loans Total Credit Quality Indicators As part of the ongoing monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to the risk grading of specified classes of loans. The Company utilizes a risk grading matrix to assign a rating to each of its loans. The loan ratings are summarized into the following categories: pass, special mention, substandard, doubtful and loss. Pass rated loans include all risk rated credits other than those included in special mention, substandard or doubtful. Loans classified as loss are charged-off. Loan officers assign risk grades to loans at origination and as renewals arise. The Bank’s Credit Administration department reviews risk grades for accuracy on a quarterly basis and as credit issues arise. In addition, a certain amount of loans are reviewed each year through the Company’s internal and external loan review process. A description of the general characteristics of the loan grading categories is as follows: Pass – Special Mention – Substandard – Doubtful – Loss – The following tables provide an analysis of the credit risk profile of each loan class as of June 30, June 30, 2019 Pass Special Mention Substandard Doubtful Total Real estate loans: Total December 31, 2018 Pass Special Mention Substandard Doubtful Total Real estate loans: Construction and land development Secured by 1-4 family residential Other real estate loans Commercial and industrial Consumer and other loans Total Notes to Consolidated Financial Statements (Unaudited) Note 4. Allowance for Loan Losses The following tables present, as of June 30, 2019, December 31, 2018 and June 30, 2018 June 30, 2019 Construction and Land Development Secured by 1-4 Family Residential Other Real Estate Commercial and Industrial Consumer and Other Loans Total Allowance for loan losses: Ending Balance, June 30, 2019 Ending Balance: Loans: Ending Balance December 31, 2018 Construction and Land Development Secured by 1-4 Family Residential Other Real Estate Commercial and Industrial Consumer and Other Loans Total Allowance for loan losses: Beginning Balance, At December 31, 2017 Charge-offs Recoveries Provision for (recovery of) loan losses Ending Balance, December 31, 2018 Ending Balance: Individually evaluated for impairment Collectively evaluated for impairment Loans: Ending Balance Individually evaluated for impairment Collectively evaluated for impairment Notes to Consolidated Financial Statements (Unaudited) June 30, 2018 Construction and Land Development Secured by 1-4 Family Residential Other Real Estate Commercial and Industrial Consumer and Other Loans Total Allowance for loan losses: Beginning Balance, At December 31, 2017 Charge-offs Recoveries Provision for (recovery of) loan losses Ending Balance, June 30, 2018 Ending Balance: Individually evaluated for impairment Collectively evaluated for impairment Loans: Ending Balance Individually evaluated for impairment Collectively evaluated for impairment Impaired loans and the related allowance at June 30, 2019, December 31, 2018 and June 30, 2018 June 30, 2019 Unpaid Principal Balance Recorded Investment with No Allowance Recorded Investment with Allowance Total Recorded Investment Related Allowance Average Recorded Investment Interest Income Recognized Real estate loans: Total December 31, 2018 Unpaid Principal Balance Recorded Investment with No Allowance Recorded Investment with Allowance Total Recorded Investment Related Allowance Average Recorded Investment Interest Income Recognized Real estate loans: Construction and land development Secured by 1-4 family Other real estate loans Commercial and industrial Total June 30, 2018 Unpaid Principal Balance Recorded Investment with No Allowance Recorded Investment with Allowance Total Recorded Investment Related Allowance Average Recorded Investment Interest Income Recognized Real estate loans: Construction and land development Secured by 1-4 family Other real estate loans Commercial and industrial Total The “Recorded Investment” amounts in the table above represent the outstanding principal balance on each loan represented in the table. The “Unpaid Principal Balance” represents the outstanding principal balance on each loan represented in the table plus any amounts that have been charged off on each loan and/or payments that have been applied towards principal on non-accrual loans. Only loan classes with balances are included in the tables above. As of June 30, Notes to Consolidated Financial Statements (Unaudited) For the three and Note 5. Other Real Estate Owned (OREO) Changes in the balance for OREO are as follows (in thousands): Six Months Ended Year Ended June 30, 2019 December 31, 2018 Balance at the beginning of year, gross Transfers in Sales proceeds Gain on disposition Balance at the end of period, gross Less: valuation allowance Balance at the end of period, net There were no residential real estate properties included in the ending OREO balances above at June 30, 2019 and December 31, The Bank did not have any expenses applicable to OREO for the six months ended June 30, 2019. Net expenses applicable to OREO, other than the provision for losses, were $2 thousand Note 6. Other Borrowings The Company had an unsecured line of credit totaling $5.0 million with a non-affiliated bank at June 30, 2019. There were no borrowings outstanding on the line of credit at June 30, 2019. The interest rate on the line of credit floats at Wall Street Journal Prime Rate plus 0.25% and matures on March 28, 2025. The Bank had unused lines of credit totaling Notes to Consolidated Financial Statements (Unaudited) Note 7. Capital Requirements The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies. The final rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (Basel III rules) became effective January 1, 2015, with full compliance of all the requirements Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total (as defined in the regulations), Tier 1 (as defined), and common equity Tier 1 capital (as defined) to risk-weighted assets (as defined), and of Tier 1 capital to average assets. Management believes, as of June 30, As of June 30, A comparison of the capital of the Bank at June 30, Actual Minimum Capital Requirement Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio Amount Ratio June 30, 2019 December 31, 2018 Total Capital (to Risk-Weighted Assets) Tier 1 Capital (to Risk-Weighted Assets) Common Equity Tier 1 Capital (to Risk-Weighted Assets) Tier 1 Capital (to Average Assets) In addition to the regulatory minimum risk-based capital amounts presented above, the Bank must maintain a capital conservation buffer as required by the Basel III final rules. The buffer began applying to the Bank on January 1, 2016, and is subject to phase-in from 2016 to 2019 in equal annual installments of 0.625%. Accordingly, the Bank was required to maintain a capital conservation buffer of 2.50% and 1.875% Notes to Consolidated Financial Statements (Unaudited) Note 8. Subordinated Debt On October 30, 2015, the Company entered into a Subordinated Loan Agreement (the Agreement) pursuant to which the Company issued an interest only subordinated term note due 2025 in the aggregate principal amount of $5.0 million (the Note). The Note bears interest at a fixed rate of 6.75% per annum. The Note qualifies as Tier 2 capital for regulatory capital purposes and at June 30, The Note has a maturity date of October 1, 2025. Subject to regulatory approval, the Company may prepay the Note, in part or in full, beginning on October 30, 2020. The Note is an unsecured, subordinated obligation of the Company and ranks junior in right of payment to the Company’s senior indebtedness and to the Company’s obligations to its general creditors. The Note ranks equally with all other unsecured subordinated debt, except any which by its terms is expressly stated to be subordinated to the Note. The Note ranks senior to all current and future junior subordinated debt obligations, preferred stock, and common stock of the Company. The Note is not convertible into common stock or preferred stock. The Agreement contains customary events of default such as the bankruptcy of the Company and the non-payment of principal or interest when due. The holder of the Note may accelerate the repayment of the Note only in the event of bankruptcy or similar proceedings and not for any other event of default. Note 9. Junior Subordinated Debt On June 8, 2004, First National (VA) Statutory Trust II (Trust II), a wholly-owned subsidiary of the Company, was formed for the purpose of issuing redeemable capital securities, commonly known as trust preferred securities. On June 17, 2004, $5.0 million of trust preferred securities were issued through a pooled underwriting. The securities have a LIBOR-indexed floating rate of interest. The interest rate at June 30, On July 24, 2006, First National (VA) Statutory Trust III (Trust III), a wholly-owned subsidiary of the Company, was formed for the purpose of issuing redeemable capital securities. On July 31, 2006, $4.0 million of trust preferred securities were issued through a pooled underwriting. The securities have a LIBOR-indexed floating rate of interest. The interest rate at June 30, While these securities are debt obligations of the Company, they are included in capital for regulatory capital ratio calculations. Under present regulations, the junior subordinated debt may be included in Tier 1 capital for regulatory capital adequacy purposes as long as their amount does not exceed 25% of Tier 1 capital, including total junior subordinated debt. The portion of the junior subordinated debt not considered as Tier 1 capital, if any, may be included in Tier 2 capital. At June 30, Note 10. Benefit Plans The Company maintains a 401(k) plan Notes to Consolidated Financial Statements (Unaudited) On March 15, 2019, the Company entered into supplemental executive retirement plans and participation agreements with three of its employees. The See Note 13 of the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, Note 11. Earnings per Common Share Basic earnings per common share represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. The following table presents the computation of basic and diluted earnings per share for the three and six months ended June 30, Three Months Ended Six Months Ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Note 12. Fair Value Measurements The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the “Fair Value Measurement and Disclosures” topic of FASB ASC, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. The fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions. In accordance with this guidance, the Company groups its assets and liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Level 1 - Valuation is based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2 - Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. Level 3 - Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires a significant management judgment or estimation. An instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a recurring basis in the financial statements: Securities available for sale Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or Notes to Consolidated Financial Statements (Unaudited) The following tables present the balances of assets measured at fair value on a recurring basis as of June 30, Fair Value Measurements at June 30, 2019 Description Balance as of June 30, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Securities available for sale Fair Value Measurements at December 31, 2018 Description Balance as of December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Securities available for sale U.S. agency and mortgage-backed securities Certain assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets. The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the financial statements: Loans held for sale Loans held for sale are carried at the lower of cost or market value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). As such, the Company records any fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale during the six months ended June 30, Impaired Loans Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreements will not be collected. The measurement of loss associated with impaired loans can be based on the present value of expected future cash flows discounted at the loan’s effective interest rate, the observable market price of the loan, or the fair value of the collateral less estimated costs to sell. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the Company’s collateral is real estate. The value of real estate collateral is determined utilizing a market valuation Loans are transferred to other real estate owned when the collateral securing them is foreclosed on or acquired through a deed in lieu of foreclosure. The measurement of loss associated with other real estate owned is based on the appraisal documents and assessed the same way as impaired loans described above. Any fair value adjustments are recorded in the period incurred as other real estate owned The following tables summarize the Company’s assets that were measured at fair value on a nonrecurring basis during the periods (dollars in thousands): Fair Value Measurements at June 30, 2019 Description Balance as of June 30, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value Measurements at December 31, 2018 Description Balance as of December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Impaired loans, net Quantitative information about Level 3 Fair Value Measurements for June 30, 2019 Fair Value Valuation Technique Unobservable Input Range Impaired loans, net Property appraisals Selling cost Quantitative information about Level 3 Fair Value Measurements for December 31, 2018 Fair Value Valuation Technique Unobservable Input Range Impaired loans, net Property appraisals Selling cost Accounting guidance requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. Fair Value Measurements at June 30, 2019 Using Carrying Amount Quoted Prices in Active Markets for Identical Assets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Fair Value Financial Assets Cash and short-term investments Securities available for sale Securities held to maturity Restricted securities Loans held for sale Loans, net Bank owned life insurance Accrued interest receivable Financial Liabilities Deposits Subordinated debt Junior subordinated debt Accrued interest payable Fair Value Measurements at December 31, 2018 Using Carrying Amount Quoted Prices in Active Markets for Identical Assets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Fair Value Financial Assets Cash and short-term investments Securities available for sale Securities held to maturity Restricted securities Loans held for sale Loans, net Bank owned life insurance Accrued interest receivable Financial Liabilities Deposits Subordinated debt Junior subordinated debt Accrued interest payable The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk. Note 13. Stock Compensation Plans On May 13, 2014, the Company’s shareholders approved the First National Corporation 2014 Stock Incentive Plan, which makes available up to 240,000 shares of common stock for the granting of stock options, restricted stock awards, stock appreciation rights, and other stock-based awards. Awards are made at the discretion of the Board of Directors and compensation cost equal to the fair value of the award is recognized over the vesting period. Stock Awards Whenever the Company deems it appropriate to grant a stock award, the recipient receives a specified number of unrestricted shares of employer stock. Stock awards may be made by the Company at its discretion without cash consideration and may be granted as settlement of a performance-based compensation award. Restricted Stock Units Restricted stock units are an award of units that correspond in number and value to a specified number of shares of employer stock which the recipient receives according to a vesting plan and distribution schedule after achieving required performance milestones or upon remaining with the employer for a particular length of time. Each restricted stock unit that vests entitles the recipient to receive one share of common stock on a specified issuance date. In the first quarter of A summary of the activity for the Company’s restricted stock units for the period indicated is presented in the following table: Six Months Ended June 30, 2019 Shares Weighted Average Grant Date Fair Value Unvested, beginning of year Granted Vested Forfeited Unvested, end of period Notes to Consolidated Financial Statements (Unaudited) At June 30, Note 14. Accumulated Other Comprehensive Changes in each component of accumulated other comprehensive Net Unrealized Gains (Losses) on Securities Adjustments Related to Pension Benefits Balance at December 31, 2017 Unrealized holding losses (net of tax, ($304)) Pension liability adjustment (net of tax, ($27)) Change during period Balance at June 30, 2018 Balance at December 31, 2018 Unrealized holding gains (net of tax, $776) Unrealized holding losses transferred from held to maturity to available for sale (net of tax, ($91)) Change during period Balance at June 30, 2019 The Company did not have any reclassifications from accumulated other comprehensive income (loss) for the three and six months ended June 30, 2019 and 2018. Note 15. Revenue Recognition On January 1, 2018, the Company adopted ASU No. 2014-09, "Revenue from Contracts with Customers: Topic 606" and all subsequent ASUs that modified Topic 606. Most revenue associated with financial instruments, including interest income, loan origination fees, and credit card fees, is outside the scope of the guidance. Gains and losses on investment securities, derivatives, financial guarantees, and sales of financial instruments are similarly excluded from the scope. The guidance is applicable to noninterest revenue streams such as service charges on deposit accounts, ATM and check card fees, wealth management fees, and fees for other customer services. Noninterest revenue streams within the scope of Topic 606 are discussed below. Service charges on deposit accounts Service charges on deposit accounts consist of monthly service fees, overdraft and nonsufficient funds fees, and other deposit account related fees. The Company's performance obligation for monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers' accounts. Overdraft and nonsufficient funds fees and other deposit account related fees are transactional based, and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time. ATM and check card fees ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. ATM fees are transactional based, and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time. Check card fees are primarily comprised of interchange fee income. Interchange fees are earned whenever the Company's debit cards are processed through card payment networks, such as Visa. The Company's performance obligation for interchange fee income is largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. In compliance with Topic 606, debit card fee income is presented net of associated expense. Notes to Consolidated Financial Statements (Unaudited) Wealth management fees Wealth management fees are primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company's performance obligation is generally satisfied over time and the resulting fees are primarily recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month-end through a direct charge to customers' accounts. Estate management fees are based upon the size of the estate. Revenue for estate management fees are recorded periodically, according to a fee schedule, and are based on the services that have been provided. Fees for other customer services Fees for other customer services include check ordering charges, merchant services income, safe deposit box rental fees, and other service charges. Check ordering charges are transactional based, and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time. Merchant services income mainly represent fees charged to merchants to process their debit and credit card transactions. The Company's performance obligation for merchant services income is largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation. The following table presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three and six months ended June 30, 2019 and 2018 (in thousands): Three Months Ended Six Months Ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Noninterest Income Noninterest income (in-scope of Topic 606) Total noninterest income Note 16. Leases On January 1, 2019, the Company adopted ASU No. 2016-02, "Leases (Topic 842)" and all subsequent ASUs that modified Topic 842. The Company elected the prospective application approach provided by ASU No. 2018-11 and did not adjust prior periods for ASC 842. There was no cumulative effect adjustment at adoption. The Company also elected certain practical expedients within the standard and did not reassess whether any expired or existing contracts are or contain leases, did not reassess the lease classification for any expired or existing leases, and did not reassess any initial direct costs for existing leases. Prior to adoption, all of the Company's leases were classified as operating leases and remained operating leases at adoption. The implementation of the new standard resulted in recognition of a right-of-use asset and lease liability of $390 thousand for leases existing at the date of adoption. Contracts that commence subsequent to adoption are evaluated to determine whether they are or contain a lease in accordance with Topic 842. The Company has elected the practical expedient provided by Topic 842 not to allocate consideration in a contract between lease and non-lease components. The Company also elected, as provided by the standard, not to recognize right-of-use assets and lease liabilities for short-term leases, defined by the standard as leases with terms of 12 months or less. The Company has not entered into any new operating leases since adoption. Notes to Consolidated Financial Statements (Unaudited) Lease liabilities represent the Company's obligation to make lease payments and are presented at each reporting date as the net present value of the remaining contractual cash flows. Cash flows are discounted at the Company's incremental borrowing rate in effect at the commencement date of the lease. Right-of-use assets represent the Company's right to use the underlying asset for the lease term and are calculated as the sum of the lease liability and, if applicable, prepaid rent, initial direct costs, and any incentives received from the lessor. Lease payments Lease payments for short-term leases are recognized as lease expense on a straight-line basis over the lease term, or for variable lease payments, in the period in which the obligation was incurred. Payments for leases with terms longer than twelve months are included in the determination of the lease liability. Payments may be fixed for the term of the lease or variable. If the lease agreement provides a known escalator, such as a specified percentage increase per year or a stated increase at a specified time, the variable payment is included in the cash flows used to determine the lease liability. If the variable payment is based upon an unknown escalator, such as the consumer price index at a future date, the increase is not included in the cash flows used to determine the lease liability. Three of the Company's leases provide known escalators that are included in the determination of the lease liability. The remaining leases do not have variable payments during the term of the lease. Options to extend, residual value guarantees, and restrictions and covenants Of the Company's six leases, five leases offer the option to extend the lease. The calculation of the lease liability includes the additional time and lease payments for options which the Company is reasonably certain it will exercise. None of the Company's leases provide for residual value guarantees and none provide restrictions or covenants that would impact dividends or require incurring additional financial obligations. The following table presents the operating lease right-of-use asset and operating lease liability as of June 30, 2019 (in thousands): Classification in the June 30, 2019 Operating lease right-of-use asset Other assets Operating lease liability Accrued interest payable and other liabilities The following table presents the weighted average remaining operating lease term and the weighted average discount rate for operating leases as of June 30, 2019 (dollars in thousands): June 30, 2019 Weighted average remaining lease term, in years Weighted average discount rate Notes to Consolidated Financial Statements (Unaudited) The following Three Months Ended Six Months Ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Lease Expense Operating lease expense Short-term lease expense Total lease expense (1) Cash paid for amounts included in lease liability (1) Included in occupancy expense in the Company's consolidated statements of income. The following table presents a maturity schedule of undiscounted cash flows that contribute to the operating lease liability as of June 30, 2019 (in thousands): June 30, 2019 Total undiscounted cash flows Operating lease liability The contracts in which the Company is lessee are with parties external to the Company and Cautionary Statement Regarding Forward-Looking Statements The Company makes forward-looking statements in this Form 10-Q that are subject to risks and uncertainties. These forward-looking statements include statements regarding profitability, liquidity, adequacy of capital, allowance for loan losses, interest rate sensitivity, market risk, growth strategy, and financial and other goals. The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends,” or other similar words or terms are intended to identify forward-looking statements. These forward-looking statements are subject to significant uncertainties because they are based upon or are affected by factors including: conditions in the financial markets and economic conditions may adversely affect the Company’s business; the inability of the Company to successfully manage its growth or implement its growth strategy; the Company’s inability to successfully obtain the expected benefits of new or acquired bank branches or entities; intense competition from other businesses both in making loans and attracting deposits; the composition of the loan and deposit portfolio, including the types of accounts and customers, may change, which could impact the amount of net interest income and noninterest income in future periods, including revenue from service charges on deposits; consumers may increasingly decide not to use the Company to complete their financial transactions; limited availability of financing or inability to raise capital; exposure to operational, technological, and organizational risk; reliance on other companies to provide key components of the Company’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses; operational functions of business counterparties over which the Company may have limited or no control may experience disruptions; nonperforming assets take significant time to resolve and adversely affect the Company’s results of operations and financial condition; the level of net charge-offs on loans and the adequacy of the allowance for loan the concentration in loans secured by real estate may adversely affect earnings due to changes in the real estate markets; the value of securities held in the Company's investment portfolio; legislative or regulatory changes or significant litigation; accounting principles, policies and guidelines and elections made by the unexpected loss of management personnel; losses that could arise from breaches in cyber-security and theft of customer account information; increases in FDIC insurance premiums could adversely affect the Company’s profitability; the ability to retain customers and secondary funding sources if the Company’s reputation would become damaged; the effects of changes in tax laws, including the Tax Cuts and Jobs Act, on changes in interest rates could have a negative impact on the Company’s net interest income and an unfavorable impact on the Company’s customers’ ability to repay loans; and • other factors identified in Item 1A. Risk Factors of the Company’s Form 10-K for the year ending December 31, 2018. Because of these and other uncertainties, actual future results may be materially different from the results indicated by these forward-looking statements. In addition, past results of operations do not necessarily indicate future results. The following discussion and analysis of the financial condition at June 30, Executive Overview The Company First National Corporation (the Company) is the bank holding company of: First Bank (the Bank). The Bank owns: First Bank Financial Services, Inc. Shen-Valley Land Holdings, LLC First National (VA) Statutory Trust II (Trust II) First National (VA) Statutory Trust III (Trust III and, together with Trust II, the Trusts) First Bank Financial Services, Inc. invests in entities that provide title insurance and investment services. Shen-Valley Land Holdings, LLC was formed to hold other real estate owned and future office sites. The Trusts were formed for the purpose of issuing redeemable capital securities, commonly known as trust preferred securities and are not included in the Company’s consolidated financial statements in accordance with authoritative accounting guidance because management has determined that the Trusts qualify as variable interest entities. Products, Services, Customers and Locations The Bank offers loan, deposit, and wealth management products and services. Loan products and services include consumer loans, residential mortgages, home equity loans, and commercial loans. Deposit products and services include checking accounts, treasury management solutions, savings accounts, money market accounts, certificates of deposit, and individual retirement accounts. Wealth management services include estate planning, investment management of assets, trustee under an agreement, trustee under a will, individual retirement accounts, and estate settlement. Customers include small and medium-sized businesses, individuals, estates, local governmental entities, and non-profit organizations. The Bank’s office locations are well-positioned in attractive markets along the Interstate 81, Interstate 66, and Interstate 64 corridors in the Shenandoah Valley and central regions of Virginia. Within this market area, there are various types of industry including medical and professional services, manufacturing, retail, warehousing, Federal government, hospitality, and higher education. The Bank’s products and services are delivered through Revenue Sources and Expense Factors The primary source of revenue is from net interest income earned by the Bank. Net interest income is the difference between interest income and interest expense and typically represents between 70% and 80% of the Company’s total revenue. Interest income is determined by the amount of interest-earning assets outstanding during the period and the interest rates earned on those assets. The Bank’s interest expense is a function of the amount of interest-bearing liabilities outstanding during the period and the interest rates paid. In addition to net interest income, noninterest income is the other source of revenue for the Company. Noninterest income is derived primarily from service charges on deposits, fee income from wealth management services, and ATM and check card fees. Primary expense categories are salaries and employee benefits, which comprised Quarterly Financial Performance Net income The Net interest income increased from a higher net interest margin and from higher average earning asset balances. Average earning asset balances increased Based on management's analysis and the supporting allowance for loan loss calculation, a provision for loan losses of $200 thousand was recorded during the second quarter of 2019. A provision for loan losses was not required during the second quarter of 2018 Year-to-Date Financial Performance Net income The Net interest income increased from a higher net interest margin and from higher average earning asset balances. Average earning asset balances increased Based on management's analysis and the supporting allowance for loan loss calculation, a provision for loan losses of Non-GAAP Financial Measures This report refers to the efficiency ratio, which is computed by dividing noninterest expense, excluding OREO (expense)/income and amortization of intangibles, by the sum of net interest income on a tax-equivalent basis and noninterest Efficiency Ratio Three Months Ended Six Months Ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Noninterest expense Add/(Subtract): other real estate owned (expense)/income, net Subtract: amortization of intangibles Tax-equivalent net interest income Noninterest income Efficiency ratio This report also refers to net interest margin, which is calculated by dividing tax equivalent net interest income by total average earning assets. Because a portion of interest income earned by the Company is nontaxable, the tax equivalent net interest income is considered in the calculation of this ratio. Tax equivalent net interest income is calculated by adding the tax benefit realized from interest income that is nontaxable to total interest income then subtracting total interest expense. The tax rate utilized in calculating the tax benefit for both 2019 and 2018is 21% Reconciliation of Net Interest Income to Tax-Equivalent Net Interest Income Three Months Ended Six Months Ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 GAAP measures: Interest income – loans Interest income – investments and other Interest expense – deposits Interest expense – subordinated debt Interest expense – junior subordinated debt Interest expense – other borrowings Total net interest income Non-GAAP measures: Tax benefit realized on non-taxable interest income – loans Tax benefit realized on non-taxable interest income – municipal securities Total tax benefit realized on non-taxable interest income Total tax-equivalent net interest income Critical Accounting Policies General The Company’s consolidated financial statements and related notes are prepared in accordance with GAAP. The financial information contained within the statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset, or relieving a liability. The Bank uses historical losses as one factor in determining the inherent loss that may be present in the loan portfolio. Actual losses could differ significantly from the historical factors used. In addition, GAAP itself may change from one previously acceptable method to another. Although the economics of transactions would be the same, the timing of events that would impact transactions could change. Presented below is a discussion of those accounting policies that management believes are the most important (“Critical Accounting Policies”) to the portrayal and understanding of the Company’s financial condition and results of operations. The Critical Accounting Policies require management’s most difficult, subjective, and complex judgments about matters that are inherently uncertain. In the event that different assumptions or conditions were to prevail, and depending upon the severity of such changes, the possibility of materially different financial condition or results of operations is a reasonable likelihood. Allowance for Loan Losses The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management determines that the loan balance is uncollectible. Subsequent recoveries, if any, are credited to the allowance. For further information about the Company’s loans and the allowance for loan losses, see Notes 3 and 4 to the Consolidated Financial Statements included in this Form 10-Q. The allowance for loan losses is evaluated on a quarterly basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The Company performs regular credit reviews of the loan portfolio to review credit quality and adherence to underwriting standards. The credit reviews consist of reviews by its internal credit administration department and reviews performed by an independent third party. Upon origination, each loan is assigned a risk rating ranging from one to nine, with loans closer to one having less risk. This risk rating scale is The allowance represents an amount that, in management’s judgment, will be adequate to absorb any losses on existing loans that may become uncollectible. Management’s judgment in determining the level of the allowance is based on evaluations of the collectability of loans while taking into consideration such factors as trends in delinquencies and charge-offs, changes in the nature and volume of the loan portfolio, current economic conditions that may affect a borrower’s ability to repay and the value of the collateral, overall portfolio quality, and review of specific potential losses. The evaluation also considers the following risk characteristics of each loan portfolio class: 1-4 family residential mortgage loans carry risks associated with the continued creditworthiness of the borrower and changes in the value of the collateral. Real estate construction and land development loans carry risks that the project may not be finished according to schedule, the project may not be finished according to budget, and the value of the collateral may, at any point in time, be less than the principal amount of the loan. Construction loans also bear the risk that the general contractor, who may or may not be a loan customer, may be unable to finish the construction project as planned because of financial pressure or other factors unrelated to the project. Other real estate loans carry risks associated with the successful operation of a business or a real estate project, in addition to other risks associated with the ownership of real estate, because repayment of these loans may be dependent upon the profitability and cash flows of the business or project. Commercial and industrial loans carry risks associated with the successful operation of a business because repayment of these loans may be dependent upon the profitability and cash flows of the business. In addition, there is risk associated with the value of collateral other than real estate which may depreciate over time and cannot be appraised with as much reliability. Consumer and other loans carry risk associated with the continued creditworthiness of the borrower and the value of the collateral, if any. These loans are typically either unsecured or secured by rapidly depreciating assets such as automobiles. They are also likely to be immediately and adversely affected by job loss, divorce, illness, personal bankruptcy, or other changes in circumstances. The allowance for loan losses consists of specific and general components. The specific component relates to loans that are classified as impaired, and is established when the discounted cash flows, fair value of collateral less estimated costs to sell, or observable market price of the impaired loan is lower than the carrying value of that loan. For collateral dependent loans, an updated appraisal is ordered if a current one is not on file. Appraisals are typically performed by independent third-party appraisers with relevant industry experience. Adjustments to the appraised value may be made based on recent sales of like properties or general market conditions among other considerations. The general component covers loans that are not considered impaired and is based on historical loss experience adjusted for qualitative factors. The historical loss experience is calculated by loan type and uses an average loss rate during the preceding twelve quarters. The qualitative factors are assigned by management based on delinquencies and asset quality, national and local economic trends, effects of the changes in the value of underlying collateral, trends in volume and nature of loans, effects of changes in the lending policy, the experience and depth of management, concentrations of credit, quality of the loan review system, and the effect of external factors such as competition and regulatory requirements. The factors assigned differ by loan type. The general allowance estimates losses whose impact on the portfolio has yet to be recognized by a specific allowance. Allowance factors and the overall size of the allowance may change from period to period based on management’s assessment of the above described factors and the relative weights given to each factor. For further information regarding the allowance for loan losses, see Note 4 to the Consolidated Financial Statements included in this Form 10-Q. Lending Policies General In an effort to manage risk, the Bank’s loan policy gives loan amount approval limits to individual loan officers based on their position within the Bank and level of experience. The Management Loan Committee can approve new loans up to their authority. The Board Loan Committee approves all loans which exceed the authority of the Management Loan Committee. The full Board of Directors must approve loans which exceed the authority of the Board Loan Committee, up to the Bank’s legal lending limit. The Board Loan Committee currently consists of Residential loan originations are primarily generated by mortgage loan officer solicitations and referrals by employees, real estate professionals, and customers. Commercial real estate loan originations and commercial and industrial loan originations are primarily obtained through direct solicitation and additional business from existing customers. All completed loan applications are reviewed by the Bank’s loan officers. As part of the application process, information is obtained concerning the income, financial condition, employment, and credit history of the applicant. The Bank also participates in commercial real estate loans and commercial and industrial loans originated by other financial institutions that are typically outside its market area. In addition, the Bank purchases consumer loans originated by other financial institutions that are typically outside its market area. Loan quality is analyzed based on the Bank’s experience and credit underwriting guidelines depending on the type of loan involved. Except for loan participations with other financial institutions, real estate collateral is valued by independent appraisers who have been pre-approved by the Board Loan Committee. As part of the ongoing monitoring of the credit quality of the Company’s loan portfolio, certain appraisals are analyzed by management or by an outsourced appraisal review specialist throughout the year in order to ensure standards of quality are met. The Company also obtains an independent review of loans within the portfolio on an annual basis to analyze loan risk ratings and validate specific reserves on impaired loans. In the normal course of business, the Bank makes various commitments and incurs certain contingent liabilities which are disclosed but not reflected in its financial statements, including commitments to extend credit. At June 30, Construction and Land Development Lending The Bank makes local construction loans, including residential and land acquisition and development loans. These loans are secured by the property under construction and the underlying land for which the loan was obtained. The majority of these loans 1-4 family residential lending activity may be generated by Bank loan officer solicitations and referrals by real estate professionals and existing or new bank customers. Loan applications are taken by a Bank loan officer. As part of the application process, information is gathered concerning income, employment, and credit history of the applicant. Residential mortgage loans generally are made on the basis of the borrower’s ability to make payments from employment and other income and are secured by real estate whose value tends to be readily ascertainable. In addition to the Bank’s underwriting standards, loan quality may be analyzed based on guidelines issued by a secondary market investor. The valuation of residential collateral is generally provided by independent fee appraisers who have been approved by the Board Loan Committee. In addition to originating Commercial Real Estate Lending Commercial real estate loans are secured by various types of commercial real estate typically in the Bank’s market area, including multi-family residential buildings, office and retail buildings, hotels, industrial buildings, and religious facilities. Commercial real estate loan originations are primarily obtained through direct solicitation of customers and potential customers. The valuation of commercial real estate collateral is provided by independent appraisers who have been approved by the Board Loan Committee. Commercial real estate lending entails significant additional risk, compared with residential mortgage lending. Commercial real estate loans typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. Additionally, the payment experience on loans secured by income producing properties is typically dependent on the successful operation of a business or a real estate project and thus may be subject, to a greater extent, to adverse conditions in the real estate market or in the economy in general. The Bank’s commercial real estate loan underwriting Commercial and Industrial Lending Commercial and industrial loans generally have a higher degree of risk than loans secured by real estate, but typically have higher yields. Commercial Consumer Lending Loans to individual borrowers may be secured or unsecured, and include unsecured consumer loans and lines of credit, automobile loans, deposit account loans, and installment and demand loans. These consumer loans may entail greater risk than residential mortgage loans, particularly in the case of consumer loans which are unsecured or secured by rapidly depreciating assets such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss, or depreciation. Consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness, or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans. The underwriting standards employed by the Bank for consumer loans include a determination of the applicant’s payment history on other debts and an assessment of ability to meet existing obligations and payments on a proposed loan. The stability of the applicant’s monthly income may be determined by verification of gross monthly income from primary employment, and additionally from any verifiable secondary income. Also included in this category are loans purchased through a third-party lending program. These portfolios include consumer loans and carry risks associated with the borrower, changes in the economic environment, and the vendor itself. The Company manages these risks through policies that require minimum credit scores and other underwriting requirements, robust analysis of actual performance versus expected performance, as well as ensuring compliance with the Company's vendor management program. Results of Operations General Net interest income represents the primary source of earnings for the Company. Net interest income equals the amount by which interest income on interest-earning assets, predominantly loans and securities, exceeds interest expense on interest-bearing liabilities, including deposits, other borrowings, subordinated debt, and junior subordinated debt. Changes in the volume and mix of interest-earning assets and interest-bearing liabilities, as well as their respective yields and rates, are the components that impact the level of net interest income. The net interest margin is calculated by dividing tax-equivalent net interest income by average earning assets. The provision for loan losses, noninterest income, and noninterest expense are the other components that determine net income. Noninterest income and expense primarily consists of income from service charges on deposit accounts, revenue from wealth management services, ATM and check card income, revenue from other customer services, income from bank owned life insurance, general and administrative expenses, amortization expense, and other real estate owned Net Interest Income For the three months ended June 30, The higher yield on earning assets was attributable to an increase in yields on loans and interest-bearing deposits in banks, which benefited from increases in market rates. The 11 basis point increase in the yield on loans had the largest impact on the increase in the yield on earning assets, when comparing the periods. The increase in interest expense as a percent of average earning assets was primarily attributable to higher interest rates paid on deposits, which was impacted by higher short-term market rates and competition. The cost of interest-bearing checking accounts and money market accounts had the largest impact as their costs increased by 28 basis points and 53 basis points, respectively, when comparing the periods. For the six months ended June 30, 2019, net interest income increased $486 thousand, or 4%, to $13.9 million, compared to $13.4 million for the same period in 2018. The increase resulted from a higher net interest margin and higher average earning asset balances. Average earning asset balances increased 1%, and the net interest margin increased 10 basis points to 3.93% for the six months ended June 30, 2019, compared to 3.83% for the same period in 2018. The increase in the net interest margin resulted from a 30 basis point increase in the yield on total earning assets, which was partially offset by a 21 basis point increase in interest expense as a percent of average earning assets. The higher yield on earning assets was attributable to an increase in yields on loans, securities, and interest-bearing deposits in banks, which all benefited from increases in market rates. The The increase in interest expense as a percent of average earning assets was primarily attributable to higher interest rates paid on The following tables show interest income on earning assets and related average yields as well as interest expense on interest-bearing liabilities and related average rates paid for the periods indicated (dollars in thousands): Average Balances, Income and Expenses, Yields and Rates (Taxable Equivalent Basis) Three Months Ended June 30, 2019 June 30, 2018 Average Balance Interest Income/ Expense Yield/ Rate Average Balance Interest Income/ Expense Yield/ Rate Assets Securities: Taxable Tax-exempt (1) Restricted Total securities Loans: (2) Taxable Tax-exempt (1) Total loans Federal funds sold Interest-bearing deposits with other institutions Total earning assets Less: allowance for loan losses Total non-earning assets Total assets Liabilities and Shareholders’ Equity Interest bearing deposits: Checking Regular savings Money market accounts Time deposits: $100,000 and over Under $100,000 Brokered Total interest-bearing deposits Federal funds purchased Subordinated debt Junior subordinated debt Total interest-bearing liabilities Non-interest bearing liabilities Demand deposits Other liabilities Total liabilities Shareholders’ equity Total liabilities and Shareholders’ equity Net interest income Interest rate spread Cost of funds Interest expense as a percent of average earning assets Net interest margin (1) Income and yields are reported on a taxable-equivalent basis assuming a federal tax rate of 21% (2) Loans placed on a non-accrual status are reflected in the balances. Six Months Ended June 30, 2019 June 30, 2018 Average Balance Interest Income/ Expense Yield/ Rate Average Balance Interest Income/ Expense Yield/ Rate Assets Securities: Taxable Tax-exempt (1) Restricted Total securities Loans: (2) Taxable Tax-exempt (1) Total loans Federal funds sold Interest-bearing deposits with other institutions Total earning assets Less: allowance for loan losses Total non-earning assets Total assets Liabilities and Shareholders’ Equity Interest bearing deposits: Checking Regular savings Money market accounts Time deposits: $100,000 and over Under $100,000 Brokered Total interest-bearing deposits Federal funds purchased Subordinated debt Junior subordinated debt Other borrowings Total interest-bearing liabilities Non-interest bearing liabilities Demand deposits Other liabilities Total liabilities Shareholders’ equity Total liabilities and Shareholders’ equity Net interest income Interest rate spread Cost of funds Interest expense as a percent of average earning assets Net interest margin (1) Income and yields are reported on a taxable-equivalent basis assuming a federal tax rate of 21% (2) Loans placed on a non-accrual status are reflected in the balances. Provision for Loan Losses The Bank recorded a provision for loan losses of $200 thousand during the second quarter of 2019, which resulted in a total allowance for loan losses of $5.0 million, or 0.87% of total loans, at June 30, 2019. The Bank did not record a provision for loan losses during the second quarter of 2018 The provision for loan losses for the quarter ended June 30, A provision for loan losses was not recorded during the second quarter of 2018 as net charge-offs on loans were offset by a decrease in the general reserve component of the allowance for loan losses. For the six months ended June 30, The Bank recorded a provision for loan losses of $100 thousand for the six months ended June 30, 2018 as net charge-offs on loans were only partially offset by a decrease in the general reserve component of the allowance for loan losses. Noninterest Income Noninterest income For the six months ended June 30, 2019, noninterest income decreased $680 thousand, or 14%, to $4.0 million, compared to $4.7 million for the same period in 2018. The decrease in noninterest income was primarily attributable to a $130 thousand, or 8%, decrease in service charges on deposit accounts, a $434 thousand decrease in income from bank owned life insurance, and a $258 thousand decrease in other operating income. The decrease in service charges on deposit accounts was a result of lower overdraft revenue. The decrease in income from bank owned life insurance resulted primarily from $469 thousand of life insurance benefits recorded during the first quarter of 2018 due to the death of an employee. The Noninterest Expense Noninterest expense increased For the six months ended June 30, 2019, noninterest expense increased $598 thousand, or 5%, to $12.3 million, compared to $11.7 million for the same period in 2018. The increase in noninterest expense was primarily attributable to a $208 thousand, or 3%, increase in salaries and employee benefits, a Income Taxes Income tax expense decreased by $99 thousand for the second quarter of 2019 and decreased by $101 thousand for the six months ended June 30, Financial Condition General Total assets increased by At June 30, Total shareholders' equity increased by Loans Loans, net of the allowance for loan losses, increased The Company, through its banking subsidiary, grants mortgage, commercial, and consumer loans to customers. The Bank segments its loan portfolio into real estate loans, commercial and industrial loans, and consumer and other loans. Real estate loans are further divided into the following classes: Construction and Land Development; 1-4 Family Residential; and Other Real Estate Loans. Descriptions of the Company’s loan classes are as follows: Real Estate Loans – Construction and Land Development Real Estate Loans – 1-4 Family Real Estate Loans – Other Commercial and Industrial Loans: Consumer and Other Loans A substantial portion of the loan portfolio is represented by residential and commercial loans secured by real estate throughout the Bank's market area. The ability of the Bank’s debtors to honor their contracts may be impacted by the real estate and general economic conditions in this area. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances less the allowance for loan losses and any deferred fees or costs on originated loans. Interest income is accrued and credited to income based on the unpaid principal balance. Loan origination A loan’s past due status is based on the contractual due date of the most delinquent payment due. Loans are generally placed on non-accrual status when the collection of principal or interest is 90 days or more past due, or earlier, if collection is uncertain based on an evaluation of the net realizable value of the collateral and the financial strength of the borrower. Loans greater than 90 days past due may remain on accrual status if management determines it has adequate collateral to cover the principal and interest. Loans greater than 90 days past due and still accruing totaled All interest accrued but not collected for loans that are placed on non-accrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. When a loan is returned to accrual status, interest income is recognized based on the new effective yield to maturity of the loan. Any unsecured loan that is deemed uncollectible is charged-off in full. Any secured loan that is considered by management to be uncollectible is partially charged-off and carried at the fair value of the collateral less estimated selling costs. This charge-off policy applies to all loan segments. Impaired Loans A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value (net of selling costs), and the probability of collecting scheduled principal and interest payments when due. Additionally, management generally evaluates substandard and doubtful loans greater than $250 thousand for impairment. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair market value of the collateral, net of selling costs, if the loan is collateral dependent. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company typically does not separately identify individual consumer, residential, and certain small commercial loans that are less than $250 thousand for impairment disclosures, except for troubled debt restructurings (TDRs) as noted below. The recorded investment in impaired loans totaled Troubled Debt Restructurings (TDR) In situations where, for economic or legal reasons related to a borrower’s financial condition, management grants a concession to the borrower that it would not otherwise consider, the related loan is classified as a TDR. TDRs are considered impaired loans. Upon designation as a TDR, the Company evaluates the borrower’s payment history, past due status, and ability to make payments based on the revised terms of the loan. If a loan was accruing prior to being modified as a TDR and if the Company concludes that the borrower is able to make such payments, and there are no other factors or circumstances that would cause it to conclude otherwise, the loan will remain on an accruing status. If a loan was on non-accrual status at the time of the TDR, the loan will remain on non-accrual status following the modification and may be returned to accrual status based on the policy for returning loans to accrual status as noted above. There were Management classifies non-performing assets as non-accrual loans and Non-performing assets totaled At June 30, Loans greater than 90 days past due and still accruing totaled The allowance for loan losses represents management’s analysis of the existing loan portfolio and related credit risks. The provision for loan losses is based upon management’s current estimate of the amount required to maintain an adequate allowance for loan losses reflective of the risks in the loan portfolio. The allowance for loan losses totaled $5.0 million at June 30, Recoveries of loan losses of Impaired loans totaled Management believes, based upon its review and analysis, that the Bank has sufficient reserves to cover losses inherent within the loan portfolio. For each period presented, the provision for loan losses charged to expense was based on management’s judgment after taking into consideration all factors connected with the collectability of the existing portfolio. Management considers economic conditions, historical loss factors, past due percentages, internally generated loan quality reports, and other relevant factors when evaluating the loan portfolio. There can be no assurance, however, that an additional provision for loan losses will not be required in the future, including as a result of changes in the qualitative factors underlying management’s estimates and judgments, changes in accounting standards, adverse developments in the economy, on a national basis or in the Company’s market area, loan growth, or changes in the circumstances of particular borrowers. For further discussion regarding the allowance for loan losses, see “Critical Accounting Policies” above. Securities The securities portfolio plays a primary role in the management of the Company’s interest rate sensitivity and serves as a source of liquidity. The portfolio is used as needed to meet collateral requirements, such as those related to secure public deposits and balances with the Reserve Bank. The investment portfolio consists of held to maturity, available for sale, and restricted securities. Securities are classified as available for sale or held to maturity based on the Company’s investment strategy and management’s assessment of the intent and ability to hold the securities until maturity. Management determines the appropriate classification of securities at the time of purchase. If management has the intent and the Company has the ability at the time of purchase to hold the investment securities to maturity, they are classified as investment securities held to maturity and are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts using the interest method. Investment securities which the Company may not hold to maturity are classified as investment securities available for sale, as management has the intent and ability to hold such investment securities for an indefinite period of time, but not necessarily to maturity. Securities available for sale may be sold in response to changes in market interest rates, changes in prepayment risk, increases in loan demand, general liquidity needs and other similar factors and are carried at estimated fair value. Restricted securities, including Federal Home Loan Bank, Federal Reserve Bank, and Community Bankers’ Bank stock, are generally viewed as long-term investments because there is minimal market for the stock and are carried at cost. Securities at June 30, Deposits At June 30, Liquidity Liquidity represents the ability to meet present and future financial obligations through either the sale or maturity of existing assets or with borrowings from correspondent banks or other deposit markets. The Company classifies cash, interest-bearing and noninterest-bearing deposits with banks, federal funds sold, investment securities, and loans maturing within one year as liquid assets. As part of the Bank’s liquidity risk management, stress tests and cash flow modeling are performed quarterly. As a result of the Bank’s management of liquid assets and the ability to generate liquidity through liability funding, management believes that the Bank maintains overall liquidity sufficient to satisfy its depositors’ requirements and to meet its customers’ borrowing needs. At June 30, Capital Resources The adequacy of the Company’s capital is reviewed by management on an ongoing basis with reference to the size, composition, and quality of the Company’s asset and liability levels and consistent with regulatory requirements and industry standards. Management seeks to maintain a capital structure that will assure an adequate level of capital to support anticipated asset growth and absorb potential losses. The Company meets eligibility criteria of a small bank holding company in accordance with the Federal Reserve Board’s Small Bank Holding Company Policy Statement, Effective January 1, 2015, the The The following table shows the Bank’s regulatory capital ratios at June 30, First Bank Total capital to risk-weighted assets Tier 1 capital to risk-weighted assets Common equity Tier 1 capital to risk-weighted assets Tier 1 capital to average assets Capital conservation buffer ratio (1) Calculated by subtracting the regulatory minimum capital ratio requirements from the Company’s actual ratio for Common equity Tier 1, Tier 1, and Total risk based capital. The lowest of the three measures represents the Bank’s capital conservation buffer ratio. The Contractual Obligations There have been no material changes outside the ordinary course of business to the contractual obligations disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, Off-Balance Sheet Arrangements The Company, through the Bank, is a party to credit related financial instruments with risk not reflected in the consolidated financial statements in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit, and commercial letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Bank’s exposure to credit loss is represented by the contractual amount of these commitments. The Bank follows the same credit policies in making commitments as it does for on-balance sheet instruments. Commitments to extend credit, which amounted to Unfunded commitments under commercial lines of credit, revolving credit lines, and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines of credit are collateralized as deemed necessary and Commercial and standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. Essentially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank generally holds collateral supporting those commitments if deemed necessary. At June 30, At June 30, Not required. The Company maintains disclosure controls and procedures that are designed to provide assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods required by the SEC and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation of it that occurred during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting. There are no material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company is a party or to which the property of the Company is subject. There were no material changes to the Company’s risk factors as disclosed in its Annual Report on Form 10-K for the year ended December 31, None None None None The following documents are attached hereto as Exhibits: 31.1 Certification of Chief Executive Officer, Section 302 31.2 Certification of Chief Financial Officer, Section 302 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 101 The following materials from First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FIRST NATIONAL CORPORATION (Registrant) /s/ Scott C. Harvard August Scott C. Harvard Date President and Chief Executive Officer /s/ M. Shane Bell August M. Shane Bell Date Executive Vice President and Chief Financial Officer 52TABLE OF CONTENTSPagePART I – FINANCIAL INFORMATION June 30, December 31, 2019 2018* $ 12,354 $ 13,378 10,716 15,240 119,510 99,857 18,828 43,408 1,701 1,688 675 419 569,959 537,847 20,182 20,066 2,163 2,113 17,193 13,991 302 472 4,801 4,490 $ 778,384 $ 752,969 $ 186,553 $ 181,964 385,399 369,383 117,863 119,219 $ 689,815 $ 670,566 4,974 4,965 9,279 9,279 1,507 1,485 $ 705,575 $ 686,295 $ — $ — 6,206 6,197 7,566 7,471 58,268 54,814 769 (1,808 ) $ 72,809 $ 66,674 $ 778,384 $ 752,969 (unaudited) June 30,
2018 December 31,
2017*Assets Cash and due from banks $ 13,501 $ 11,358 Interest-bearing deposits in banks 27,762 28,628 Securities available for sale, at fair value 106,707 89,255 Securities held to maturity, at amortized cost (fair value, 2018, $44,416; 2017, $47,702) 45,701 48,208 Restricted securities, at cost 1,590 1,570 Loans held for sale 1,195 438 Loans, net of allowance for loan losses, 2018, $5,039; 2017, $5,326 525,894 516,875 Other real estate owned, net of valuation allowance, 2018, $0; 2017, $0 68 326 Premises and equipment, net 19,633 19,891 Accrued interest receivable 2,073 1,916 Bank owned life insurance 13,787 13,967 Core deposit intangibles, net 679 930 Other assets 4,774 5,748 Total assets $ 763,364 $ 739,110 Liabilities and Shareholders’ Equity Liabilities Deposits: Noninterest-bearing demand deposits $ 196,839 $ 180,912 Savings and interest-bearing demand deposits 367,399 361,417 Time deposits 122,291 122,651 Total deposits $ 686,529 $ 664,980 Subordinated debt 4,956 4,948 Junior subordinated debt 9,279 9,279 Accrued interest payable and other liabilities 952 1,749 Total liabilities $ 701,716 $ 680,956 Shareholders’ Equity Preferred stock, par value $1.25 per share; authorized 1,000,000 shares; none issued and outstanding $ — $ — Common stock, par value $1.25 per share; authorized 8,000,000 shares; issued and outstanding, 2018, 4,953,356 shares; 2017, 4,945,702 shares 6,192 6,182 Surplus 7,346 7,260 Retained earnings 50,313 45,670 Accumulated other comprehensive loss, net (2,203 ) (958 ) Total shareholders’ equity $ 61,648 $ 58,154 Total liabilities and shareholders’ equity $ 763,364 $ 739,110 FIRST NATIONAL CORPORATION June 30, June 30, June 30, June 30, 2019 2018 2019 2018 $ 7,200 $ 6,546 $ 14,196 $ 12,851 133 186 243 346 696 776 1,433 1,456 159 156 315 301 26 22 50 44 $ 8,214 $ 7,686 $ 16,237 $ 14,998 $ 1,051 $ 665 $ 1,973 $ 1,255 90 89 179 178 108 101 219 187 — — 2 — $ 1,249 $ 855 $ 2,373 $ 1,620 $ 6,965 $ 6,831 $ 13,864 $ 13,378 200 — 200 100 $ 6,765 $ 6,831 $ 13,664 $ 13,278 $ 715 $ 784 $ 1,416 $ 1,546 573 555 1,090 1,074 458 409 895 816 153 151 328 304 99 77 202 636 25 15 47 24 12 76 42 300 $ 2,035 $ 2,067 $ 4,020 $ 4,700 $ 3,375 $ 3,227 $ 6,818 $ 6,610 401 387 839 787 409 420 829 843 239 161 380 270 91 88 164 168 303 223 544 414 225 211 441 414 35 66 104 148 136 118 266 233 79 98 162 134 179 170 352 332 44 42 92 103 80 120 170 251 — 1 — (22 ) 634 532 1,167 1,045 $ 6,230 $ 5,864 $ 12,328 $ 11,730 Three Months Ended Six Months Ended June 30,
2018 June 30,
2017 June 30,
2018 June 30,
2017Interest and Dividend Income Interest and fees on loans $ 6,546 $ 5,933 $ 12,851 $ 11,579 Interest on deposits in banks 186 86 346 147 Interest and dividends on securities: Taxable interest 776 634 1,456 1,296 Tax-exempt interest 156 145 301 288 Dividends 22 21 44 41 Total interest and dividend income $ 7,686 $ 6,819 $ 14,998 $ 13,351 Interest Expense Interest on deposits $ 665 $ 405 $ 1,255 $ 788 Interest on subordinated debt 89 89 178 178 Interest on junior subordinated debt 101 76 187 144 Total interest expense $ 855 $ 570 $ 1,620 $ 1,110 Net interest income $ 6,831 $ 6,249 $ 13,378 $ 12,241 Provision for loan losses — — 100 — Net interest income after provision for loan losses $ 6,831 $ 6,249 $ 13,278 $ 12,241 Noninterest Income Service charges on deposit accounts $ 784 $ 735 $ 1,546 $ 1,490 ATM and check card fees 555 527 1,074 1,028 Wealth management fees 409 355 816 702 Fees for other customer services 151 137 304 277 Income from bank owned life insurance 77 102 636 195 Net gains on securities available for sale — 13 — 13 Net gains on sale of loans 15 34 24 67 Other operating income 76 75 300 147 Total noninterest income $ 2,067 $ 1,978 $ 4,700 $ 3,919 Noninterest Expense Salaries and employee benefits $ 3,227 $ 3,122 $ 6,610 $ 6,364 Occupancy 387 348 787 715 Equipment 420 400 843 808 Marketing 161 136 270 272 Supplies 88 105 168 196 Legal and professional fees 223 245 414 442 ATM and check card expense 211 229 414 391 FDIC assessment 66 77 148 156 Bank franchise tax 118 110 233 214 Telecommunications expense 98 108 134 218 Data processing expense 170 152 332 302 Postage expense 42 74 103 135 Amortization expense 120 160 251 329 Other real estate owned expense (income), net 1 4 (22 ) 6 Other operating expense 532 435 1,045 908 Total noninterest expense $ 5,864 $ 5,705 $ 11,730 $ 11,456 June 30, June 30, June 30, June 30, 2019 2018 2019 2018 $ 2,570 $ 3,034 $ 5,356 $ 6,248 484 583 1,009 1,110 $ 2,086 $ 2,451 $ 4,347 $ 5,138 $ 0.42 $ 0.49 $ 0.88 $ 1.04 $ 0.42 $ 0.49 $ 0.88 $ 1.04 Three Months Ended Six Months Ended June 30,
2018 June 30,
2017 June 30,
2018 June 30,
2017Income before income taxes $ 3,034 $ 2,522 $ 6,248 $ 4,704 Income tax expense 583 766 1,110 1,405 Net income $ 2,451 $ 1,756 $ 5,138 $ 3,299 Earnings per common share Basic $ 0.49 $ 0.36 $ 1.04 $ 0.67 Diluted $ 0.49 $ 0.36 $ 1.04 $ 0.67 FIRST NATIONAL CORPORATION June 30, June 30, June 30, June 30, 2019 2018 2019 2018 $ 2,086 $ 2,451 $ 4,347 $ 5,138 1,389 (284 ) 2,917 (1,146 ) — — (340 ) — — — — (99 ) 1,389 (284 ) 2,577 (1,245 ) $ 3,475 $ 2,167 $ 6,924 $ 3,893 Three Months Ended Six Months Ended June 30,
2018 June 30,
2017 June 30,
2018 June 30,
2017Net income $ 2,451 $ 1,756 $ 5,138 $ 3,299 Other comprehensive (loss) income, net of tax, Unrealized holding (losses) gains on available for sale securities, net of tax ($75) and $201 for the three months and ($304) and $397 for the six months ended June 30, 2018 and 2017, respectively (284 ) 392 (1,146 ) 773 Reclassification adjustment for gains included in net income, net of tax $0 and ($4) for the three months and $0 and ($4) for the six months ended June 30, 2018 and 2017, respectively — (9 ) — (9 ) Pension liability adjustment, net of tax $0 and $0 for the three months and ($27) and $0 for the six months ended June 30, 2018 and 2017, respectively — — (99 ) — Total other comprehensive (loss) income (284 ) 383 (1,245 ) 764 Total comprehensive income $ 2,167 $ 2,139 $ 3,893 $ 4,063 FIRST NATIONAL CORPORATION June 30, June 30, 2019 2018 $ 4,347 $ 5,138 669 681 170 251 9 8 (4,017 ) (2,057 ) 3,808 1,324 (47 ) (24 ) 200 100 — (24 ) (202 ) (167 ) 285 274 (32 ) (43 ) 68 89 (2 ) (7 ) (78 ) 51 (50 ) (157 ) (711 ) 1,234 (183 ) (896 ) $ 4,234 $ 5,775 $ 8,209 $ 8,064 1,089 2,413 (1,394 ) (27,146 ) (13 ) (20 ) (785 ) (423 ) — 350 (3,000 ) — — 347 (32,312 ) (9,187 ) $ (28,206 ) $ (25,602 ) Six Months Ended June 30,
2018 June 30,
2017Cash Flows from Operating Activities Net income $ 5,138 $ 3,299 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of premises and equipment 681 697 Amortization of core deposit intangibles 251 329 Amortization of debt issuance costs 8 9 Origination of loans held for sale (2,057 ) (4,582 ) Proceeds from sale of loans held for sale 1,324 3,987 Net gains on sales of loans held for sale (24 ) (67 ) Provision for loan losses 100 — Net gains on securities available for sale — (13 ) Net gains on sale of other real estate owned (24 ) — Increase in cash value of bank owned life insurance (167 ) (187 ) Accretion of discounts and amortization of premiums on securities, net 274 313 Accretion of premium on time deposits (43 ) (56 ) Stock-based compensation 89 76 Excess tax benefits on stock-based compensation (7 ) (14 ) Deferred income tax expense (benefit) 51 (157 ) Changes in assets and liabilities: (Increase) decrease in interest receivable (157 ) 18 Decrease in other assets 1,234 1 Decrease in accrued expenses and other liabilities (896 ) (412 ) Net cash provided by operating activities $ 5,775 $ 3,241 Cash Flows from Investing Activities Proceeds from maturities, calls, and principal payments of securities available for sale $ 8,064 $ 7,103 Proceeds from maturities, calls, and principal payments of securities held to maturity 2,413 2,468 Purchases of securities available for sale (27,146 ) (1,079 ) Net purchase of restricted securities (20 ) (22 ) Purchase of premises and equipment (423 ) (413 ) Proceeds from sale of other real estate owned 350 — Proceeds from cash value of bank owned life insurance 347 — Net increase in loans (9,187 ) (17,643 ) Net cash used in investing activities $ (25,602 ) $ (9,586 ) June 30, June 30, 2019 2018 $ 20,605 $ 21,909 (1,324 ) (317 ) (837 ) (464 ) (20 ) (24 ) $ 18,424 $ 21,104 $ (5,548 ) $ 1,277 $ 28,618 $ 39,986 $ 23,070 $ 41,263 $ 2,371 $ 1,656 Income taxes $ 1,027 $ 96 $ 3,693 $ (1,450 ) $ (431 ) $ — $ 23,036 $ — $ — $ (126 ) $ — $ 68 $ 56 $ 31 Six Months Ended June 30,
2018 June 30,
2017Cash Flows from Financing Activities Net increase in demand deposits and savings accounts $ 21,909 $ 21,765 Net decrease in time deposits (317 ) (5,451 ) Cash dividends paid on common stock, net of reinvestment (464 ) (323 ) Repurchase of common stock (24 ) — Net cash provided by financing activities $ 21,104 $ 15,991 Increase in cash and cash equivalents $ 1,277 $ 9,646 Cash and Cash Equivalents Beginning $ 39,986 $ 41,092 Ending $ 41,263 $ 50,738 Supplemental Disclosures of Cash Flow Information Cash payments for: Interest $ 1,656 $ 1,174 Income Taxes $ 96 $ 1,736 Supplemental Disclosures of Noncash Investing and Financing Activities Unrealized (losses) gains on securities available for sale $ (1,450 ) $ 1,157 Change in pension liability $ (126 ) $ — Transfer from loans to other real estate owned $ 68 $ — Issuance of common stock, dividend reinvestment plan $ 31 $ 23 FIRST NATIONAL CORPORATION $ 6,191 $ 7,312 $ 48,109 $ (1,919 ) $ 59,693 — — 2,451 — 2,451 — — — (284 ) (284 ) — — (247 ) — (247 ) — 19 — — 19 1 15 — — 16 $ 6,192 $ 7,346 $ 50,313 $ (2,203 ) $ 61,648 $ 6,204 $ 7,515 $ 56,629 $ (620 ) $ 69,728 — — 2,086 — 2,086 — — — 1,389 1,389 — — (447 ) — (447 ) — 25 — — 25 2 26 — — 28 $ 6,206 $ 7,566 $ 58,268 $ 769 $ 72,809 $ 6,182 $ 7,260 $ 45,670 $ (958 ) $ 58,154 — — 5,138 — 5,138 — — — (1,245 ) (1,245 ) — — (495 ) — (495 ) — 89 — — 89 2 29 — — 31 9 (9 ) — — — (1 ) (23 ) — — (24 ) $ 6,192 $ 7,346 $ 50,313 $ (2,203 ) $ 61,648 Retained Earnings $ 6,197 $ 7,471 $ 54,814 $ (1,808 ) $ 66,674 — — 4,347 — 4,347 — — — 2,577 2,577 — — (893 ) — (893 ) — 68 — — 68 4 52 — — 56 7 (7 ) — — — (2 ) (18 ) — — (20 ) $ 6,206 $ 7,566 $ 58,268 $ 769 $ 72,809 PreferredStock CommonStock Surplus RetainedEarnings AccumulatedOtherComprehensiveLoss Total Balance, December 31, 2016 $ — $ 6,162 $ 7,093 $ 39,756 $ (860 ) $ 52,151 Net income — — — 3,299 — 3,299 Other comprehensive income — — — — 764 764 Cash dividends on common stock ($0.07 per share) — — — (346 ) — (346 ) Stock-based compensation — — 76 — — 76 Issuance of 1,665 shares common stock, dividend reinvestment plan — 2 21 — — 23 Issuance of 10,536 shares common stock, stock incentive plan — 13 (13 ) — — — Balance, June 30, 2017 $ — $ 6,177 $ 7,177 $ 42,709 $ (96 ) $ 55,967 PreferredStock CommonStock Surplus RetainedEarnings AccumulatedOtherComprehensiveLoss Total Balance, December 31, 2017 $ — $ 6,182 $ 7,260 $ 45,670 $ (958 ) $ 58,154 Net income — — — 5,138 — 5,138 Other comprehensive loss — — — — (1,245 ) (1,245 ) Cash dividends on common stock ($0.10 per share) — — — (495 ) — (495 ) Stock-based compensation — — 89 — — 89 Issuance of 1,632 shares common stock, dividend reinvestment plan — 2 29 — — 31 Issuance of 7,339 shares common stock, stock incentive plan — 9 (9 ) — — — Repurchase of 1,317 shares of common stock, stock incentive plan — (1 ) (23 ) — — (24 ) Balance, June 30, 2018 $ — $ 6,192 $ 7,346 $ 50,313 $ (2,203 ) $ 61,648 920182019 and December 31, 2017,2018, the statements of income and comprehensive income for the three and six months ended June 30, 20182019 and 2017 and2018, the cash flows for the six months ended June 30, 2019 and 2018, and the changes in shareholders’ equity for the three and six months ended June 30, 20182019 and 2017.2018. The statements should be read in conjunction with the consolidated financial statements and related notes included in the Annual Report on Form 10-K for the year ended December 31, 2017.2018. Operating results for the three and six months ended June 30, 20182019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.2019.ASU No. 2014-09, "Revenue from Contracts with Customers: Topic 606."New Accounting Standards2018,2019, 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.Recent Accounting PronouncementsIn February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” Among other things, in the amendments in ASU 2016-02, lessees will beare required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach woulddoes not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company does not expectFASB made subsequent amendments to Topic 842 through ASU 2018-10 (“Codification Improvements to Topic 842, Leases.”) and ASU 2018-11 (“Leases (Topic 842): Targeted Improvements.”) Among these amendments is the provision in ASU 2018-11 that provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of ASU 2016-02retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic 840, Leases). The adoption of this standard did not have a material impacteffect on itsthe Company's consolidated financial statements. For further information about the Company's leases, see Note 16.10financial statements. The Company has analyzed its current lease commitments, along with reasonable assumptions to project lease activity in future periods, to measure the potential impact on net income and relevant capital and financial ratios.and is currently in the process of analyzingwhich has analyzed gathered data, definingdefined loan pools and segments, and selectingselected methods for applying the concepts included in this ASU. During 2018,The Company is in the Company plans to testprocess of testing selected models, buildbuilding policy and processprocessing documentation, and modelmodeling the impact of the ASU on the capital and strategic plans.plans, performing model validation, and finalizing policies and procedures. This guidance may result in material changes in the Company's accounting for credit losses of financial instruments.In January 2017, the FASB issued ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. The amendments in this ASU simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Public business entities that are U.S. Securities and Exchange Commission (SEC) filers should adopt the amendments in this ASU for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of ASU 2017-04 to have a material impact on its consolidated financial statements.In March 2017, the FASB issued ASU No. 2017-08, “Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities.” The amendments in this ASU shorten the amortization period for certain callable debt securities purchased at a premium. Upon adoption of the standard, premiums on these qualifying callable debt securities will be amortized to the earliest call date. Discounts on purchased debt securities will continue to be accreted to maturity. The amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. Upon transition, entities should apply the guidance on a modified retrospective basis, with a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption and provide the disclosures required for a change in accounting principle. The Company does not expect the adoption of ASU 2017-08 to have a material impact on its consolidated financial statements.In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” The amendments in this ASU modify the designation and measurement guidance for hedge accounting as well as provide for increased transparency regarding the presentation of economic results on both the financial statements and related footnotes. Certain aspects of hedge effectiveness assessments will also be simplified upon implementation of this update. The amendments are effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted, including adoption in any interim period. The Company is currently assessing the impact that ASU 2017-12 will have on its consolidated financial statements.In February 2018, the FASB issued ASU No. 2018-03, “Technical Corrections and Improvements to Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments provide targeted improvements to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Specifically, the amendments include clarifications related to: measurement elections, transition requirements, and adjustments associated with equity securities without readily determinable fair values; fair value measurement requirements for forward contracts and purchased options on equity securities; presentation requirements for hybrid financial liabilities for which the fair value option has been elected; and measurement requirements for liabilities denominated in a foreign currency for which the fair value option has been elected. The amendments are effective for fiscal years beginning after December 15, 2017,11and interim periods within those fiscal years beginning after June 15, 2018. Early adoption is permitted. The Company does not expect the adoption of ASU 2018-03 to have a material impact on its consolidated financial statements.In June 2018, the FASB issued ASU No. 2018-07, “Compensation- Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” The amendments expand the scope of Topic 718 to include share-based payments issued to non-employees for goods or services, which were previously excluded. The amendments will align the accounting for share-based payments to nonemployees and employees more similarly. The amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of ASU 2018-07 to have a material impact on its consolidated financial statements.20182019 and December 31, 20172018 were as follows (in thousands):
Unrealized
Gains
Unrealized
(Losses) U.S. agency and mortgage-backed securities $ 92,052 $ 935 $ (304 ) $ 92,683 Obligations of states and political subdivisions 26,486 356 (15 ) 26,827 $ 118,538 $ 1,291 $ (319 ) $ 119,510 U.S. agency and mortgage-backed securities $ 13,721 $ 10 $ (121 ) $ 13,610 Obligations of states and political subdivisions 3,607 57 — 3,664 Corporate debt securities 1,500 22 — 1,522 $ 18,828 $ 89 $ (121 ) $ 18,796 $ 137,366 $ 1,380 $ (440 ) $ 138,306
Unrealized
Gains
Unrealized
(Losses) $ 86,944 $ 44 $ (2,066 ) $ 84,922 15,203 31 (299 ) 14,935 $ 102,147 $ 75 $ (2,365 ) $ 99,857 $ 27,420 $ — $ (869 ) $ 26,551 14,488 20 (174 ) 14,334 1,500 9 — 1,509 $ 43,408 $ 29 $ (1,043 ) $ 42,394 $ 145,555 $ 104 $ (3,408 ) $ 142,251 June 30, 2018 AmortizedCost GrossUnrealizedGains GrossUnrealized(Losses) FairValueSecurities available for sale: U.S. agency and mortgage-backed securities $ 94,387 $ 21 $ (2,580 ) $ 91,828 Obligations of states and political subdivisions 15,109 46 (276 ) 14,879 Total securities available for sale $ 109,496 $ 67 $ (2,856 ) $ 106,707 Securities held to maturity: U.S. agency and mortgage-backed securities $ 29,678 $ — $ (1,111 ) $ 28,567 Obligations of states and political subdivisions 14,523 17 (189 ) 14,351 Corporate debt securities 1,500 — (2 ) 1,498 Total securities held to maturity $ 45,701 $ 17 $ (1,302 ) $ 44,416 Total securities $ 155,197 $ 84 $ (4,158 ) $ 151,123 December 31, 2017 AmortizedCost GrossUnrealizedGains GrossUnrealized(Losses) FairValueSecurities available for sale: U.S. agency and mortgage-backed securities $ 76,074 $ 67 $ (1,337 ) $ 74,804 Obligations of states and political subdivisions 14,520 86 (155 ) 14,451 Total securities available for sale $ 90,594 $ 153 $ (1,492 ) $ 89,255 Securities held to maturity: U.S. agency and mortgage-backed securities $ 32,149 $ — $ (551 ) $ 31,598 Obligations of states and political subdivisions 14,559 74 (45 ) 14,588 Corporate debt securities 1,500 16 — 1,516 Total securities held to maturity $ 48,208 $ 90 $ (596 ) $ 47,702 Total securities $ 138,802 $ 243 $ (2,088 ) $ 136,957 1220182019 and December 31, 2017,2018, investments in an unrealized loss position that were temporarily impaired were as follows (in thousands): U.S. agency and mortgage-backed securities $ — $ — $ 34,035 $ (304 ) $ 34,035 $ (304 ) Obligations of states and political subdivisions — — 1,350 (15 ) 1,350 (15 ) $ — $ — $ 35,385 $ (319 ) $ 35,385 $ (319 ) U.S. agency and mortgage-backed securities $ — $ — $ 9,761 $ (121 ) $ 9,761 $ (121 ) $ — $ — $ 9,761 $ (121 ) $ 9,761 $ (121 ) $ — $ — $ 45,146 $ (440 ) $ 45,146 $ (440 ) $ 26,350 $ (215 ) $ 49,652 $ (1,851 ) $ 76,002 $ (2,066 ) 3,761 (25 ) 5,127 (274 ) 8,888 (299 ) $ 30,111 $ (240 ) $ 54,779 $ (2,125 ) $ 84,890 $ (2,365 ) $ — $ — $ 26,551 $ (869 ) $ 26,551 $ (869 ) 5,326 (37 ) 6,115 (137 ) 11,441 (174 ) $ 5,326 $ (37 ) $ 32,666 $ (1,006 ) $ 37,992 $ (1,043 ) $ 35,437 $ (277 ) $ 87,445 $ (3,131 ) $ 122,882 $ (3,408 ) June 30, 2018 Less than 12 months 12 months or more Total Fair Value Unrealized(Loss) Fair Value Unrealized(Loss) Fair Value Unrealized(Loss)Securities available for sale: U.S. agency and mortgage-backed securities $ 61,734 $ (1,200 ) $ 28,279 $ (1,380 ) $ 90,013 $ (2,580 ) Obligations of states and political subdivisions 8,055 (129 ) 2,462 (147 ) 10,517 (276 ) Total securities available for sale $ 69,789 $ (1,329 ) $ 30,741 $ (1,527 ) $ 100,530 $ (2,856 ) Securities held to maturity: U.S. agency and mortgage-backed securities $ 14,964 $ (499 ) $ 13,603 $ (612 ) $ 28,567 $ (1,111 ) Obligations of states and political subdivisions 11,155 (189 ) — — 11,155 (189 ) Corporate debt securities 1,498 (2 ) — — 1,498 (2 ) Total securities held to maturity $ 27,617 $ (690 ) $ 13,603 $ (612 ) $ 41,220 $ (1,302 ) Total securities $ 97,406 $ (2,019 ) $ 44,344 $ (2,139 ) $ 141,750 $ (4,158 ) December 31, 2017 Less than 12 months 12 months or more Total Fair Value Unrealized(Loss) Fair Value Unrealized(Loss) Fair Value Unrealized(Loss)Securities available for sale: U.S. agency and mortgage-backed securities $ 29,963 $ (286 ) $ 30,362 $ (1,051 ) $ 60,325 $ (1,337 ) Obligations of states and political subdivisions 4,469 (53 ) 1,961 (102 ) 6,430 (155 ) Total securities available for sale $ 34,432 $ (339 ) $ 32,323 $ (1,153 ) $ 66,755 $ (1,492 ) Securities held to maturity: U.S. agency and mortgage-backed securities $ 18,301 $ (205 ) $ 13,297 $ (346 ) $ 31,598 $ (551 ) Obligations of states and political subdivisions 6,889 (45 ) — — 6,889 (45 ) Total securities held to maturity $ 25,190 $ (250 ) $ 13,297 $ (346 ) $ 38,487 $ (596 ) Total securities $ 59,622 $ (589 ) $ 45,620 $ (1,499 ) $ 105,242 $ (2,088 ) 132018,2019, there were eighty-sixthirty-nine out of ninety-oneninety U.S. agency and mortgage-backed securities fifty-eightand four out of eighty-oneeighty-three obligations of states and political subdivisions and one corporate debt security in an unrealized loss position. One hundred percent of the Company’s investment portfolio is considered investment grade. The weighted-average re-pricing term of the portfolio was 4.83.7 years at June 30, 2018.2019. At December 31, 2017,2018, there were sixty-eighteighty-three out of eighty-twoninety U.S. agency and mortgage-backed securities and thirty-ninefifty-six out of eightyeighty-two obligations of states and political subdivisions in an unrealized loss position. One hundred percent of the Company’s investment portfolio was considered investment grade at December 31, 2017.2018. The weighted-average re-pricing term of the portfolio was 4.74.6 years at December 31, 2017.2018. The unrealized losses at June 30, 20182019 in the U.S. agency and mortgage-backed securities portfolio and the obligations of states and political subdivisions portfolio, and the corporate debt securities portfolio were related to changes in market interest rates and not credit concerns of the issuers.20182019 by contractual maturity are shown below (in thousands). Expected maturities of mortgage-backed securities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties. $ 2,544 $ 2,554 $ 186 $ 186 8,276 8,307 4,345 4,380 28,325 28,805 4,145 4,180 79,393 79,844 10,152 10,050 $ 118,538 $ 119,510 $ 18,828 $ 18,796 Available for Sale Held to Maturity AmortizedCost FairValue AmortizedCost FairValueDue within one year $ 505 $ 511 $ 186 $ 186 Due after one year through five years 8,982 8,919 6,918 6,790 Due after five years through ten years 14,164 13,723 14,282 14,034 Due after ten years 85,845 83,554 24,315 23,406 $ 109,496 $ 106,707 $ 45,701 $ 44,416 2018,2019, and no impairment has been recognized.20182019 and December 31, 20172018 was as follows (in thousands): $ 776 $ 763 875 875 50 50 $ 1,701 $ 1,688 June 30,
2018 December 31,
2017Federal Home Loan Bank stock $ 665 $ 645 Federal Reserve Bank stock 875 875 Community Bankers’ Bank stock 50 50 $ 1,590 $ 1,570 1420182019 and December 31, 20172018 are summarized as follows (in thousands): $ 46,281 $ 45,867 225,820 215,945 237,370 219,553 49,353 44,605 16,130 16,886 $ 574,954 $ 542,856 (4,995 ) (5,009 ) $ 569,959 $ 537,847 June 30,
2018 December 31,
2017Real estate loans: Construction and land development $ 37,350 $ 35,927 Secured by 1-4 family residential 211,101 208,177 Other real estate loans 224,362 222,256 Commercial and industrial loans 40,943 38,763 Consumer and other loans 17,177 17,078 Total loans $ 530,933 $ 522,201 Allowance for loan losses (5,039 ) (5,326 ) Loans, net $ 525,894 $ 516,875 $266$318 thousand and $301$274 thousand at June 30, 20182019 and December 31, 2017,2018, respectively. Consumer and other loans included $231$208 thousand and $232$275 thousand of demand deposit overdrafts at June 30, 20182019 and December 31, 2017,2018, respectively.1520182019 and December 31, 20172018 (in thousands):
Past Due
Past Due
Past Due
or More Construction and land development $ — $ — $ 80 $ 80 $ 46,201 $ 46,281 $ 391 $ — Secured by 1-4 family residential 580 140 308 1,028 224,792 225,820 866 — Other real estate loans 192 — 468 660 236,710 237,370 518 — Commercial and industrial 35 — — 35 49,318 49,353 — — Consumer and other loans 76 15 19 110 16,020 16,130 — 19 $ 883 $ 155 $ 875 $ 1,913 $ 573,041 $ 574,954 $ 1,775 $ 19
Past Due
Past Due
Past Due $ 88 $ 80 $ — $ 168 $ 45,699 $ 45,867 $ 327 $ — 747 393 423 1,563 214,382 215,945 663 — 145 36 2,207 2,388 217,165 219,553 1,985 222 — 25 210 235 44,370 44,605 197 13 90 — — 90 16,796 16,886 — — $ 1,070 $ 534 $ 2,840 $ 4,444 $ 538,412 $ 542,856 $ 3,172 $ 235 June 30, 2018 30-59Days PastDue 60-89DaysPast Due > 90Days PastDue TotalPast Due Current TotalLoans Non-accrualLoans 90 Daysor MorePast DueandAccruingReal estate loans: Construction and land development $ 170 $ — $ 355 $ 525 $ 36,825 $ 37,350 $ — $ 355 Secured by 1-4 family residential 1,218 292 359 1,869 209,232 211,101 375 76 Other real estate loans 1,426 319 1,587 3,332 221,030 224,362 1,755 — Commercial and industrial — 210 75 285 40,658 40,943 200 75 Consumer and other loans 88 53 43 184 16,993 17,177 — 43 Total $ 2,902 $ 874 $ 2,419 $ 6,195 $ 524,738 $ 530,933 $ 2,330 $ 549 December 31, 2017 30-59Days PastDue 60-89DaysPast Due > 90Days PastDue TotalPast Due Current TotalLoans Non-accrualLoans 90 Daysor MorePast DueandAccruingReal estate loans: Construction and land development $ 986 $ 30 $ 40 $ 1,056 $ 34,871 $ 35,927 $ 269 $ 40 Secured by 1-4 family residential 606 203 148 957 207,220 208,177 267 106 Other real estate loans 2,042 170 10 2,222 220,034 222,256 401 10 Commercial and industrial 184 25 — 209 38,554 38,763 — — Consumer and other loans 51 49 27 127 16,951 17,078 — 27 Total $ 3,869 $ 477 $ 225 $ 4,571 $ 517,630 $ 522,201 $ 937 $ 183 1620182019 and December 31, 20172018 (in thousands): Construction and land development $ 45,497 $ 228 $ 556 $ — $ 46,281 Secured by 1-4 family residential 224,160 533 1,127 — 225,820 Other real estate loans 233,602 858 2,910 — 237,370 Commercial and industrial 48,355 991 7 — 49,353 Consumer and other loans 16,130 — — — 16,130 $ 567,744 $ 2,610 $ 4,600 $ — $ 574,954 $ 45,054 $ 235 $ 578 $ — $ 45,867 214,089 924 932 — 215,945 213,681 900 4,972 — 219,553 44,373 19 213 — 44,605 16,886 — — — 16,886 $ 534,083 $ 2,078 $ 6,695 $ — $ 542,856 June 30, 2018 Pass SpecialMention Substandard Doubtful Total Real estate loans: Construction and land development $ 34,862 $ 751 $ 1,737 $ — $ 37,350 Secured by 1-4 family residential 207,451 1,896 1,754 — 211,101 Other real estate loans 220,695 1,314 2,353 — 224,362 Commercial and industrial 40,632 27 284 — 40,943 Consumer and other loans 17,177 — — — 17,177 Total $ 520,817 $ 3,988 $ 6,128 $ — $ 530,933 December 31, 2017 Pass SpecialMention Substandard Doubtful Total Real estate loans: Construction and land development $ 31,553 $ 2,268 $ 2,106 $ — $ 35,927 Secured by 1-4 family residential 204,166 1,933 2,078 — 208,177 Other real estate loans 215,773 971 5,512 — 222,256 Commercial and industrial 38,606 53 104 — 38,763 Consumer and other loans 17,078 — — — 17,078 Total $ 507,176 $ 5,225 $ 9,800 $ — $ 522,201 17 December 31, 2017 and June 30, 2017,, the total allowance for loan losses, the allowance by impairment methodology, and loans by impairment methodology (in thousands): Beginning Balance, December 31, 2018 $ 561 $ 895 $ 2,160 $ 464 $ 929 $ 5,009 Charge-offs — (58 ) — (2 ) (387 ) (447 ) Recoveries 50 5 — 4 174 233 Provision for (recovery of) loan losses (71 ) (64 ) 233 50 52 200 $ 540 $ 778 $ 2,393 $ 516 $ 768 $ 4,995 Individually evaluated for impairment 46 20 35 — — 101 Collectively evaluated for impairment 494 758 2,358 516 768 4,894 $ 46,281 $ 225,820 $ 237,370 $ 49,353 $ 16,130 $ 574,954 Individually evaluated for impairment 391 866 518 — — 1,775 Collectively evaluated for impairment 45,890 224,954 236,852 49,353 16,130 573,179 $ 414 $ 775 $ 2,948 $ 418 $ 771 $ 5,326 — (55 ) — (10 ) (1,104 ) (1,169 ) — 13 5 8 226 252 147 162 (793 ) 48 1,036 600 $ 561 $ 895 $ 2,160 $ 464 $ 929 $ 5,009 71 172 — — — 243 490 723 2,160 464 929 4,766 $ 45,867 $ 215,945 $ 219,553 $ 44,605 $ 16,886 $ 542,856 327 663 2,249 197 — 3,436 45,540 215,282 217,304 44,408 16,886 539,420 June 30, 2018 Constructionand LandDevelopment Secured by1-4 FamilyResidential Other RealEstate CommercialandIndustrial Consumerand OtherLoans Total Allowance for loan losses: Beginning Balance, December 31, 2017 $ 414 $ 775 $ 2,948 $ 418 $ 771 $ 5,326 Charge-offs — (24 ) — (8 ) (468 ) (500 ) Recoveries — 8 1 5 99 113 Provision for (recovery of) loan losses (8 ) 32 (285 ) 10 351 100 Ending Balance, June 30, 2018 $ 406 $ 791 $ 2,664 $ 425 $ 753 $ 5,039 Ending Balance: Individually evaluated for impairment — — — — — — Collectively evaluated for impairment 406 791 2,664 425 753 5,039 Loans: Ending Balance $ 37,350 $ 211,101 $ 224,362 $ 40,943 $ 17,177 $ 530,933 Individually evaluated for impairment 865 1,330 2,029 257 — 4,481 Collectively evaluated for impairment 36,485 209,771 222,333 40,686 17,177 526,452 December 31, 2017 Constructionand LandDevelopment Secured by1-4 FamilyResidential Other RealEstate CommercialandIndustrial Consumerand OtherLoans Total Allowance for loan losses: Beginning Balance, December 31, 2016 $ 441 $ 1,019 $ 3,142 $ 380 $ 339 $ 5,321 Charge-offs — (126 ) — — (607 ) (733 ) Recoveries 11 302 50 10 265 638 Provision for (recovery of) loan losses (38 ) (420 ) (244 ) 28 774 100 Ending Balance, December 31, 2017 $ 414 $ 775 $ 2,948 $ 418 $ 771 $ 5,326 Ending Balance: Individually evaluated for impairment — — — — — — Collectively evaluated for impairment 414 775 2,948 418 771 5,326 Loans: Ending Balance $ 35,927 $ 208,177 $ 222,256 $ 38,763 $ 17,078 $ 522,201 Individually evaluated for impairment 1,150 1,307 1,289 65 — 3,811 Collectively evaluated for impairment 34,777 206,870 220,967 38,698 17,078 518,390 18 $ 414 $ 775 $ 2,948 $ 418 $ 771 $ 5,326 — (24 ) — (8 ) (468 ) (500 ) — 8 1 5 99 113 (8 ) 32 (285 ) 10 351 100 $ 406 $ 791 $ 2,664 $ 425 $ 753 $ 5,039 — — — — — — 406 791 2,664 425 753 5,039 $ 37,350 $ 211,101 $ 224,362 $ 40,943 $ 17,177 $ 530,933 865 1,330 2,029 257 — 4,481 36,485 209,771 222,333 40,686 17,177 526,452 June 30, 2017 Constructionand LandDevelopment Secured by1-4 FamilyResidential Other RealEstate CommercialandIndustrial Consumerand OtherLoans Total Allowance for loan losses: Beginning Balance, December 31, 2016 $ 441 $ 1,019 $ 3,142 $ 380 $ 339 $ 5,321 Charge-offs — (25 ) — — (242 ) (267 ) Recoveries 2 238 47 7 96 390 Provision for (recovery of) loan losses 39 (360 ) (115 ) (12 ) 448 — Ending Balance, June 30, 2017 $ 482 $ 872 $ 3,074 $ 375 $ 641 $ 5,444 Ending Balance: Individually evaluated for impairment — 57 — — — 57 Collectively evaluated for impairment 482 815 3,074 375 641 5,387 Loans: Ending Balance $ 36,783 $ 205,114 $ 215,742 $ 31,201 $ 14,993 $ 503,833 Individually evaluated for impairment 1,613 1,772 1,355 67 — 4,807 Collectively evaluated for impairment 35,170 203,342 214,387 31,134 14,993 499,026 19 December 31, 2017 and June 30, 2017,, were as follows (in thousands): Construction and land development $ 410 $ — $ 391 $ 391 $ 46 $ 360 $ 1 Secured by 1-4 family 941 715 151 866 20 802 2 Other real estate loans 528 483 35 518 35 1,035 3 Commercial and industrial — — — — — 45 — $ 1,879 $ 1,198 $ 577 $ 1,775 $ 101 $ 2,242 $ 6 $ 336 $ — $ 327 $ 327 $ 71 $ 758 $ 12 720 356 307 663 172 966 22 2,290 2,249 — 2,249 — 1,585 51 200 197 — 197 — 146 — $ 3,546 $ 2,802 $ 634 $ 3,436 $ 243 $ 3,455 $ 85 $ 984 $ 865 $ — $ 865 $ — $ 1,063 $ 27 1,415 1,330 — 1,330 — 1,300 28 2,029 2,029 — 2,029 — 1,140 30 270 257 — 257 — 65 2 $ 4,698 $ 4,481 $ — $ 4,481 $ — $ 3,568 $ 87 June 30, 2018 UnpaidPrincipalBalance RecordedInvestmentwith NoAllowance RecordedInvestmentwithAllowance TotalRecordedInvestment RelatedAllowance AverageRecordedInvestment InterestIncomeRecognizedReal estate loans: Construction and land development $ 984 $ 865 $ — $ 865 $ — $ 1,063 $ 27 Secured by 1-4 family 1,415 1,330 — 1,330 — 1,300 28 Other real estate loans 2,029 2,029 — 2,029 — 1,140 30 Commercial and industrial 270 257 — 257 — 65 2 Total $ 4,698 $ 4,481 $ — $ 4,481 $ — $ 3,568 $ 87 December 31, 2017 UnpaidPrincipalBalance RecordedInvestmentwith NoAllowance RecordedInvestmentwithAllowance TotalRecordedInvestment RelatedAllowance AverageRecordedInvestment InterestIncomeRecognizedReal estate loans: Construction and land development $ 1,627 $ 1,150 $ — $ 1,150 $ — $ 1,814 $ 63 Secured by 1-4 family 1,387 1,307 — 1,307 — 1,637 64 Other real estate loans 1,483 1,289 — 1,289 — 1,137 95 Commercial and industrial 78 65 — 65 — 68 10 Total $ 4,575 $ 3,811 $ — $ 3,811 $ — $ 4,656 $ 232 June 30, 2017 UnpaidPrincipalBalance RecordedInvestmentwith NoAllowance RecordedInvestmentwithAllowance TotalRecordedInvestment RelatedAllowance AverageRecordedInvestment InterestIncomeRecognizedReal estate loans: Construction and land development $ 2,066 $ 1,613 $ — $ 1,613 $ — $ 1,955 $ 26 Secured by 1-4 family 1,820 1,348 424 1,772 57 1,667 31 Other real estate loans 1,540 1,355 — 1,355 — 958 49 Commercial and industrial 86 67 — 67 — 71 2 Total $ 5,512 $ 4,383 $ 424 $ 4,807 $ 57 $ 4,651 $ 108 2018,2019, loans classified as troubled debt restructurings (TDRs) and included in impaired loans in the disclosure above totaled $321$381 thousand. At June 30, 2018, $273 thousand2019, none of the loans classified as TDRs were performing under the restructured terms and all were not considered non-performing assets. There were $333$467 thousand in TDRs at December 31, 2017, $2822018, $264 thousand of which were performing under the restructured terms. Modified terms under TDRs may include rate reductions, extension of terms that are considered to be below market, conversion to interest only, and other actions intended to20Notes to Consolidated Financial Statements (Unaudited)minimize the economic loss and to avoid foreclosure or repossession of the collateral. There were no loans modified under TDRs during the three and six month periodsmonths ended June 30, 2018 and 2017.For2019. There was one loan secured by 1-4 family residential real estate modified as a TDR during the six months ended June 30, 2019 because the loan was extended with terms considered to be below market. The TDR described above did not have an impact on the allowance for loan losses at June 30, 2019. There were no loans modified under TDRs during the three and six months ended June 30, 2018.2017,six months ended June 30, 2019 and 2018, there were no troubled debt restructurings that subsequently defaulted within twelve months of the loan modification. Management defines default as over ninety days past due or the foreclosure and repossession of the collateral or charge-off of the loan during the twelve month period subsequent to the modification. $ — $ 326 — 68 — (416 ) — 22 $ — $ — — — $ — $ — Six Months Ended Year Ended June 30,
2018 December 31,
2017Balance at the beginning of year, gross $ 326 $ 250 Transfers in 68 326 Charge-offs — — Sales proceeds (350 ) (441 ) Gain on disposition 24 191 Balance at the end of period, gross $ 68 $ 326 Less: valuation allowance — — Balance at the end of period, net $ 68 $ 326 The carrying amounts of residential real estate properties included in the ending OREO balances above totaled $68 thousand at June 30, 2018. 2017.2018. The recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process was $86$149 thousand as of June 30, 2018.2019.and $6 thousand for the six months ended June 30, 2018 and 2017, respectively, and $5 thousand for the year ended December 31, 2017.2018.$130.0$164.7 million and $134.1$128.5 million available with non-affiliated banks at June 30, 20182019 and December 31, 2017,2018, respectively. These amounts primarily consist of a blanket floating lien agreement with the Federal Home Loan Bank of Atlanta (FHLB) in which the Bank can borrow up to 19% of its total assets. The unused line of credit with FHLB totaled $77.2$99.1 million at June 30, 2018.2019. The Bank had collateral pledged on the borrowing line at June 30, 20182019 and December 31, 20172018 including real estate loans totaling $112.2$140.6 million and $117.7$110.8 million, respectively, and Federal Home Loan Bank stock with a book value of $665$776 thousand and $645$763 thousand, respectively. The Bank did not have borrowings from the FHLB at June 30, 20182019 and December 31, 2017.2018.21Notes to Consolidated Financial Statements (Unaudited)being phased in over a multi-year schedule, and becomingbecame fully phased in by January 1, 2019. As part of the new requirements, the common equity Tier 1 capital ratio is calculated and utilized in the assessment of capital for all institutions. The final rules also established a “capital conservation buffer” above the new regulatory minimum capital requirements. The capital conservation buffer is beinghas been phased-in over four years, which began on January 1, 2016.2016 and was fully implemented on January 1, 2019.20182019 and December 31, 2017,2018, that the Bank met all capital adequacy requirements to which it is subject.2018,2019, the most recent notification from the Federal Reserve Bank categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum risk-based capital and leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Bank’s category.20182019 and December 31, 20172018 with the minimum regulatory guidelines were as follows (dollars in thousands): Total Capital (to Risk-Weighted Assets) $ 82,078 14.24 % $ 46,127 8.00 % $ 57,658 10.00 % Tier 1 Capital (to Risk-Weighted Assets) $ 77,083 13.37 % $ 34,595 6.00 % $ 46,127 8.00 % Common Equity Tier 1 Capital (to Risk-Weighted Assets) $ 77,083 13.37 % $ 25,946 4.50 % $ 37,478 6.50 % Tier 1 Capital (to Average Assets) $ 77,083 9.96 % $ 30,970 4.00 % $ 38,712 5.00 % $ 74,697 13.62 % $ 43,859 8.00 % $ 54,824 10.00 % $ 69,688 12.71 % $ 32,894 6.00 % $ 43,859 8.00 % $ 69,688 12.71 % $ 24,671 4.50 % $ 35,635 6.50 % $ 69,688 9.26 % $ 30,100 4.00 % $ 37,625 5.00 % Actual Minimum CapitalRequirement MinimumTo Be WellCapitalized UnderPrompt CorrectiveAction Provisions Amount Ratio Amount Ratio Amount Ratio June 30, 2018 Total Capital (to Risk-Weighted Assets) $ 71,026 13.47 % $ 42,169 8.00 % $ 52,711 10.00 % Tier 1 Capital (to Risk-Weighted Assets) $ 65,987 12.52 % $ 31,627 6.00 % $ 42,169 8.00 % Common Equity Tier 1 Capital (to Risk-Weighted Assets) $ 65,987 12.52 % $ 23,720 4.50 % $ 34,262 6.50 % Tier 1 Capital (to Average Assets) $ 65,987 8.66 % $ 30,469 4.00 % $ 38,086 5.00 % December 31, 2017 Total Capital (to Risk-Weighted Assets) $ 67,624 13.12 % $ 41,239 8.00 % $ 51,548 10.00 % Tier 1 Capital (to Risk-Weighted Assets) $ 62,298 12.09 % $ 30,929 6.00 % $ 41,239 8.00 % Common Equity Tier 1 Capital (to Risk-Weighted Assets) $ 62,298 12.09 % $ 23,197 4.50 % $ 33,506 6.50 % Tier 1 Capital (to Average Assets) $ 62,298 8.46 % $ 29,457 4.00 % $ 36,821 5.00 % and 1.25% at June 30, 20182019 and December 31, 2017,2018, respectively. Under the final rules, an institution is subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. As of June 30, 20182019 and December 31, 2017,2018, the capital conservation buffer of the Bank was 5.47%6.24% and 5.12%5.62%, respectively.2018,2019, the total amount of subordinated debt issued was included in the Company’s Tier 2 capital. Unamortized debt issuance costs related to the Note were $44$26 thousand and $52$35 thousand at June 30, 20182019 and December 31, 2017,2018, respectively.22Notes to Consolidated Financial Statements (Unaudited)20182019 and December 31, 20172018 was 4.93%5.01% and 4.20%5.39%, respectively. The securities have a mandatory redemption date of June 17, 2034, and were subject to varying call provisions that began September 17, 2009. The principal asset of Trust II is $5.2 million of the Company’s junior subordinated debt with maturities and interest rates comparable to the trust preferred securities. The Trust’s obligations under the trust preferred securities are fully and unconditionally guaranteed by the Company. The Company is current on its interest payments on the junior subordinated debt.20182019 and December 31, 20172018 was 3.91% and 2.94%4.00%, respectively. The securities have a mandatory redemption date of October 1, 2036, and were subject to varying call provisions that began October 1, 2011. The principal asset of Trust III is $4.1 million of the Company’s junior subordinated debt with maturities and interest rates comparable to the trust preferred securities. The Trust’s obligations under the trust preferred securities are fully and unconditionally guaranteed by the Company. The Company is current on its interest payments on the junior subordinated debt.20182019 and December 31, 2017,2018, the total amount of junior subordinated debt issued by the Trusts was included in the Company’s Tier 1 capital.The Bank had a noncontributory, defined benefit pension plan for all full-time employees over 21 years of age with at least one year of credited service and hired prior to May 1, 2011. Effective May 1, 2011, the plan was frozen to new participants. Only individuals employed on or before April 30, 2011 were eligible to become participants in the plan upon satisfaction of the eligibility requirements. Benefits were generally based upon years of service and average compensation for the five highest-paid consecutive years of service. The Bank’s funding practice was to make at least the minimum required annual contribution permitted by the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended.On September 14, 2016, the defined benefit pension plan was amended to be terminated. Under the amendment, benefit accruals ceased as of November 30, 2016. The Internal Revenue Service approved the termination on October 16, 2017 and the Company distributed all plan assets on March 8, 2018. The funding status of the plan on March 8, 2018 was not significantly different from the funded status disclosed in Note 13 of the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The benefit obligation and the fair value of assets did not change significantly prior to the distribution of plan assets. Pension plan assets remained in cash and equivalents through the distribution date.23Notes to Consolidated Financial Statements (Unaudited)Components of the net periodic benefit cost of the plan for the three and six months ended June 30, 2018 and 2017 were as follows (in thousands): Three Months Ended Six Months Ended June 30,
2018 June 30,
2017 June 30,
2018 June 30,
2017Interest cost $ — $ 20 — 41 Expected return on plan assets — (9 ) — (18 ) Net periodic benefit cost $ — $ 11 $ — $ 23 The Company previously disclosed in its consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2017, that it made a contribution of $205 thousand upon the final distribution of plan assets on March 8, 2018.and an employee stock ownership plan (ESOP) for all eligible employees. On September 14, 2016, the ESOP was amendedParticipating employees may elect to freeze the plan to new participants and to cease all contributions, effective December 31, 2016. The amendment also directed matching contributions and certain other retirement contributions made by the Companycontribute up to the 401(k) plan. On December 31, 2017, the ESOP was amended to be terminated andmaximum percentage allowed by the Internal Revenue Service, approvedas defined in the termination on May 3, 2018.plan. The Company plansmakes matching contributions, on a dollar-for dollar basis, for the first one percent of an employee’s compensation contributed to distribute all assetsthe Plan and fifty cents for each dollar of the ESOPemployee’s contribution between two percent and six percent. The Company also makes an additional contribution based on years of service to participants who have completed at least one thousand hours of service during the year and who are employed on the last day of the Plan Year. All employees who are age nineteen or beneficiaries and terminateolder are eligible. Employee contributions vest immediately. Employer matching contributions vest after two plan service years with the Company. The Company has the discretion to make a profit sharing contribution to the plan prioreach year based on overall performance, profitability, and other economic factors. For the six months ended June 30, 2019 and 2018, expense attributable to December 31, 2018.the Plan amounted to $436 thousand and $415 thousand, respectively.ESOP continued to be investedretirement benefits are fixed and provide for retirement benefits payable in 180 monthly installments. The contribution expense is solely funded by the Company stock and such other assets as permitted under the ESOP and Trust Agreementtotaled $88 thousand for the benefit of participants and their beneficiaries atsix months ended June 30, 2018.2019.20172018 for additional information about the Company’s benefit plans.20182019 and 20172018 (dollars in thousands, except per share data): Three Months Ended Six Months Ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 (Numerator): Net income $ 2,451 $ 1,756 $ 5,138 $ 3,299 $ 2,086 $ 2,451 $ 4,347 $ 5,138 (Denominator): Weighted average shares outstanding – basic 4,952,712 4,940,904 4,950,922 4,938,178 4,963,737 4,952,712 4,962,010 4,950,922 Potentially dilutive common shares – restricted stock units 1,553 1,822 2,406 2,013 2,085 1,553 2,978 2,406 Weighted average shares outstanding – diluted 4,954,265 4,942,726 4,953,328 4,940,191 4,965,822 4,954,265 4,964,988 4,953,328 Income per common share Basic $ 0.49 $ 0.36 $ 1.04 $ 0.67 $ 0.42 $ 0.49 $ 0.88 $ 1.04 Diluted $ 0.49 $ 0.36 $ 1.04 $ 0.67 $ 0.42 $ 0.49 $ 0.88 $ 1.04 24Notes to Consolidated Financial Statements (Unaudited)25Notes to Consolidated Financial Statements (Unaudited)corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2).20182019 and December 31, 20172018 (in thousands). U.S. agency and mortgage-backed securities $ 92,683 $ — $ 92,683 $ — Obligations of states and political subdivisions 26,827 — 26,827 — $ 119,510 $ — $ 119,510 $ — $ 84,922 $ — $ 84,922 $ — Obligations of states and political subdivisions 14,935 — 14,935 — $ 99,857 $ — $ 99,857 $ — Fair Value Measurements at June 30, 2018 Description Balance as of June 30,
2018 QuotedPrices inActiveMarkets forIdenticalAssets(Level 1) SignificantOtherObservableInputs(Level 2) SignificantUnobservableInputs(Level 3)Securities available for sale U.S. agency and mortgage-backed securities $ 91,828 $ — $ 91,828 $ — Obligations of states and political subdivisions 14,879 — 14,879 — $ 106,707 $ — $ 106,707 $ — Fair Value Measurements at December 31, 2017 Description Balance as of December 31,
2017 QuotedPrices inActiveMarkets forIdenticalAssets(Level 1) SignificantOtherObservableInputs(Level 2) SignificantUnobservableInputs(Level 3)Securities available for sale U.S. agency and mortgage-backed securities $ 74,804 $ — $ 74,804 $ — Obligations of states and political subdivisions 14,451 — 14,451 — $ 89,255 $ — $ 89,255 $ — 20182019 and the year ended December 31, 2017.2018.26Notes to Consolidated Financial Statements (Unaudited)approach based on an appraisal conducted by an independent, licensed appraiser using observable market data (Level 2) within the last twelve months. However, if the collateral is a house or building in the process of construction or if an appraisal of the property is more than one year old and not solely based on observable market comparables or management determines the fair value of the collateral is further impaired below the appraised value, then a Level 3 valuation is considered to measure the fair value. The value of business equipment is based upon an outside appraisal, of one year or less, if deemed significant, or the net book value on the applicable business’s financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Impaired loans allocated to the allowance for loan losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income.(income) expenseincome on the Consolidated Statements of Income. Impaired loans, net $ 476 $ — $ — $ 476 $ 391 $ — $ — $ 391 Fair Value Measurements at June 30, 2018 Description Balance as of June 30,
2018 QuotedPrices inActiveMarkets forIdenticalAssets(Level 1) SignificantOtherObservableInputs(Level 2) SignificantUnobservableInputs(Level 3)Other real estate owned $ 68 $ — $ — $ 68
(Weighted Average) $ 476 10 %
(Weighted Average) $ 391 10 % Fair Value Measurements at December 31, 2017 Description Balance as of December 31,
2017 QuotedPrices inActiveMarkets forIdenticalAssets(Level 1) SignificantOtherObservableInputs(Level 2) SignificantUnobservableInputs(Level 3)Other real estate owned $ 326 $ — $ — $ 326 Quantitative information about Level 3 Fair Value Measurements for June 30, 2018 Fair Value Valuation Technique Unobservable Input Range(Weighted-Average)Other real estate owned $ 68 Property appraisals Selling cost 7 % Quantitative information about Level 3 Fair Value Measurements for December 31, 2017 Fair Value Valuation Technique Unobservable Input Range(Weighted-Average)Other real estate owned $ 326 Contract Price Selling cost 7 % 27For short-term financial assets such as cash and short-term investments, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization. For non-marketable equity securities such as Federal Home Loan Bank, Federal Reserve Bank and Community Bankers’ Bank stock, the carrying amount is a reasonable estimate of fair value as these securities can only be redeemed or sold at their par value and only to the respective issuing government supported institution or to another member institution. Bank owned life insurance policies are carried at their cash surrender value, which approximates the fair value. The fair value of accrued interest receivable and payable are estimated to equal the carrying amount due to the short-term nature of these financial instruments. For financial liabilities such as noninterest-bearing demand, interest-bearing demand, and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity.The carrying values and estimated fair values of the Company’s financial instruments at June 30, 20182019 and December 31, 20172018 are as follows (in thousands): $ 23,070 $ 23,070 $ — $ — $ 23,070 119,510 — 119,510 — 119,510 18,828 — 17,274 1,522 18,796 1,701 — 1,701 — 1,701 675 — 675 — 675 569,959 — — 572,508 572,508 17,193 — 17,193 — 17,193 2,163 — 2,163 — 2,163 $ 689,815 $ — $ 571,952 $ 117,064 $ 689,016 4,974 — — 5,238 5,238 9,279 — — 9,460 9,460 173 — 173 — 173 $ 28,618 $ 28,618 $ — $ — $ 28,618 99,857 — 99,857 — 99,857 43,408 — 40,885 1,509 42,394 1,688 — 1,688 — 1,688 419 — 419 — 419 537,847 — — 528,643 528,643 13,991 — 13,991 — 13,991 2,113 — 2,113 — 2,113 $ 670,566 $ — $ 551,347 $ 117,220 $ 668,567 4,965 — — 5,035 5,035 9,279 — — 7,952 7,952 139 — 139 — 139 Fair Value Measurements at June 30, 2018 Using CarryingAmount QuotedPrices inActiveMarkets forIdenticalAssetsLevel 1 SignificantOtherObservableInputsLevel 2 SignificantUnobservableInputsLevel 3 Fair Value Financial Assets Cash and short-term investments $ 41,263 $ 41,263 $ — $ — $ 41,263 Securities available for sale 106,707 — 106,707 — 106,707 Securities held to maturity 45,701 — 42,918 1,498 44,416 Restricted securities 1,590 — 1,590 — 1,590 Loans held for sale 1,195 — 1,195 — 1,195 Loans, net (1)525,894 — — 523,078 523,078 Bank owned life insurance 13,787 — 13,787 — 13,787 Accrued interest receivable 2,073 — 2,073 — 2,073 Financial Liabilities Deposits $ 686,529 $ — $ 564,238 $ 119,605 $ 683,843 Subordinated debt 4,956 — — 4,890 4,890 Junior subordinated debt 9,279 — — 9,702 9,702 Accrued interest payable 105 — 105 — 105 28 Fair Value Measurements at December 31, 2017 Using CarryingAmount QuotedPrices inActiveMarkets forIdenticalAssetsLevel 1 SignificantOtherObservableInputsLevel 2 SignificantUnobservableInputsLevel 3 Fair Value Financial Assets Cash and short-term investments $ 39,986 $ 39,986 $ — $ — $ 39,986 Securities available for sale 89,255 — 89,255 — 89,255 Securities held to maturity 48,208 — 46,186 1,516 47,702 Restricted securities 1,570 — 1,570 — 1,570 Loans held for sale 438 — 438 — 438 Loans, net (1)516,875 — — 514,013 514,013 Bank owned life insurance 13,967 — 13,967 — 13,967 Accrued interest receivable 1,916 — 1,916 — 1,916 Financial Liabilities Deposits $ 664,980 $ — $ 542,329 $ 120,834 $ 663,163 Subordinated debt 4,948 — — 5,004 5,004 Junior subordinated debt 9,279 — — 9,653 9,653 Accrued interest payable 98 — 98 — 98 (1)In accordance with the prospective adoption of ASU No. 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," the fair value of loans as of June 30, 2018 was measured using an exit price notion. The fair value of loans as of December 31, 2017 was measured using an entry price notion.The Company did not have compensation expense related to stock awards for the six months ended June 30, 2018. Compensation expense related to stock awards totaled $30 thousand for the six months ended June 30, 2017.29Notes to Consolidated Financial Statements (Unaudited)2019 and 2018.2018, 8,9892019, 8,692 restricted stock units were granted to employees, with 2,9991,235 units vesting immediately, and 5,9902,457 units subject to a two year vesting schedule with one half of the units vesting each year on the grant date anniversary.anniversary, and 5,000 units subject to a five year vesting schedule will all of the units vesting on the fifth anniversary of the grant date. The recipient does not have any stockholder rights, including voting, dividend, or liquidation rights, with respect to the shares underlying awarded restricted stock units until vesting has occurred and the recipient becomes the record holder of those shares. The unvested restricted stock units will vest on the established schedule if the employees remain employed by the Company on future vesting dates. 7,103 $ 17.93 8,692 19.56 (5,402 ) 17.99 — — 10,393 $ 19.26 Six Months Ended June 30, 2018 Shares WeightedAverageGrant DateFair ValueUnvested, beginning of year 5,662 $ 11.76 Granted 8,989 18.50 Vested (7,339 ) 13.90 Forfeited (24 ) 15.20 Unvested, end of period 7,288 $ 17.91 2018,2019, based on restricted stock unit awards outstanding at that time, the total unrecognized pre-tax compensation expense related to unvested restricted stock unit awards was $102$163 thousand. This expense is expected to be recognized through 2020.2024. Compensation expense related to restricted stock unit awards recognized for the six months ended June 30, 20182019 and 20172018 totaled $68 thousand and $89 thousand, and $46 thousand, respectively.LossIncome (Loss)lossincome (loss) were as follows (in thousands): Accumulated Other Comprehensive Income (Loss) $ (1,057 ) $ 99 $ (958 ) (1,146 ) — (1,146 ) — (99 ) (99 ) (1,146 ) (99 ) (1,245 ) $ (2,203 ) $ — $ (2,203 ) $ (1,808 ) $ — $ (1,808 ) 2,917 — 2,917 (340 ) — (340 ) 2,577 — 2,577 $ 769 $ — $ 769 Net Unrealized Gains (Losses) on Securities Adjustments Related to Pension Benefits Accumulated Other Comprehensive Loss Balance at December 31, 2016 $ (860 ) $ — $ (860 ) Unrealized holding gains (net of tax, $397) 773 — 773 Reclassification adjustment (net of tax, ($4)) (9 ) — (9 ) Change during period 764 — 764 Balance at June 30, 2017 $ (96 ) $ — $ (96 ) Balance at December 31, 2017 $ (1,057 ) $ 99 $ (958 ) Unrealized holding losses (net of tax, ($304)) (1,146 ) — (1,146 ) Pension liability adjustment (net of tax, ($27)) — (99 ) (99 ) Change during period (1,146 ) (99 ) (1,245 ) Balance at June 30, 2018 $ (2,203 ) $ — $ (2,203 ) 30 Service charges on deposit accounts $ 715 $ 784 $ 1,416 $ 1,546 ATM and check card fees 573 555 1,090 1,074 Wealth management fees 458 409 895 816 Fees for other customer services 153 151 328 304 $ 1,899 $ 1,899 $ 3,729 $ 3,740 Noninterest income (out-of-scope of Topic 606) 136 168 291 960 $ 2,035 $ 2,067 $ 4,020 $ 4,700
Consolidated Balance Sheet $ 329 328 3.1 2.79 % tables presenttable presents the components of operating lease expense and supplemental cash flow information related to reclassifications from accumulated other comprehensive loss for the three and six month periodsmonths ended June 30, 20182019 (in thousands): $ 33 $ N/A $ 66 $ N/A 1 N/A 3 N/A $ 34 $ 39 $ 69 $ 78 $ 34 $ N/A $ 68 $ N/A Six months ending December 31, 2019 $ 68 Twelve months ending December 31, 2020 112 Twelve months ending December 31, 2021 89 Twelve months ending December 31, 2022 65 Twelve months ending December 31, 2023 8 $ 342 Less: discount (14 ) $ 328 2017 (in thousands).not related parties.Details About Accumulated Other Comprehensive Loss Amount Reclassified from
Accumulated Other
Comprehensive LossAffected Line Item in the Consolidated
Statements of Income Three Months Ended June 30,
2018 June 30,
2017 Securities available for sale: Net securities gains reclassified into earnings $ — $ (13 ) Net gains on securities available for sale Related income tax expense — 4 Income tax expense Total reclassifications $ — $ (9 ) Net of tax Details About Accumulated Other Comprehensive Loss Amount Reclassified from
Accumulated Other
Comprehensive LossAffected Line Item in the Consolidated
Statements of Income Six Months Ended June 30,
2018 June 30,
2017 Securities available for sale: Net securities gains reclassified into earnings $ — $ (13 ) Net gains on securities available for sale Related income tax expense — 4 Income tax expense Total reclassifications $ — $ (9 ) Net of tax difficulties in combining the operations of new or acquired bank branches or entities with the Company’s own operations;theirthe Company's business infrastructure;losses may prove to be insufficient to absorb losses in the loan portfolio;losses;actions, or actions;limited trading market for the Company’s common stock; it may be difficult to sell shares;Company thereunder;ourthe Company's business, some of which is uncertain and subject to interpretation, guidance, and regulations that may be promulgated;other factors identified in Item 1A. Risk Factors of the Company’s Form 10-K for the year ending December 31, 2017.20182019 and statements of income of the Company for the three and six month periodsmonths ended June 30, 20182019 and 20172018 should be read in conjunction with the consolidated financial statements and related notes included in Part I, Item 1, of this Form 10-Q and in Part II, Item 8, of the Form 10-K for the period ending December 31, 2017.2018. The statements of income for the three and six month periodsmonths ended June 30, 20182019 may not be indicative of the results to be achieved for the year.341514 bank branch offices located throughout the Shenandoah Valley and central regions of Virginia, a loan production office, and a customer service center in a retirement village. The branch offices are comprised of 1413 full service retail banking offices and one drive-thru express banking office. The location and general character of these properties is further described in Part I, Item 2 of Form 10-K for the year ended December 31, 2017. The Bank recently entered a new market in the central region of Virginia by opening a branch office in the city of Richmond during the fourth quarter of 2017.2018. Many of the Bank’s services are also delivered through the Bank’s mobile banking platform, its website, www.fbvirginia.com, and a network of ATMs located throughout its market area.56%55% of noninterest expenses for the six month periodmonths ended June 30, 2018,2019, followed by occupancy and equipment expense, which comprised 14% of noninterest expenses. Historically, the provision for loan losses has also been a primary expense of the Bank. The provision is determined by factors that include net charge-offs, asset quality, economic conditions, and loan growth. Changing economic conditions caused by inflation, recession, unemployment, or other factors beyond the Company’s control have a direct correlation with asset quality, net charge-offs, and ultimately the required provision for loan losses.increaseddecreased by $695$365 thousand to $2.1 million, or $0.42 per basic and diluted share, for the three months ended June 30, 2019, compared to $2.5 million, or $0.49 per basic and diluted share, for the three months ended June 30, 2018, compared to $1.8 million, or $0.36 per basic and diluted share, for the same period in 2017.2018. Return on average assets was 1.29%1.08% and return on average equity was 16.23%11.76% for the second quarter of 2018,2019, compared to 0.96%1.29% and 12.79%16.23%, respectively, for the same period in 2017.2018.$695$365 thousand increasedecrease in net income for the three month periodmonths ended June 30, 20182019 resulted primarily from a $582$200 thousand increase in provision for loan losses, a $32 thousand, or 9%2%, decrease in noninterest income, and a $366 thousand, or 6%, increase in noninterest expenses, compared to the same period of 2018. These unfavorable variances were partially offset by a $134 thousand, or 2%, increase in net interest income an $89 thousand, or 4%, increase in noninterest income, and a $183$99 thousand or 24%, decrease in income tax expense, compared to the same period of 2017. These favorable variances were partially offset by a $159 thousand, or 3%, increase in noninterest expenses.expense.5%1%, and the net interest margin increased 132 basis points to 3.86%3.88% for the second quarter of 2018,2019, compared to 3.73%3.86% for the same period in 2017.2018. Noninterest income increaseddecreased primarily from higherlower service charges on deposit accounts and higher wealth management revenue.other operating income. Noninterest expense increased primarily from higher salaries and employee benefits expense, higher occupancymarketing expense, legal and higherprofessional fees, and other operating expense. For a more detailed discussion of the increases in other operating expense,Company's quarterly performance, see "Net Interest Income," "Noninterest Income," "Noninterest Expense" and "Income Taxes" below. or 2017.. For a more detailed discussion of the provision for loan losses, see “Provision for Loan Losses” below.Overview of increaseddecreased by $1.8$791 thousand to $4.3 million, or $0.88 per basic and diluted share, for the six months ended June 30, 2019, compared to $5.1 million, or $1.04 per basic and diluted share, for the six months ended June 30, 2018, compared to $3.3 million, or $0.67 per basic and diluted share, for the same period in 2017.2018. Return on average assets was 1.37%1.14% and return on average equity was 17.33%12.60% for the six months ended June 30, 2018,2019, compared to 0.92%1.37% and 12.29%17.33%, respectively, for the same period in 2017.2018.$1.8 million increase$791 thousand decrease in net income for the six month periodmonths ended June 30, 20182019 resulted primarily from a $1.1 million,$100 thousand increase in provision for loan losses, a $680 thousand, or 9%14%, decrease in noninterest income, and a $598 thousand, or 5%, increase in noninterest expenses, compared to the same period of 2018. These unfavorable variances were partially offset by a $486 thousand, or 4%, increase in net interest income a $781 thousand, or 20%, increase in noninterest income, and a $295$101 thousand or 21%, decrease in income tax expense, compared to the same period of 2017. These favorable variances were partially offset by a $274 thousand, or 2%, increase in noninterest expenses.expense.5%1%, and the net interest margin increased 1210 basis points to 3.83%3.93% for the six months ended June 30, 2018,2019, compared to 3.71%3.83% for the same period in 2017.2018. Noninterest income increaseddecreased primarily from higherlower service charges on deposit accounts, higher income from bank owned life insurance, higher wealth management revenue, and higher other operating income. Noninterest expense increased primarily from higher salaries and employee benefits expense, higher occupancy expense, marketing expense, legal and higherprofessional fees, and other operating expense. For a more detailed discussion of the increases in other operating income and other operating expense,Company's year-to-date performance, see "Net Interest Income," "Noninterest Income" andIncome," "Noninterest Expense" and "Income Taxes" below.$100$200 thousand was recorded during the six month periodmonths ended June 30, 2018. A2019, compared to a provision for loan losses was not requiredof $100 thousand during the six month periodmonths ended June 30, 2017.2018. For a more detailed discussion of the provision for loan losses, see “Provision for Loan Losses” below.income, excluding securities gains.income. This is a non-GAAP financial measure that the Company believes provides investors with important information regarding operational efficiency. Such information is not prepared in accordance with U.S. generally accepted accounting principles (GAAP)GAAP and should not be construed as such. Management believes, however, such financial information is meaningful to the reader in understanding operating performance, but cautions that such information not be viewed as a substitute for GAAP. The Company, in referring to its net income, is referring to income under GAAP. The components of the efficiency ratio calculation are summarized in the following table (dollars in thousands). $ 6,230 $ 5,864 $ 12,328 $ 11,730 — (1 ) — 22 (80 ) (120 ) (170 ) (251 ) $ 6,150 $ 5,743 $ 12,158 $ 11,501 $ 7,017 $ 6,883 $ 13,968 $ 13,479 2,035 2,067 4,020 4,700 $ 9,052 $ 8,950 $ 17,988 $ 18,179 67.94 % 64.17 % 67.59 % 63.27 % Efficiency Ratio Three Months Ended Six Months Ended June 30,
2018 June 30,
2017 June 30,
2018 June 30,
2017Noninterest expense $ 5,864 $ 5,705 $ 11,730 $ 11,456 Add/(Subtract): other real estate owned (expense)/income, net (1 ) (4 ) 22 (6 ) Subtract: amortization of intangibles (120 ) (160 ) (251 ) (329 ) $ 5,743 $ 5,541 $ 11,501 $ 11,121 Tax-equivalent net interest income $ 6,883 $ 6,341 $ 13,479 $ 12,426 Noninterest income 2,067 1,978 4,700 3,919 Subtract: securities gains, net — (13 ) — (13 ) $ 8,950 $ 8,306 $ 18,179 $ 16,332 Efficiency ratio 64.17 % 66.71 % 63.27 % 68.09 % for 2018 and 34% for 2017.. The reconciliation of tax equivalent net interest income, which is not a measurement under GAAP, to net interest income, is reflected in the table below (in thousands). Reconciliation of Net Interest Income to Tax-Equivalent Net Interest Income Three Months Ended Six Months Ended June 30,
2018 June 30,
2017 June 30,
2018 June 30,
2017GAAP measures: Interest income – loans $ 6,546 $ 5,933 $ 12,851 $ 11,579 Interest income – investments and other 1,140 886 2,147 1,772 Interest expense – deposits (665 ) (405 ) (1,255 ) (788 ) Interest expense – subordinated debt (89 ) (89 ) (178 ) (178 ) Interest expense – junior subordinated debt (101 ) (76 ) (187 ) (144 ) Total net interest income $ 6,831 $ 6,249 $ 13,378 $ 12,241 Non-GAAP measures: Tax benefit realized on non-taxable interest income – loans $ 11 $ 18 $ 21 $ 37 Tax benefit realized on non-taxable interest income – municipal securities 41 74 80 148 Total tax benefit realized on non-taxable interest income $ 52 $ 92 $ 101 $ 185 Total tax-equivalent net interest income $ 6,883 $ 6,341 $ 13,479 $ 12,426 $ 7,200 $ 6,546 $ 14,196 $ 12,851 1,014 1,140 2,041 2,147 (1,051 ) (665 ) (1,973 ) (1,255 ) (90 ) (89 ) (179 ) (178 ) (108 ) (101 ) (219 ) (187 ) — — (2 ) — $ 6,965 $ 6,831 $ 13,864 $ 13,378 $ 10 $ 11 $ 21 $ 21 42 41 83 80 $ 52 $ 52 $ 104 $ 101 $ 7,017 $ 6,883 $ 13,968 $ 13,479 37ourthe Company's primary credit quality indicator. The Company has various committees that review and ensure that the allowance for loans losses methodology is in accordance with GAAP and loss factors used appropriately reflect the risk characteristics of the loan portfolio.38Other-Than-Temporary ImpairmentTable of SecuritiesContentsImpairment of securities occurs when the fair value of a security is less than its amortized cost. For debt securities, impairment is considered other-than-temporary and recognized in its entirety in net income if either the Company (1) intends to sell the security or (2) it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If, however, the Company does not intend to sell the security and it is not more-than-likely that it will be required to sell the security before recovery, the Company must determine what portion of the impairment is attributable to a credit loss, which occurs when the amortized cost of the security exceeds the present value of the cash flows expected to be collected from the security. If there is no credit loss, there is no other-than-temporary impairment. If there is a credit loss, other-than-temporary impairment exists, and the credit loss must be recognized in net income and the remaining portion of impairment must be recognized in other comprehensive income (loss). For equity securities carried at cost, such as restricted securities, impairment is considered to be other-than-temporary based on the Company’s ability and intent to hold the investment until a recovery of fair value. Other-than-temporary impairment of an equity security results in a write-down that must be included in income. The Company regularly reviews each security for other-than-temporary impairment based on criteria that include the extent to which cost exceeds market price, the duration of that market decline, the financial health of and specific prospects for the issuer, the best estimate of the present value of cash flows expected to be collected from debt securities, the Company’s intention with regard to holding the security to maturity, and the likelihood that the Company would be required to sell the security before recovery.fourfive directors, threefour of which are non-management directors. The Board Loan Committee approves the Bank’s Loan Policy and reviews risk management reports, including watch list reports and concentrations of credit. The Board Loan Committee meets on a monthly basis and the Chairman of the Committee then reports to the Board of Directors.2018,2019, commitments to extend credit, stand-by letters of credit, and rate lock commitments totaled $99.2$111.4 million.have an average life of approximatelymature in one year and re-price as key rates change.year. Construction lending entails significant additional risks, compared with residential mortgage lending. Construction and land development loans sometimes involve larger loan balances concentrated with single borrowers or groups of related borrowers. Another risk involved in construction and land development lending is the fact that loan funds are advanced upon the security of the land or property under construction, which value is estimated based on the completion of construction. Thus, there is risk associated with failure to complete construction and potential cost overruns. To mitigate the risks associated with this type of lending, the Bank generally limits loan amounts relative to the appraised value and/or cost of the collateral, in addition to analyzinganalyzes the cost of the project and the creditworthiness of its borrowers.borrowers, and monitors construction progress. The Bank typically obtains a first lien on the property as security for its construction loans, typically requires personal guarantees from the borrower’s principal owners, and typically monitors the progress of the construction project during the draw period.fixed rate mortgage loans with the intent to sell to correspondent lenders or broker to wholesale lenders, the Bank originates balloon and other mortgage loans for the portfolio. Depending on the financial goals of the Company, the Bank occasionallyalso originates and retains these loans.certain mortgage loans in its loan portfolio.criteria require an examination of debt service coverage ratios, the borrower’s creditworthiness, prior credit history, and reputation. The Bank typically requires personal guarantees of the borrowers’ principal owners and considers the valuation of the real estate collateral.businessand industrial loans typically are made on the basis of the borrower’s ability to make repayment from cash flow from its business. The loans may be unsecured or secured by business assets, such as accounts receivable, equipment, and inventory. As a result, the availability of funds for the repayment of commercial business loans is substantially dependent on the success of the business itself. Furthermore, any collateral for commercial business loans may depreciate over time and generally cannot be appraised with as much reliability as real estate.expense or(expense) income.2018,2019, net interest income increased $582$134 thousand, or 9%2%, to $6.8$7.0 million, for the quarter ended June 30, 2018, compared to $6.2$6.8 million for the second quarter of 2017.2018. The increase resulted from a higher net interest margin and higher average earning asset balances. Average earning asset balances increased 5%1%, and the net interest margin increased 132 basis points to 3.86%3.88% for the quarter ended June 30, 2018,2019, compared to 3.73%3.86% for the same period in 2017.2018. Theincrease in the net interest margin resulted from a 2823 basis point increase in the yield on total earning assets, which was partially offset by a 1521 basis point increase in interest expense as a percent of average earning assets.2820 basis point increase in the yield on loans had the largest impact on the increase in the yield on earning assets, when comparing the periods.interest-bearing deposits.deposits, which was impacted by higher short-term market rates and competition. The cost of interest-bearing checking accounts and money market accounts had the largest impact as their costs increased by 25 basis points and 53 basis points, respectively, when comparing the periods.For the six months ended June 30, 2018, net interest income increased $1.1 million, or 9%, to $13.4 million, compared to $12.2 million for the same period in 2017. The increase resulted from a higher net interest margin and higher average earning asset balances. Average earning asset balances increased 5%, and the net interest margin increased 12 basis points to 3.83% for the six months ended June 30, 2018, compared to 3.71% for the same period in 2017. The increase in the net interest margin resulted from a 24 basis point increase in the yield on total earning assets, which was partially offset by a 13 basis point increase in interest expense as a percent of average earning assets.The higher yield on earning assets was attributable to an increase in yields on loans, securities, and interest-bearing deposits in banks, which all benefited from increases in market rates. The 26 basis point increase in the yield on loans had the largest impact on the increase in the yield on earning assets, when comparing the periods.The increase in interest expense as a percent of average earning assets was primarily attributable to higher interest rates paid on interest-bearing deposits. The cost of interest-bearing checking accounts and money market accounts had the largest impact as their costs increased by 2032 basis points and 51 basis points, respectively, when comparing the periods.41 $ 111,582 $ 696 2.50 % $ 121,004 $ 776 2.57 % 27,208 201 2.96 % 26,237 197 3.00 % 1,701 26 6.00 % 1,590 22 5.63 % $ 140,491 $ 923 2.63 % $ 148,831 $ 995 2.68 % $ 556,699 $ 7,162 5.16 % $ 517,508 $ 6,504 5.04 % 4,302 48 4.48 % 4,785 53 4.49 % $ 561,001 $ 7,210 5.15 % $ 522,293 $ 6,557 5.04 % 1 — 2.26 % — — — % 23,416 133 2.28 % 44,039 186 1.69 % $ 724,909 $ 8,266 4.57 % $ 715,163 $ 7,738 4.34 % (4,894 ) (5,225 ) 53,559 52,688 $ 773,574 $ 762,626 $ 165,704 $ 378 0.92 % $ 161,741 $ 260 0.64 % 107,603 17 0.06 % 124,851 24 0.08 % 109,739 350 1.28 % 87,837 165 0.75 % 49,853 183 1.47 % 49,060 120 0.98 % 66,778 122 0.73 % 73,912 96 0.52 % 609 1 0.49 % 550 — 0.11 % $ 500,286 $ 1,051 0.84 % $ 497,951 $ 665 0.54 % 2 — 2.88 % 3 — 2.20 % 4,972 90 7.23 % 4,954 89 7.26 % 9,279 108 4.66 % 9,279 101 4.33 % $ 514,539 $ 1,249 0.97 % $ 512,187 $ 855 0.67 % 186,336 188,666 1,575 1,181 $ 702,450 $ 702,034 71,124 60,592 $ 773,574 $ 762,626 $ 7,017 $ 6,883 3.60 % 3.67 % 0.71 % 0.49 % 0.69 % 0.48 % 3.88 % 3.86 % Three Months Ended June 30, 2018 June 30, 2017 AverageBalance Interest Income/Expense Yield/Rate AverageBalance Interest Income/Expense Yield/RateAssets Securities: Taxable $ 121,004 $ 776 2.57 % $ 117,218 $ 634 2.17 % Tax-exempt (1) 26,237 197 3.00 % 24,745 219 3.55 % Restricted 1,590 22 5.63 % 1,570 21 5.23 % Total securities $ 148,831 $ 995 2.68 % $ 143,533 $ 874 2.44 % Loans: (2) Taxable $ 517,508 $ 6,504 5.04 % $ 496,013 $ 5,899 4.77 % Tax-exempt (1) 4,785 53 4.49 % 4,945 52 4.23 % Total loans $ 522,293 $ 6,557 5.04 % $ 500,958 $ 5,951 4.76 % Interest-bearing deposits with other institutions 44,039 186 1.69 % 37,641 86 0.92 % Total earning assets $ 715,163 $ 7,738 4.34 % $ 682,132 $ 6,911 4.06 % Less: allowance for loan losses (5,225 ) (5,408 ) Total non-earning assets 52,688 54,114 Total assets $ 762,626 $ 730,838 Liabilities and Shareholders’ Equity Interest bearing deposits: Checking $ 161,741 $ 260 0.64 % $ 169,108 $ 167 0.39 % Regular savings 124,851 24 0.08 % 129,137 25 0.08 % Money market accounts 87,837 165 0.75 % 59,570 32 0.22 % Time deposits: $100,000 and over 49,060 120 0.98 % 43,011 82 0.76 % Under $100,000 73,912 96 0.52 % 81,424 98 0.48 % Brokered 550 — 0.11 % 550 1 0.10 % Total interest-bearing deposits $ 497,951 $ 665 0.54 % $ 482,800 $ 405 0.34 % Federal funds purchased 3 — 2.20 % 3 — 1.30 % Subordinated debt 4,954 89 7.26 % 4,937 89 7.28 % Junior subordinated debt 9,279 101 4.33 % 9,279 76 3.26 % Total interest-bearing liabilities $ 512,187 $ 855 0.67 % $ 497,019 $ 570 0.46 % Non-interest bearing liabilities Demand deposits 188,666 174,906 Other liabilities 1,181 3,845 Total liabilities $ 702,034 $ 675,770 Shareholders’ equity 60,592 55,068 Total liabilities and Shareholders’ equity $ 762,626 $ 730,838 Net interest income $ 6,883 $ 6,341 Interest rate spread 3.67 % 3.60 % Cost of funds 0.49 % 0.34 % Interest expense as a percent of average earning assets 0.48 % 0.33 % Net interest margin 3.86 % 3.73 % (1) for 2018 and 34% for 2017.. The tax-equivalent adjustment was $52 thousand and $92 thousand for the three months ended June 30, 20182019 and 2017, respectively.2018.(2)Average Balances, Income and Expenses, Yields and Rates (Taxable Equivalent Basis) $ 113,331 $ 1,433 2.55 % $ 116,816 $ 1,456 2.51 % 26,889 398 2.99 % 25,812 381 2.97 % 1,695 50 5.92 % 1,581 44 5.59 % $ 141,915 $ 1,881 2.67 % $ 144,209 $ 1,881 2.63 % $ 548,941 $ 14,117 5.19 % $ 516,796 $ 12,770 4.98 % 4,479 100 4.50 % 4,808 102 4.29 % $ 553,420 $ 14,217 5.18 % $ 521,604 $ 12,872 4.98 % 1 — 2.26 % — — — % 22,005 243 2.23 % 44,270 346 1.58 % $ 717,341 $ 16,341 4.59 % $ 710,083 $ 15,099 4.29 % (4,944 ) (5,246 ) 53,657 52,122 $ 766,054 $ 756,959 $ 162,648 $ 730 0.91 % $ 160,179 $ 472 0.59 % 110,086 36 0.07 % 124,847 47 0.08 % 105,691 643 1.23 % 87,063 312 0.72 % 49,860 346 1.40 % 48,644 230 0.95 % 67,772 216 0.64 % 75,076 193 0.52 % 450 2 0.83 % 556 1 0.40 % $ 496,507 $ 1,973 0.80 % $ 496,365 $ 1,255 0.51 % 1 — 2.88 % 3 — 2.14 % 4,969 179 7.24 % 4,952 178 7.26 % 9,279 219 4.76 % 9,279 187 4.05 % 83 2 6.21 % — — — % $ 510,839 $ 2,373 0.94 % $ 510,599 $ 1,620 0.64 % 183,900 185,160 1,726 1,401 $ 696,465 $ 697,160 69,589 59,799 $ 766,054 $ 756,959 $ 13,968 $ 13,479 3.65 % 3.65 % 0.69 % 0.47 % 0.67 % 0.46 % 3.93 % 3.83 % Six Months Ended June 30, 2018 June 30, 2017 AverageBalance Interest Income/Expense Yield/Rate AverageBalance Interest Income/Expense Yield/RateAssets Securities: Taxable $ 116,816 $ 1,456 2.51 % $ 119,375 $ 1,296 2.19 % Tax-exempt (1) 25,812 381 2.97 % 24,677 436 3.56 % Restricted 1,581 44 5.59 % 1,560 41 5.31 % Total securities $ 144,209 $ 1,881 2.63 % $ 145,612 $ 1,773 2.46 % Loans: (2) Taxable $ 516,796 $ 12,770 4.98 % $ 490,797 $ 11,508 4.73 % Tax-exempt (1) 4,808 102 4.29 % 5,138 108 4.24 % Total loans $ 521,604 $ 12,872 4.98 % $ 495,935 $ 11,616 4.72 % Interest-bearing deposits with other institutions 44,270 346 1.58 % 33,152 147 0.89 % Total earning assets $ 710,083 $ 15,099 4.29 % $ 674,699 $ 13,536 4.05 % Less: allowance for loan losses (5,246 ) (5,389 ) Total non-earning assets 52,122 53,510 Total assets $ 756,959 $ 722,820 Liabilities and Shareholders’ Equity Interest bearing deposits: Checking $ 160,179 $ 472 0.59 % $ 163,442 $ 316 0.39 % Regular savings 124,847 47 0.08 % 128,967 51 0.08 % Money market accounts 87,063 312 0.72 % 60,666 62 0.21 % Time deposits: $100,000 and over 48,644 230 0.95 % 43,892 166 0.76 % Under $100,000 75,076 193 0.52 % 81,941 191 0.47 % Brokered 556 1 0.40 % 583 2 0.50 % Total interest-bearing deposits $ 496,365 $ 1,255 0.51 % $ 479,491 $ 788 0.33 % Federal funds purchased 3 — 2.14 % 2 — 1.22 % Subordinated debt 4,952 178 7.26 % 4,934 178 7.29 % Junior subordinated debt 9,279 187 4.05 % 9,279 144 3.12 % Total interest-bearing liabilities $ 510,599 $ 1,620 0.64 % $ 493,706 $ 1,110 0.45 % Non-interest bearing liabilities Demand deposits 185,160 171,029 Other liabilities 1,401 3,967 Total liabilities $ 697,160 $ 668,702 Shareholders’ equity 59,799 54,118 Total liabilities and Shareholders’ equity $ 756,959 $ 722,820 Net interest income $ 13,479 $ 12,426 Interest rate spread 3.65 % 3.60 % Cost of funds 0.47 % 0.34 % Interest expense as a percent of average earning assets 0.46 % 0.33 % Net interest margin 3.83 % 3.71 % (1) for 2018 and 34% for 2017.. The tax-equivalent adjustment was $101$104 thousand and $185$101 thousand for the six months ended June 30, 20182019 and 2017,2018, respectively.(2)42 or 2017,, which resulted in a totalan allowance for loan losses of $5.0 million, or 0.95% of total loans, at June 30, 2018. This compared to an allowance for loan losses of $5.4 million, or 1.08% of total loans, at June 30, 2017.2018. The allowance for loan losses was $5.3$5.0 million, or 1.02%0.92% of total loans, at December 31, 2017.For2018.2018,2019 resulted from net charge-offs on loans and an increase in the Bank did not recordgeneral reserve component of the allowance for loan losses that were partially offset by a decrease in the specific reserve component. Net charge-offs totaled $151 thousand for the second quarter of 2019, compared to $233 thousand of net charge-offs for the same period of 2018. The increase in the general reserve resulted primarily from the impact of $24.5 million of loan growth and increases in the historical loss rate of the loan portfolio. There were no changes to qualitative adjustment factors during the quarter. The specific reserve decreased $28 thousand during the second quarter, primarily from improvements in collateral positions on impaired loans and principal payments received. Net charge-offs totaled $233 thousand for the second quarter of 2018, compared to $7 thousand of net charge-offs for the same period of 2017. The general reserve decreased primarily from improvements in both the historical loss rate of the loan portfolio and the qualitative adjustment factors. Improvements in qualitative adjustment factors resulted from improved asset quality in the construction and land development loan class, as evidenced by lower substandard and past due loan amounts in this respective class, and improved economic conditions. Although impaired loans increased during the second quarter, there was no required increase to the specific reserve component of the allowance for loan losses.A provision for loan losses was not recorded during the second quarter of 2017 as a decrease in the general reserve component of the allowance for loan losses was offset by an increase in the specific reserve component. The decrease in the general reserve resulted primarily from an improvement in the qualitative adjustment factors for improved economic conditions. The specific reserve increased during the quarter primarily from the addition of a newly identified impaired loan for which a specific reserve was calculated.2018,2019, the Bank recorded a provision for loan losses of $200 thousand as net charge-offs on loans and an increase in the general component of the allowance for loan losses were only partially offset by a decrease in the specific reserve component. Net charge-offs totaled $214 thousand for the first six months of 2019, compared to $387 thousand of net charge-offs for the same period of 2018. The increase in the general reserve resulted primarily from the impact of $32.1 million of loan growth during the first six months of 2019. The impact of loan growth on the general reserve was partially offset by improvements in the historical loss rate of the loan portfolio. There were no changes to qualitative adjustment factors during the first six months of 2019. The specific reserve decreased $142 thousand, primarily from improvements in collateral positions on impaired loans, principal payments received, and the resolution of certain impaired loans. Net charge-offs totaled $387 thousand for the first six months of 2018, compared to $123 thousand of net recoveries for the same period of 2017. The general reserve decreased primarily from improvements in both the historical loss rate of the loan portfolio and the qualitative adjustment factors. Improvements in qualitative adjustment factors resulted from improved asset quality in the construction and land development loan class, as evidenced by lower substandard and past due loan amounts in this respective class, and improved economic conditions. There was no change to the specific reserve component of the allowance for loan losses during the six months ended June 30, 2018.The Bank did not record a provision for loan losses for the six month period ended June 30, 2017 as increases in the general and specific reserve components of the allowance for loan losses were offset by the net recoveries on loans charged off in prior periods. The increase in the general reserve resulted primarily from the impact of loan growth during the first six months of 2017. The impact of loan growth on the general reserve was partially offset by improvements in the historical loss rate of the loan portfolio and qualitative adjustment factors. Improvements in qualitative adjustment factors resulted from improved asset quality in the 1-4 family residential, other real estate, and commercial and industrial loan classes and improved economic conditions. The specific reserve component increased primarily from the addition of a newly identified impaired loan for which a specific reserve was calculated.increased $89decreased $32 thousand, or 4%2%, to $2.1$2.0 million for the three months ended June 30, 2018,2019, compared to $2.0$2.1 million for the same period in 2017.2018. The increasedecrease in noninterest income was primarily attributable to a $49$69 thousand, or 7%9%, increasedecrease in service charges on deposit accounts a $28 thousand, or 5%, increase in ATM and check card fees, and a $54$64 thousand or 15%, increasedecrease in wealth management fees, when comparing the periods.other operating income. The increasedecrease in service charges on deposit accounts was a result of higherlower overdraft revenue. The increasedecrease in ATM and check card feesother operating income was primarily attributable to revenue earned during the volume of customer check card usage.prior year from a settlement and release agreement related to brokerage services, which is no longer being earned in the current year. These decreases were partially offset by a $49 thousand, or 12%, increase in wealth management fees and a $22 thousand, or 29%, increase in income from bank owned life insurance, when comparing the periods. The increase in wealth management fees resulted primarily from higher balances of assets under management during the second quarter of 2018 compared to the same period one year ago. These increases were partially offset by a $25 thousand, or 25%, decrease in income from bank owned life insurance and a $19 thousand, or 56%, decrease in net gains on sale of loans. The decrease in income from bank owned life insurance resulted primarily from the timing of annual dividend payments received.For the six months ended June 30, 2018, noninterest income increased $781 thousand, or 20%, to $4.7 million, compared to $3.9 million for the same period in 2017. The increase in noninterest income was primarily attributable to a $56 thousand, or 4%, increase in service charges on deposit accounts, a $46 thousand, or 4%, increase in ATM and check card fees, a $114 thousand, or 16%, increase in wealth management fees, a $441 thousand increase in income from bank owned life insurance, and a $153 thousand increase in other operating income, when comparing the periods. The decrease in service charges on deposit accounts was a result of higher overdraft revenue. The increase in ATM and check card fees was primarily attributableto the volume of customer check card usage. The increase in wealth management fees resulted primarily from higher balances of assets under management during the first six months of 20182019 compared to the same period one year ago. The increase in income from bank owned life insurance was primarily attributable to the purchase of additional policies in 2019.increasedecrease in other operating income was primarily attributable to the termination of the pension plan and the subsequent distribution of plan assets in the prior year, which resulted in a one-time increase in other operating income of $126 thousand.thousand during the first quarter of 2018. Other operating income also decreased as a result of revenue earned during the prior year from a settlement and release agreement related to brokerage services. These increasesdecreases were partially offset by a $43$79 thousand, or 64%10%, decreaseincrease in net gains on salewealth management fees, when comparing the periods. The increase in wealth management fees resulted primarily from higher balances of loans.assets under management during the first six months of 2019 compared to the same period one year ago.$159$366 thousand, or 3%6%, to $5.9$6.2 million for the quarter ended June 30, 2018,2019, compared to $5.7$5.9 million for the same period in 2017.2018. The increase in noninterest expense was primarily attributable to a $105$148 thousand, or 5%, increase in salaries and employee benefits, a $78 thousand, or 48%, increase in marketing expense, an $80 thousand, or 36%, increase in legal and professional fees, and a $102 thousand, or 19%, increase in other operating expense. The increase in salaries and employee benefits resulted primarily from annual increases to employee salaries and expense associated with the supplemental executive retirement plans entered into during 2019. Marketing expense increased primarily from advertising expenses related to strategic initiatives. The increase in legal and professional fees resulted primarily from legal costs related to certain corporate initiatives and consulting expenses for bank compliance testing and the implementation of new accounting standards. The increase in other operating expense was primarily attributable to additional costs of listing the Company's common stock on the Nasdaq Capital Market stock exchange during the quarter and higher education and training expenses. These increases were partially offset by a $31 thousand, or 47%, decrease in FDIC assessment and a $40 thousand, or 33%, decrease in amortization expense. Amortization expense continued to decrease as a result of the accelerated amortization method of core deposit intangibles.$39$52 thousand, or 11%7%, increase in occupancy expense, a $110 thousand, or 41%, increase in marketing expense, a $130 thousand, or 31%, increase in legal and professional fees, and a $97$122 thousand, or 22%12%, increase in other operating expense, when comparing the periods. These increases were partially offset by a $32 thousand, or 43%, decrease in postage expense and a $40 thousand, or 25%, decrease in amortization expense.The increasesincrease in salaries and employee benefits and occupancy expense resulted primarily from annual increases to employee salaries and expense associated with the Company's expansionsupplemental executive retirement plans entered into during 2019. Occupancy expense increased primarily from expenses associated with the Richmond, Virginia market during the fourth quarterconsolidation of 2017. Expense categories most likely impactedtwo branch offices, which included costs of closing one branch office and improvements to an existing branch office. Marketing expense increased primarily from advertising expenses related to strategic initiatives. The increase in future periods as a resultlegal and professional fees resulted primarily from legal costs related to certain corporate initiatives, an increase in investment advisory expense of the wealth management department, and consulting expenses for bank compliance testing and the implementation of new branch office include salaries and employee benefits, occupancy, and equipment.accounting standards. The increase in investment advisory expense correlated with the increase in wealth management revenue when comparing the periods. The increase in other operating expense was primarily attributable to a combinationadditional costs of higher check fraud and debit card losses experienced duringlisting the quarter, higher loan servicing feesCompany's common stock on purchased consumer loans,the Nasdaq Capital Market stock exchange and higher fees requirededucation and training expenses. These increases were partially offset by the Virginia State Corporation Commission for examination, supervision, and regulation.Thea $44 thousand, or 30%, decrease in postage expense resulted primarily from efforts to lower operating costs.FDIC assessment and an $81 thousand, or 32%, decrease in amortization expense. Amortization expense continued to decrease as a result of the accelerated amortization method of core deposit intangibles.For2018, noninterest expense increased $274 thousand, or 2%2019, to $11.7 million, compared to $11.5 million for the same period in 2017. The increase in noninterest expense was primarily attributable to a $246 thousand, or 4%, increase in salaries and employee benefits, a $72 thousand, or 10%, increase in occupancy expense, and a $137 thousand, or 15%, increase in other operating expense, when comparing the periods. These increases were partially offset by an $84 thousand, or 39%, decrease in telecommunications expense and a $78 thousand, or 24%, decrease in amortization expense.The increases in salaries and employee benefits and occupancy expense resulted primarily from the Company's expansion into the Richmond, Virginia market. The increase in other operating expense was primarily attributable to a combination of higher check fraud losses, higher loan servicing fees on purchased consumer loans, and higher fees required by the Virginia State Corporation Commission for examination, supervision, and regulation. The increase in other operating expense also includes a $50 thousand death benefit payment to the beneficiary in relation to the life insurance benefits discussed in "Noninterest Income" above.Telecommunications expense decreased as a result of a refund of over-billed services in prior periods. The decrease in amortization expense was due to the accelerated amortization method of core deposit intangibles.Income TaxesIncome tax expense decreased by $183 thousand, or 24%, for the second quarter of 2018 and decreased by $295 thousand, or 21%, for the six months ended June 30, 2018, compared to the same periods one year ago. The decreases in income tax expense resulted from the new 21% federal corporate tax rate established by the Tax Cuts and Jobs Act enacted in December 2017.The Company’s income tax expense differed from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income for the three and six month periodsmonths ended June 30, 20182019 and 2017.2018. The difference was a result of net permanent tax deductions, primarily comprised of tax-exempt interest income and income from bank owned life insurance. A more detailed discussion of the Company’s tax calculation is contained in Note 11 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.2018.$24.3$25.4 million to $763.4$778.4 million at June 30, 20182019, compared to $739.1$753.0 million at December 31, 2017.2018. The increase was primarily attributable to a $15.0 million increase in securities and a $9.0$32.1 million increase in net loans, when comparing the periods.which was partially offset by a $4.5 million decrease in interest-bearing deposits in banks and a $4.9 million decrease in securities.2018,2019, total liabilities increased by $20.8$19.3 million to $701.7$705.6 million, compared to $681.0$686.3 million at December 31, 2017.2018. The increase was primarily attributable to a $21.5$19.2 million increase in total deposits. The increase in total deposits since December 31, 2017. Noninterest-bearingresulted from a $4.6 million increase in noninterest-bearing demand deposits and a $16.0 million increase in savings and interest-bearing deposits, increased $15.9 million and $6.0 million, respectively, when comparing the periods. These increases werewhich was partially offset by a $360 thousand$1.4 million decrease in time deposits since December 31, 2017.deposits.$3.5$6.1 million to $61.6$72.8 million at June 30, 20182019, compared to $58.2$66.7 million at December 31, 2017.2018. The Company's capital ratios continue to exceed the minimum capital requirements for regulatory purposes.$9.0$32.1 million to $525.9$570.0 million at June 30, 2018,2019, compared to $516.9$537.8 million at December 31, 2017. Growth2018. Commercial real estate loans increased by $17.8 million during the first six months of the loan portfolio was led2019, followed by residential real estate loans, with balances that increased by $2.9 million during the first six months of 2018, followed by commercial and industrial loans, and other real estateconstruction loans with balances that increased by $2.2$9.9 million, $4.7 million, and $2.1 million,$414 thousand, respectively. These increases were partially offset by a $756 thousand decrease in consumer loans.itof its market through the purchase of loans from another financial institution.fees, net of certain origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.$549$19 thousand at June 30, 2018,2019, compared to $183$235 thousand at December 31, 2017.2018. For those loans that are carried on non-accrual status, payments are first applied to principal outstanding. A loan may be returned to accrual status if the borrower has demonstrated a sustained period of repayment performance in accordance with the contractual terms of the loan and there is reasonable assurance the borrower will continue to make payments as agreed. These policies are applied consistently across the loan portfolio.$4.5$1.8 million and $3.8$3.4 million at June 30, 20182019 and December 31, 2017,2018, respectively.$321$381 thousand and $333$467 thousand in loans classified as TDRs as of June 30, 20182019 and December 31, 2017,2018, respectively.other real estate owned (OREO).OREO. OREO represents real property taken by the Bank when its customers do not meet the contractual obligation of their loans, either through foreclosure or through a deed in lieu thereof from the borrower and properties originally acquired for branch operations or expansion but no longer intended to be used for that purpose. OREO is recorded at the lower of cost or fair value, less estimated selling costs,and is marketed by the Bank through brokerage channels. The Bank’sBank did not have any assets classified as OREO totaled $68 thousand at June 30, 2018 and $326 thousand at 2019 or December 31, 2017. There was not a valuation allowance for other real estate owned at June 30, 2018 or December 31, 2017..$2.4$1.8 million at June 30, 20182019 and $1.3$3.2 million at December 31, 2017,2018, representing 0.31%0.23% and 0.17%0.42% of total assets, respectively. Non-performing assets included $2.3 million inconsisted only of non-accrual loans and $68 thousand in OREO at June 30, 2018 . This compares to $937 thousand in non-accrual loans2019 and $326 thousand in OREO at December 31, 2017.2018.2018, 73%2019, 49% of non-performing assets related towere residential real estate loans, 29% were commercial real estate loans, 19% related to residential real estate loans, and 8% related to commercial22% were construction and industrialland development loans. Non-performing assets could increase due to other loans identified by management as potential problem loans. Other potential problem loans are defined as performing loans that possess certain risks, including the borrower’s ability to pay and the collateral value securing the loan, that management has identified that may result in the loans not being repaid in accordance with their terms. Other potential problem loans totaled $3.8$2.8 million and $8.9$3.5 million at June 30, 20182019 and December 31, 2017,2018, respectively. The amount of other potential problem loans in future periods may be dependent on economic conditions and other factors influencing oura customers’ ability to meet their debt requirements.$549$19 thousand at June 30, 2018,2019, which was comprised of four loans expected to pay all principal and interest amounts contractually due to the Bank and two purchased consumer loans. Consumer loans purchased at origination are charged-off when they are greater than 120 days past due. ThereLoans that were $183 thousand of loans greater than 90 days past due and still accruing totaled $235 thousand at December 31, 2017.2018.20182019 and $5.3 million at December 31, 2017,2018, representing 0.95%0.87% and 1.02%0.92% of total loans, respectively. For further discussion regarding the allowance for loan losses, see “Provision for Loan Losses” above.$8$71 thousand and $285$64 thousand were recorded in the construction and land development and other real estate1-4 family residential loan classes, respectively, during the six month periodmonths ended June 30, 2018.2019. The recovery of loan losses in the construction and land development loan class resulted primarily from net recoveries of loans charged off in prior periods and a decrease in the specific reserve. The decrease in the specific reserve for the construction and land development loan class resulted from improvements in qualitative adjustment factors.collateral positions on impaired loans and principal payments received. The recovery of loan losses in the other real estate1-4 family residential loan class resulted primarily from improvementsa decrease in the historical loss ratespecific reserve. The decrease in the specific reserve for the 1-4 family residential loan class resulted from principal payments received and qualitative adjustment factors.the resolution of certain impaired loans. These recoveries were offset by provision for loan losses totaling $393$335 thousand in the 1-4 family residential,other real estate, commercial and industrial, and consumer and other loan classes. For more detailed information regarding the provision for loan losses, see Note 4 to the Consolidated Financial Statements.$4.5$1.8 million and $3.8$3.4 million at June 30, 20182019 and December 31, 2017,2018, respectively. There was not aThe related allowance for loan losses provided for these loans totaled $101 thousand and $243 thousand at June 30, 2018 or 2019 and December 31, 2017.2018, respectively. The average recorded investment in impaired loans during the six months ended June 30, 20182019 and the year ended December 31, 20172018 was $3.6$2.2 million and $4.7$3.5 million, respectively. Included in the impaired loans total are loans classified as TDRs totaling $321$381 thousand and $333$467 thousand at June 30, 20182019 and December 31, 2017,2018, respectively. Loans classified as TDRs represent situations in which a modification to the contractual interest rate or repayment structure has been granted to address a financial hardship. As of June 30, 2018, $273 thousand2019, none of these TDRs were performing under the restructured terms and all were not considered non-performing assets.4620182019 totaled $154.0$140.0 million, an increasea decrease of $15.0$4.9 million, or 11%3%, from $139.0$145.0 million at December 31, 2017.2018. Investment securities are comprised of U.S. agency and mortgage-backed securities, obligations of state and political subdivisions, corporate debt securities, and restricted securities. As of June 30, 2018,2019, neither the Company nor the Bank held any derivative financial instruments in their respective investment security portfolios. Gross unrealized gains in the available for sale portfolio totaled $67 thousand$1.3 million and $153$75 thousand at June 30, 20182019 and December 31, 2017,2018, respectively. Gross unrealized losses in the available for sale portfolio totaled $2.9 million$319 thousand and $1.5$2.4 million at June 30, 20182019 and December 31, 2017,2018, respectively. Gross unrealized gains in the held to maturity portfolio totaled $17$89 thousand and $90$29 thousand at June 30, 20182019 and December 31, 2017,2018, respectively. Gross unrealized losses in the held to maturity portfolio totaled $1.3$121 thousand and $1.0 million and $596 thousand at June 30, 20182019 and December 31, 2017,2018, respectively. Investments in an unrealized loss position were considered temporarily impaired at June 30, 20182019 and December 31, 2017.2018. The change in the unrealized gains and losses of investment securities from December 31, 20172018 to June 30, 20182019 was related to changes in market interest rates and was not related to credit concerns of the issuers.2018,2019, deposits totaled $686.5$689.8 million, an increase of $21.5$19.2 million, from $665.0$670.6 million at December 31, 2017.2018. There was a slight change in the deposit mix when comparing the periods. At June 30, 2018,2019, noninterest-bearing demand deposits, savings and interest-bearing demand deposits, and time deposits composed 29%27%, 53%56%, and 18%17% of total deposits, respectively, compared to 27%, 54%55%, and 19%18% at December 31, 2017.2018.2018,2019, cash, interest-bearing and noninterest-bearing deposits with banks, securities, and loans maturing within one year totaled $97.9$106.0 million. At June 30, 2018, 11%2019, 14% or $55.9$80.2 million of the loan portfolio matures within one year. Non-deposit sources of available funds totaled $130.0$164.7 million at June 30, 2018,2019, which included $77.2$99.1 million available from Federal Home Loan Bank of Atlanta (FHLB), $42.0$53.0 million of unsecured federal funds lines of credit with other correspondent banks, and $10.8$12.6 million available through the Federal Reserve Discount Window.47issued in February 2015, and is no longernot obligated to report consolidated regulatory capital.In July 2013,U.S. bankingBank became subject to new capital rules adopted by federal bank regulators adopted a final rule which implementsimplementing the Basel III regulatory capital reforms fromadopted by the Basel Committee on Banking Supervision (the Basel Committee), and certain changes required by the Dodd-Frank Act. final rule established an integrated regulatory capital framework and introduces the “Standardized Approach” for risk-weighted assets, which replaced the Basel I risk-based guidance for determining risk-weighted assets as of January 1, 2015, the date the Bank became subject to the new rules. Based on the Bank’s current capital composition and levels, the Bank believes it is in compliance with the requirements as set forth in the final rules.The rules included new risk-based capital and leverage ratios, which are being phased in from 2015 to 2019, and refined the definition of what constitutes “capital” for purposes of calculating those ratios. The new minimum capital level requirements applicable to the Bank under the final rules wereare as follows: a new common equity Tier 1 capital ratio of 4.5%; a Tier 1 capital ratio of 6% (increased from 4%); a total capital ratio of 8% (unchanged from previous rules); and a Tier 1 leverage ratio of 4% for all institutions. The final rules also established a “capital conservation buffer” above the new regulatory minimum capital requirements. The capital conservation buffer is beingwas phased-in over four years which beganand, as fully implemented on January 1, 2016, as follows: the maximum2019, requires a buffer was 0.625%of 2.5% of risk-weighted assets for 2016 and 1.25% for 2017, is 1.875% for 2018, and will be 2.5% for 2019 and thereafter.assets. This will resultresults in the following minimum capital ratios beginning in 2019:2019: a common equity Tier 1 capital ratio of 7.0%, a Tier 1 capital ratio of 8.5%, and a total capital ratio of 10.5%. Under the final rules, institutions are subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions. Management believes, as of June 30, 20182019 and December 31, 2017,2018, that the Bank met all capital adequacy requirements to which it is subject, including the capital conservation buffer.2018:2019: 13.4714.24 % 12.5213.37 % 12.5213.37 % 8.669.96 % 5.476.24 % (1) final rules also contain revisions to the prompt corrective action framework which is designed to place restrictions on insured depository institutions if their capital levels begin to show signs of weakness. Under the prompt corrective action requirements, which are designed to complement the capital conservation buffer, insured depository institutions are now required to meet the following increased capital level requirements in order to qualify as “well capitalized:” a new common equity Tier 1 capital ratio of 6.5%; a Tier 1 capital ratio of 8% (increased from 6%); a total capital ratio of 10% (unchanged from previous rules); and a Tier 1 leverage ratio of 5% (unchanged from previous rules). The Bank met the requirements to qualify as "well capitalized" as of June 30, 2019 and December 31, 2018.2017.2018.48$85.4$94.7 million at June 30, 2018,2019, and $78.0$91.1 million at December 31, 2017,2018, are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Bank, is based on management’s credit evaluation of the customer.usually do not contain a specified maturity date and may or may not be drawn upon to the total extent to which the Bank is committed.20182019 and December 31, 2017,2018, the Bank had $10.3$10.4 million and $10.4$9.9 million in outstanding standby letters of credit, respectively.2018,2019, the Bank had $3.5$6.3 million in locked-rate commitments to originate mortgage loans. Risks arise from the possible inability of counterparties to meet the terms of their contracts. The Bank does not expect any counterparty to fail to meet its obligations.20182019 was carried out under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer. Based on and as of the date of such evaluation, the aforementioned officers concluded that the Company’s disclosure controls and procedures were effective..2017.31.1CertificationCertification.CertificationCertification.13501350.13501350.20182019 formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements.5110, 20188, 201910, 20188, 2019EXHIBIT INDEXNumberDocumentCertification of Chief Executive Officer, Section 302 CertificationCertification of Chief Financial Officer, Section 302 CertificationCertification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350101The following materials from First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements.53