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 SeptemberJune 30,, 2017 2019

OR

 

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

 

For the transition period from                        to                        

 

Commission File Number: 0-14549


First US Bancshares, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware

63-0843362

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer

Identification No.)

 

3291 U.S. Highway 280

Birmingham, AL

35243

(Address of Principal Executive Offices)

(Zip Code)

 

(205) 582-1200

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)


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, $0.01 par value

FUSB

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 RegulationsRegulation S-T (§ 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

  (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

  

 

If an emerging growth company, indicate by check mark ofif 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’sissuer’s classes of common stock, as of the latest practicable date.

 

Class

Outstanding at NovemberAugust 6, 8, 20172019

Common Stock, $0.01 par value

6,077,3546,306,161 shares




 

 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

 

  

PAGE

   
 

PART I. FINANCIAL INFORMATION

 
   

ITEM 1.

FINANCIAL STATEMENTS

 
   

Interim Condensed Consolidated Balance Sheets at SeptemberJune 30, 20172019 (Unaudited) and December 31, 20162018

4
   

Interim Condensed Consolidated Statements of Operations for the Three and NineSix Months Ended SeptemberJune 30, 20172019 and 20162018 (Unaudited)

5
Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2019 and 2018 (Unaudited)6
   

Interim Condensed Consolidated Statements of Comprehensive Income for the Three and NineSix Months Ended SeptemberJune 30, 20172019 and 20162018 (Unaudited)

67
   

Interim Condensed Consolidated Statements of Cash Flows for the NineSix Months Ended SeptemberJune 30, 20172019 and 20162018 (Unaudited)

78
   

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

89
   

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

3540
   

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

5051
   

ITEM 4.

CONTROLS AND PROCEDURES

51
   
 

PART II. OTHER INFORMATION

52
   

ITEM 1.

LEGAL PROCEEDINGS

52
   

ITEM 1A.

RISK FACTORS

52
   

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

52
ITEM 5.OTHER INFORMATION52
   

ITEM 6.

EXHIBITS

5253
   

Signature Page

5354

 


 

FORWARD-LOOKING STATEMENTS

 

Statements contained in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). In addition, First US Bancshares, Inc. (“Bancshares” and, together with its subsidiaries, the “Company”), through its senior management, from time to time makes forward-looking statements concerning its expected future operations and performance and other developments. The words “estimate,” “project,” “intend,” “anticipate,” “expect,” “believe,” continues“continues” and similar expressions are indicative of forward-looking statements. Such forward-looking statements are necessarily estimates reflecting the Company’s best judgment based on current information and involve a number of risks and uncertainties, and various factors could cause results to differ materially from those contemplated by such forward-looking statements. Such factors could include those identified from time to time in the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements, including the risk factors described in Part I, Item 1A of the Company’sCompany's Annual Report on Form 10-K as of and for the year ended December 31, 2016.2018. Specifically, with respect to statements relating to loan demand, growth and earnings potential, geographic expansion and the adequacysufficiency of the allowance for loan and lease losses, for the Company,loan demand, cash flows, growth and earnings potential and expansion, these factors include, but are not limited to, the rate of growth (or lack thereof) in the economy generally and in the Company’s service areas, market conditions and investment returns, changes in interest rates, the pending discontinuation of LIBOR as an interest rate benchmark, the availability of quality loans in the Company’s service areas, the relative strength and weakness in the consumer and commercial credit sectors and in the real estate markets, collateral values and collateral values.cybersecurity threats. With respect to the Company’s acquisition of The Peoples Bank, these factors include, but are not limited to, difficulties, delays and unanticipated costs in integrating the organizations’ businesses or realized expected cost savings and other benefits; business disruptions as a result of the integration of the organizations, including possible loss of customers; diversion of management time to address integration-related issues; and changes in asset quality and credit risk as a result of the transaction. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to revise forward-looking statements to reflect circumstances or events that occur after the dates on which the forward-looking statements are made, except as required by law.

 


 

PART I. FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS

 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

 

 

September 30,

  

December 31,

   

June 30,

  

December 31,

 
 

2017

  

2016

   

2019

  

2018

 
 

(Unaudited)

       

(Unaudited)

     

ASSETS

ASSETS

  

ASSETS

 

Cash and due from banks

 $8,705  $7,018   $10,895  $9,796 

Interest-bearing deposits in banks

  23,849   16,512    33,964   39,803 

Total cash and cash equivalents

  32,554   23,530    44,859   49,599 
Federal funds sold  15,081   8,354 
Investment securities available-for-sale, at fair value 158,425  181,910    117,961   132,487 

Investment securities held-to-maturity, at amortized cost

  27,377   25,904    18,688   21,462 

Federal Home Loan Bank stock, at cost

  1,396   1,581    713   703 

Loans, net of allowance for loan losses of $4,808 and $4,856, respectively

  338,026   322,772  

Premises and equipment, net

  26,242   18,340  

Loans, net of allowance for loan and lease losses of $5,087 and $5,055, respectively

  511,515   514,867 

Premises and equipment, net of accumulated depreciation

  29,491   27,643 

Cash surrender value of bank-owned life insurance

  14,843   14,603    15,391   15,237 

Accrued interest receivable

  1,877   1,987    2,476   2,816 
Goodwill and core deposit intangible, net 9,056  9,312 

Other real estate owned

  3,819   4,858    1,258   1,505 

Other assets

  10,040   11,407    10,682   7,954 

Total assets

 $614,599  $606,892   $777,171  $791,939 

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES AND SHAREHOLDERS’ EQUITY

  

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

Deposits

 $508,385  $497,556   $682,806  $704,725 

Accrued interest expense

  281   241    526   424 

Other liabilities

  6,444   7,735    10,018   6,826 

Short-term borrowings

  10,635   10,119    73   527 

Long-term debt

  10,000   15,000  

Total liabilities

  535,745   530,651    693,423   712,502 

Commitments and contingencies

         

        

Shareholders’ equity:

                 

Common stock, par value $0.01 per share, 10,000,000 shares authorized; 7,341,556 and 7,329,060 shares issued, respectively; 6,077,354 and 6,043,102 shares outstanding, respectively

  73   73  
Common stock, par value $0.01 per share, 10,000,000 shares authorized; 7,567,784 and 7,562,264 shares issued, respectively; 6,306,161 and 6,298,062 shares outstanding, respectively  75   75 

Surplus

  10,657   10,786    13,646   13,496 

Accumulated other comprehensive income (loss), net of tax

  25   (1,277) 

Accumulated other comprehensive loss, net of tax

  (338)  (2,377)

Retained earnings

  88,525   87,434    90,737   88,668 

Less treasury stock: 1,264,202 and 1,285,958 shares at cost, respectively

  (20,414

)

  (20,764)

 

Less treasury stock: 1,261,623 and 1,264,202 shares at cost, respectively

  (20,372

)

  (20,414

)

Noncontrolling interest

  (12

)

  (11)

 

  

 

  (11

)

Total shareholders’ equity

  78,854   76,241    83,748   79,437 

Total liabilities and shareholders’ equity

 $614,599  $606,892   $777,171  $791,939 

 

The accompanying notes are an integral part of these Interim Condensed Consolidated Statements.

 


 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Thousands, Except Per Share Data)

 

 

Three Months Ended

   Nine Months Ended       

Three Months Ended

  Six Months Ended  
 

September 30,

   September 30,       

June 30,

  June 30,  
 

2017

  

2016

    2017    2016  

2019

  

2018

  2019  2018 
 

(Unaudited)

       (Unaudited)  

(Unaudited)

  (Unaudited) 

Interest income:

                                

Interest and fees on loans

 $6,802  $6,773  $19,928  $19,192  $9,833  $7,331  $19,506  $14,420 

Interest on investment securities

  1,018   987   3,085   3,242   1,090   1,059   2,230   2,089 

Total interest income

  7,820   7,760   23,013   22,434   10,923   8,390   21,736   16,509 
                                

Interest expense:

                                

Interest on deposits

  617   532   1,713   1,568   1,690   798   3,330   1,499 

Interest on borrowings

  68   55   189   115      90      194 

Total interest expense

  685   587   1,902   1,683   1,690   888   3,330   1,693 
                                

Net interest income

  7,135   7,173   21,111   20,751   9,233   7,502   18,406   14,816 
                                

Provision for loan losses

  373   680   1,464   1,383 

Provision for loan and lease losses

  715   702   1,115   1,360 
                                

Net interest income after provision for loan losses

  6,762   6,493   19,647   19,368 

Net interest income after provision for loan and lease losses

  8,518   6,800   17,291   13,456 
                                

Non-interest income:

                                

Service and other charges on deposit accounts

  481   463   1,406   1,306   443   444   903   911 

Credit insurance income

  160   256   459   570   108   100   251   318 
Net gain on sales and prepayments of investment securities 178  259  228  657 
Mortgage fees from secondary market  186   144   289   261 

Other income, net

  417   589   1,240   1,503   554   444   1,113   782 

Total non-interest income

  1,236   1,567   3,333   4,036   1,291   1,132   2,556   2,272 
                                

Non-interest expense:

                                

Salaries and employee benefits

  4,370   4,334   13,048   12,734   5,195   4,533   10,183   9,100 

Net occupancy and equipment

  806   830   2,276   2,381   1,046   873   2,135   1,762 

Other real estate/foreclosure expense, net

  244   124   461   370 
Computer services  333   317   684   609 

Fees for professional services

  321   266   563   539 

Other expense

  1,770   2,060   5,305   6,184   1,609   1,503   3,392   2,783 

Total non-interest expense

  7,190   7,348   21,090   21,669   8,504   7,492   16,957   14,793 
                                

Income before income taxes

  808   712   1,890   1,735   1,305   440   2,890   935 

Provision for income taxes

  173   162   435   406   300   81   651   162 

Net income

 $635  $550  $1,455  $1,329  $1,005  $359  $2,239  $773 

Basic net income per share

 $0.10  $0.09  $0.24  $0.22  $0.16  $0.06  $0.35  $0.13 

Diluted net income per share

 $0.10  $0.09  $0.22  $0.21  $0.15  $0.06  $0.33  $0.12 

Dividends per share

 $0.02  $0.02  $0.06  $0.06  $0.02  $0.02  $0.04  $0.04 

 

The accompanying notes are an integral part of these Interim Condensed Consolidated Statements.

 


 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Dollars in Thousands, Except Share and Per Share Data)

For the three months ended June 30, 2019 and 2018 (Unaudited)

  

Common

Stock

Shares Outstanding

  

Common

Stock

  

Surplus

  

Accumulated

Other

Comprehensive

Income (Loss)

  

Retained

Earnings

  

Treasury

Stock,

at Cost

  

Non-

controlling

Interest

  

Total

Shareholders’

Equity

 

Balance, March 31, 2018

  

6,087,264

  

$

73

  

$

10,867

  

$

(1,955

)

 

$

86,965

  

$

(20,414

)

 

$

(11

)

 

$

75,525

 

Net income

  

   

   

   

   

359

   

   

   

359

 

Net change in fair value of securities available-for-sale, net of tax

  

   

   

   

(298

)

  

   

   

   

(298

)

Net change in fair value of derivative instruments, net of tax

  

   

   

   

66

   

   

   

   

66

 

Dividends declared: $.02 per share

  

   

   

   

   

(121

)

  

   

   

(121

)

Impact of stock-based compensation plans, net

  

5,000

   

   

103

   

   

   

   

   

103

 

Balance, June 30, 2018

  

6,092,264

  

$

73

  

$

10,970

  

$

(2,187

)

 

$

87,203

  

$

(20,414

)

 

$

(11

)

 

$

75,634

 
                                 

Balance, March 31, 2019

  

6,303,582

  

$

75

  

$

13,589

  

$

(1,536

)

 

$

89,859

  

$

(20,414

)

 

$

  

$

81,573

 

Net income

  

   

   

   

   

1,005

   

   

   

1,005

 

Net change in fair value of securities available-for-sale, net of tax

  

   

   

   

1,198

   

   

   

   

1,198

 

Dividends declared: $.02 per share

  

   

   

   

   

(127

)

  

   

   

(127

)

Impact of stock-based compensation plans, net

  

   

   

99

   

   

   

   

   

99

 
Reissuance of treasury stock as compensation  2,579      (42)        42       

Balance, June 30, 2019

  

6,306,161

  

$

75

  

$

13,646

  

$

(338

)

 

$

90,737

  

$

(20,372

)

 

$

  

$

83,748

 

For the six months ended June 30, 2019 and 2018 (Unaudited)

  

Common

Stock

Shares Outstanding

  

Common

Stock

  

Surplus

  

Accumulated

Other

Comprehensive

Income (Loss)

  

Retained

Earnings

  

Treasury

Stock,

at Cost

  

Non-

controlling

Interest

  

Total

Shareholders’

Equity

 

Balance, January 1, 2018

  

6,081,744

  

$

73

  

$

10,755

  

$

(868

)

 

$

86,673

  

$

(20,414

)

 

$

(11

)

 

$

76,208

 

Net income

  

   

   

   

   

773

   

   

   

773

 

Net change in fair value of securities available-for-sale, net of tax

  

   

   

   

(1,719

)

  

   

   

   

(1,719

)

Net change in fair value of derivative instruments, net of tax

  

   

   

   

400

   

   

   

   

400

 

Dividends declared: $.02 per share

  

   

   

   

   

(243

)

  

   

   

(243

)

Impact of stock-based compensation plans, net

  

10,520

   

   

215

   

   

   

   

   

215

 

Balance, June 30, 2018

  

6,092,264

  

$

73

  

$

10,970

  

$

(2,187

)

 

$

87,203

  

$

(20,414

)

 

$

(11

)

 

$

75,634

 
                                 

Balance, January 1, 2019

  

6,298,062

  

$

75

  

$

13,496

  

$

(2,377

)

 

$

88,668

  

$

(20,414

)

 

$

(11

)

 

$

79,437

 

Net income

  

   

   

   

   

2,239

   

   

   

2,239

 

Net change in fair value of securities available-for-sale, net of tax

  

   

   

   

2,039

   

   

   

   

2,039

 

Dividends declared: $.02 per share

  

   

   

   

   

(253

)

  

   

   

(253

)

Impact of stock-based compensation plans, net

  

5,520

   

   

192

   

   

   

   

   

192

 
Reissuance of treasury stock as compensation  2,579      (42)        42       

Discontinuation of partnership consolidation

  

   

   

   

   

83

   

   

11

   

94

 

Balance, June 30, 2019

  

6,306,161

  

$

75

  

$

13,646

  

$

(338

)

 

$

90,737

  

$

(20,372

)

 

$

  

$

83,748

 


FIRST US BANCSHARES, INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in Thousands)

 

  

Three Months Ended

       Nine Months Ended 
  

September 30,

       September 30, 
  

2017

  

2016

    2017    2016 
  

(Unaudited)

       (Unaudited) 

Net income

 $635  $550  $1,455  $1,329 

Other comprehensive income:

                

Unrealized holding gains (losses) on securities available-for-sale arising during period, net of tax expense (benefit) of $(7), $(39), $864 and $656, respectively

  (12)  (66)  1,481   1,125 

Reclassification adjustment for net gains on securities available-for-sale realized in net income, net of tax expense of $66, $93, $84 and $238, respectively

  (113)  (160

)

  (144)  (410
Unrealized holding gains (losses) arising during the period on effective cash flow hedge derivatives, net of tax expense (benefit) of $(1), $34, $(20) and $(48), respectively  (1)  

57

   (35)  

(82

)

Other comprehensive income (loss)

  (126)  (169

)

  1,302   633 

Total comprehensive income

 $509  $381  $2,757  $1,962 
  

Three Months Ended

  Six Months Ended 
  

June 30,

  June 30, 
  

2019

  

2018

  2019  2018 
  

(Unaudited)

  (Unaudited) 

Net income

 $1,005  $359  $2,239  $773 

Other comprehensive income (loss):

                

Unrealized holding gains (losses) on securities available-for-sale arising during period, net of tax expense (benefit) of $402, $(74), $686 and $(547), respectively

  1,205   (222)  2,056   (1,640)

Reclassification adjustment for net gains on securities available-for-sale realized in net income, net of tax of $2, $26, $5 and $26, respectively

  (7)  (76)  (17)  (79)
Unrealized holding gains arising during the period on effective cash flow hedge derivatives, net of tax expense of $0, $22, $0 and $134, respectively     66      400 

Other comprehensive income (loss)

  1,198   (232)  2,039   (1,319)

Total comprehensive income (loss)

 $2,203  $127  $4,278  $(546)

 

The accompanying notes are an integral part of these Interim Condensed Consolidated Statements.

 


 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

 

 

Nine Months Ended

  

Six Months Ended

 
 

September 30,

  

June 30,

 
 

2017

  

2016

  

2019

  

2018

 
 

(Unaudited)

  

(Unaudited)

 

Cash flows from operating activities:

                

Net income

 $1,455  $1,329  $2,239  $773 

Adjustments to reconcile net income to cash provided by operating activities:

                

Depreciation and amortization

  781   726   796   704 

Provision for loan losses

  1,464

 

  1,383

 

Provision for loan and lease losses

  1,115   1,360 

Deferred income tax provision

  231   368   624   154 

Net gain on sale and prepayment of investment securities

  

(228

)

  (657

)

  (22)  (105

)

Stock-based compensation expense

  262   218   192   215 

Net amortization of securities

  869   1,163   306   424 
Amortization of intangible assets 256   

Net loss on premises and equipment and other real estate

  453   573   245   293 

Changes in assets and liabilities:

                

Decrease (increase) in accrued interest receivable

  110   (14)

Decrease in other assets

  57   224 

Decrease in accrued interest receivable

  340   98 

Increase in other assets

  (4,079)  (77)

Increase in accrued interest expense

  40

 

  51

 

  102   63 

Decrease in other liabilities

  (114

)

  (27

)

Increase (decrease) in other liabilities

  3,192   (155

)

Net cash provided by operating activities

  5,380   5,337   5,306   3,747 

Cash flows from investing activities:

                
Net increase in federal funds sold (6,727)  

Purchases of investment securities, available-for-sale

  (15,254

)

  (49,236

)

  (2,784)  (15,224

)

Purchases of investment securities, held-to-maturity

  (4,696

)

  (13,850

)

Proceeds from sales of investment securities, available-for-sale

  

1,749

   30,439      4,221 

Proceeds from maturities and prepayments of investment securities, available-for-sale

  38,570   37,131   19,787   20,899 

Proceeds from maturities and prepayments of investment securities, held-to-maturity

  3,119   17,779   2,733   1,903 

Net decrease (increase) in Federal Home Loan Bank stock

  

185

   

(343

)

Net (increase) decrease in Federal Home Loan Bank stock

  (10)  196 

Proceeds from the sale of premises and equipment and other real estate

  1,215   1,208   768   1,915 

Net change in loan portfolio

  (17,326)  (64,081)

Net (increase) decrease in loans

  1,455   (11,146)

Purchases of premises and equipment

  (9,858

)

  (4,554

)

  (2,642)  (715

)

Net cash used in investing activities

  (2,296)  (45,507)

Net cash provided by investing activities

  12,580   2,049 

Cash flows from financing activities:

                

Net increase in customer deposits

  10,829

 

  14,570

 

Net increase (decrease) in other borrowings

  516   (2,017)
Net increase (decrease) in Federal Home Loan Bank advances (5,000)  10,000 
Net share-based compensation transactions (41)   

Net increase (decrease) in deposits

  (21,919)  14,349 

Net decrease in short-term borrowings

  (454)  (5,228)

Dividends paid

  (364

)

  (362

)

  (253)  (243

)

Net cash provided by financing activities

  5,940

 

  22,191

 

Net cash provided by (used in) financing activities

  (22,626)  8,878 

Net increase (decrease) in cash and cash equivalents

  9,024

 

  (17,979

)

  (4,740)  14,674 

Cash and cash equivalents, beginning of period

  23,530   44,072   49,599   27,124 

Cash and cash equivalents, end of period

 $32,554  $26,093  $44,859  $41,798 

Supplemental disclosures:

                

Cash paid for:

                

Interest

 $1,862  $1,632  $3,228  $1,630 

Income taxes

  

77

   85   151   137 

Non-cash transactions:

                
Assets acquired in settlement of loans 608  1,009   782   378 

Reissuance of treasury stock as compensation

 $350  $53  42   

 

The accompanying notes are an integral part of these Interim Condensed Consolidated Statements.

 


 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1.

GENERAL

 

The accompanying unaudited interim condensed consolidated financial statements include the accounts of First US Bancshares, Inc. (“Bancshares”) and its subsidiaries (collectively, the “Company”). Bancshares is the parent holding company of First US Bank (the “Bank”). The Bank operates a finance company subsidiary, Acceptance Loan Company, Inc. (“ALC”). Management has determined that the Bank and ALC comprise Bancshares’ two reportable operating segments. All significant intercompany transactions and accounts have been eliminated.

 

The unaudited interim condensed consolidated financial statements, in the opinion of management, reflect all adjustments necessary for a fair presentation of the Company’s consolidated financial position, results of operations and cash flows for the periods presented. Such adjustments are of a normal, recurring nature. The results of operations for any interim period are not necessarily indicative of results expected for the fiscal year ending December 31, 2017.2019. While certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), management believes that the disclosures herein are adequate to make the information presented not misleading. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2016.2018.

 

2.

BASIS OF PRESENTATION

 

Summary of Significant Accounting Policies

 

Certain significant accounting policies followed by the Company are set forth in Note 2, “Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2016.2018.

 

Net Income Per Share and Comprehensive Income

 

Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.(basic shares). Included in basic shares are certain shares that have been accrued as of the balance sheet date as deferred compensationcompensation for members of Bancshares’ Board of Directors. Diluted net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding, during the period, adjusted for the effect of potentially dilutive stock awards outstanding during the period.period (dilutive shares). The dilutive shares consist of nonqualified stock option grants issued to employees and members of Bancshares’ Board of Directors pursuant to Bancshares’ 2013 Incentive Plan (the(as amended, the “2013 Incentive Plan”) previously approved by Bancshares’ shareholders. The following table reflects weighted average shares used to calculate basic and diluted net income per share for the periods presented.

 

 

Three Months Ended

  

Nine Months Ended

  

Three Months Ended

  

Six Months Ended

 
 

September 30,

  

September 30,

  

June 30,

  

June 30,

 
 

2017

  

2016

  

2017

  

2016

  

2019

  

2018

  

2019

  

2018

 

Basic shares

  6,176,381   6,151,701   6,170,892   6,147,325   6,423,642   6,195,801   6,420,653   6,192,117 

Dilutive shares

  320,501   272,550   320,501   272,550   427,282   378,701   427,282   378,701 

Diluted shares

  6,496,882   6,424,251   6,491,393   6,419,875   6,850,924   6,574,502   6,847,935   6,570,818 

 

 

Three Months Ended

 

      Nine Months Ended

 

 

Three Months Ended

  

Six Months Ended

 
 

September 30,

 

      September 30,

 

 

June 30,

  

June 30,

 
 

2017

 

2016

 

  2017

 

 

 2016

 

 

2019

  

2018

  

2019

  

2018

 
 

(Dollars in Thousands, Except Per Share Data)

 

 

(Dollars in Thousands, Except Per Share Data)

 

Net income

 

$

635

 

$

550

 

$

1,455

  

$

1,329

  $1,005  $359  $2,239  $773 

Basic net income per share

 

$

0.10

 

$

0.09

 

$

0.24

  

$

0.22

  $0.16  $0.06  $0.35  $0.13 

Diluted net income per share

 

$

0.10

 

$

0.09

 

$

0.22

  

$

0.21

  $0.15  $0.06  $0.33  $0.12 

Comprehensive Income

 

Comprehensive income consists of net income, as well as unrealized holding gains and losses that arise during the period associated with the Company’sCompany’s available-for-sale securities portfolio and the effective portion of cash flow hedge derivatives. In the calculation of comprehensive income, reclassification adjustments are made for gains or losses realized in the statement of operations associated with the sale of available-for-sale securities, settlement of derivative contracts or changes in the fair value of cash flow derivatives.

 

Accounting Policies Recently Adopted and Pending Accounting Pronouncements

 

Accounting Standards Update (“ASU”) 2016-132017-12, “Targeted Improvements to Accounting for Hedging Activities.” This ASU simplifies and expands the eligible hedging strategies for financial and nonfinancial risks by more closely aligning hedge accounting with a company’s risk management activities, and also simplifies the application of Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging, through targeted improvements in key practice areas. This includes expanding the list of items eligible to be hedged and amending the methods used to measure the effectiveness of hedging relationships. In addition, the ASU prescribes how hedging results should be presented and requires incremental disclosures. These changes are intended to allow preparers more flexibility and to enhance the transparency of how hedging results are presented and disclosed. Further, the ASU provides partial relief on the timing of certain aspects of hedge documentation and eliminates the requirement to recognize hedge ineffectiveness separately in earnings in the current period. ASU 2017-12 became effective for the Company on January 1, 2019. The adoption of ASU 2017-12 did not have a material impact on the Company’s consolidated financial statements.


"ASU 2016-02, “Leases (Topic 842).” Issued in February 2016, ASU 2016-02 was issued by the Financial Accounting Standards Board (“FASB”) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and by disclosing key information about leasing arrangements. ASU 2016-02 requires organizations that lease assets (lessees) to recognize on the balance sheet the assets and liabilities for the rights and obligations created by the lease for all operating leases under current U.S. GAAP with a term of more than 12 months. ASU 2016-02 became effective for the Company on January 1, 2019. Refer to Note 13, Leases, for additional information regarding the adoption of ASU 2016-02. As a result of implementation of the standard, the Company recorded a right-of-use asset and lease liability. As of June 30, 2019, both the right-of-use asset and lease liability totaled approximately $3.8 million.

Pending Accounting Pronouncements

ASU 2018-15, “Intangibles-Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force).” Issued in August 2018, ASU 2018-15 aims to reduce complexity in the accounting for costs of implementing a cloud computing service arrangement. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The amendments of ASU 2018-15 require an entity to follow the guidance in FASB ASC Subtopic 350-40, “Intangibles-Goodwill and Other – Internal-Use Software,” in order to determine which implementation costs to capitalize as assets related to the service contract and which costs to expense. The amendments of ASU 2018-15 also require an entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement (i.e., the noncancellable period of the arrangement plus periods covered by (1) an option to extend the arrangement if the entity is reasonably certain to exercise that option, (2) an option to terminate the arrangement if the entity is reasonably certain not to exercise the option and (3) an option to extend (or not to terminate) the arrangement in which exercise of the option is in the control of the vendor). ASU 2018-15 also requires an entity to present the expense related to the capitalized implementation costs in the same line item in the statement of income as the fees associated with the hosting element (service) of the arrangement, and to classify payments for capitalized implementation costs in the statement of cash flows in the same manner as payments made for fees associated with the hosting element. ASU 2018-15 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company does not currently have any material amount of implementation costs related to hosting arrangements that are service contracts, and the Company does not expect the adoption of ASU 2018-15 to have a material impact on the Company’s consolidated financial statements.

ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.” Issued in August 2018, the amendments in this ASU remove disclosure requirements in ASC Topic 820 related to (1) the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy, (2) the policy for timing of transfers between levels and (3) the valuation processes for Level 3 fair value measurements. The ASU also modifies disclosure requirements such that (1) for investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date that restrictions from redemption might lapse, only if the investee has communicated the timing to the entity or announced the timing publicly, and (2) it is clear that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. Additionally, this ASU adds disclosure requirements for public entities about (1) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period, and (2) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments of ASU 2018-13 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Management is currently evaluating the impact that this ASU will have on the Company’s consolidated financial statements.

ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.”  Issued in January 2017, ASU 2017-04 simplifies the manner in which 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. In computing the implied fair value of goodwill under Step 2, an entity, prior to the amendments in ASU 2017-04, had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities, including unrecognized assets and liabilities, in accordance with the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. However, under the amendments in ASU 2017-04, an entity should (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, ASU 2017-04 removes the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails such qualitative test, to perform Step 2 of the goodwill impairment test. ASU 2017-04 is effective prospectively for annual, or any interim, goodwill impairment tests in fiscal years beginning after December 15, 2019. Management is currently evaluating the impact that this ASU will have on the Company’s consolidated financial statements.

ASU 2016-13, "Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments.Instruments.” Issued in June 2016, ASU 2016-13 removes the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables and held-to-maturity debt securities. Under current U.S. GAAP, companies generally recognize credit losses when it is probable that the loss has been incurred. The revised guidance will removeremoves all current recognition thresholds and will requirerequires companies to recognize an allowance for lifetime expected credit losses. Credit losses will be immediately recognized through net income;income; the amount recognized will be based on the current estimate of contractual cash flows not expected to be collected over the financial asset’s contractual term. ASU 2016-13 also amends the credit loss measurement guidance for available-for-sale debt securities. For public business entities,The standard will add new disclosures related to factors that influenced management’s estimate, including current expected credit losses, the changes in those factors and reasons for the changes, as well as the method applied to revert to historical credit loss experience. As originally issued, ASU 2016-13 is effective for financial statements issued for fiscal years and for interim periods within those fiscal years beginning after December 15, 2019. Institutions will be2019, with institutions required to apply the changes through a cumulative-effect adjustment to their retained earnings balance as of the beginning of the first reporting period in which the guidance is effective. ManagementIn July 2019, the FASB proposed rules that would delay implementation of ASU 2016-13 by three years for certain small public lenders, which would include the Company. The proposal is currently evaluatingundergoing a 30-day comment period. Management has been in the impact that this ASU will have onprocess of developing a revised model to calculate the Company’s consolidated financial statements.

ASU 2016-09, “Compensation-Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting.”  Issued in March 2016, ASU 2016-09 seeks to reduce complexity in accounting standards by simplifying several aspects of the accountingallowance for share-based payment transactions, including (1) accounting for income taxes; (2) classification of excess tax benefits on the statement of cash flows; (3) forfeitures; (4) minimum statutory tax withholding requirements; (5) classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax withholding purposes; (6) the practical expedient for estimating the expected term;loan and (7) intrinsic value.  ASU 2016-09 became effective for the Company on January 1, 2017.  The adoptionlease losses upon implementation of ASU 2016-09 did not have a material2016-13 in order to determine the impact on the Company’s consolidated financial statements.statements and, at this time, expects to recognize a one-time cumulative effect adjustment to the allowance for loan and lease losses as of the beginning of the first reporting period in which the new standard is effective, although the magnitude of any such one-time adjustment is not yet known. In light of the recent FASB proposal, management will continue to monitor developments with respect to the implementation date of ASU 2016-13.

Revenue

On January 1, 2018, the Company implemented ASU 2014-09, Revenue from Contracts with Customers, codified at ASC Topic 606. The Company adopted ASC Topic 606 using the modified retrospective transition method. As of the implementation date, the Company had no uncompleted customer contracts and, as a result, no cumulative transition adjustment was made to the Company’s accumulated deficit during the year ended December 31, 2018. Results for reporting periods beginning on or after January 1, 2018 are presented under ASC Topic 606, while prior period amounts continue to be reported under legacy U.S. GAAP.

 


 

ASU 2016-05, “Derivatives and Hedging (Topic 815): EffectThe majority of Derivative Contract Novations on Existing Hedge Accounting Relationships.”Issued in March 2016, ASU 2016-05clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815 does not, in and of itself, require de-designation of that hedging relationship, provided that all other hedge accounting criteria continue to be met.  ASU 2016-05 became effective for the Company on January 1, 2017.  The adoption of ASU 2016-05 did not have a material impact on the Company’s consolidated financial statements.

ASU 2016-02, “Leases (Topic 842).” Issued in February 2016, ASU 2016-02 was issued by the FASB to increase transparency and comparability among organizations by recognizing lease assets and liabilitiesrevenue is generated through interest earned on the balance sheet and by disclosing key information about leasing arrangements. ASU 2016-02 will require organizations that lease assets (lessees) to recognize on the balance sheet the assets and liabilities for the rights and obligations created by the lease for all operating leases under current U.S. GAAP with a term of more than 12 months. The recognition, measurement and presentation of expenses and cash flows arising from a lease are not significantly changed under ASU 2016-02, and there will continue to be differentiation between finance leases and operating leases. The accounting applied by the lessor in a lease transaction remains largely unchanged from previous U.S. GAAP. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018. Management is currently evaluating the impact that this ASU will have on the Company’s consolidated financial statements.

ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (An Amendment of FASB ASC 825).”  Issued in January 2016, ASU 2016-01 is intended to enhance the reporting model for financial instruments to provide users of financial statements with improved decision-making information.  The amendments of ASU 2016-01 include: (i) requiring equity investments, except those accounted for under the equity method of accounting or those that result in the consolidation of an investee, to be measured at fair value, with changes in fair value recognized in net income; (ii) requiring a qualitative assessment to identify impairment of equity investments without readily determinable fair values; and (iii) clarifying that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The amendments of ASU 2016-01 are effective for interim and annual periods beginning after December 15, 2017.  Management is currently evaluating the impact that this ASU will have on the Company’s consolidated financial statements.

ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).”  Issued in May 2014, ASU 2014-09 will add FASB ASC Topic 606, Revenue from Contracts with Customers, and will supersede revenue recognition requirements in FASB ASC Topic 605, Revenue Recognitionand certain cost guidance in FASB ASC Topic 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts.  ASU 2014-09 requires an entity to recognize revenue when (or as) an entity transfers control of goods or services to a customer at the amount to which the entity expects to be entitled.  Depending on whether certain criteria are met, revenue should be recognized either over time, in a manner that depicts the entity’s performance, or at a point in time, when control of the goods or services is transferred to the customer.  ASU 2015-14,“Revenue from Contracts with Customers (Topic 606) - Deferral of the Effective Date,” issued in August 2015, defers the effective date of ASU 2014-09 by one year.  ASU 2015-14 provides that the amendments of ASU 2014-09 become effective for interim and annual periods beginning after December 15, 2017.  Management is currently evaluating the impact that this ASU will have on the Company’s consolidated financial statements, as well as the most appropriate method of application.  However, because this guidance does not apply to revenue associated with financial instruments, including loans and investment securities, which falls outside the scope of ASC Topic 606. The Company also generates revenue from insurance- and lease-related contracts that fall outside the scope of ASC Topic 606.

All of the Company’s revenue that is subject to ASC Topic 606 is included in non-interest income; however, not all non-interest income is subject to ASC Topic 606. Revenue earned by the Company that is subject to ASC Topic 606 primarily consists of service and other charges on deposit accounts, mortgage fees from secondary market transactions at the Bank, ATM fee income and other non-interest income. Revenue generated from these sources for both of the six-month periods ended June 30, 2019 and 2018 was $1.6 million, and for both of the three-month periods ended June 30, 2019 and 2018 was $0.8 million. All sources of the Company’s revenue subject to ASC Topic 606 are transaction-based, and revenue is recognized at the time at which the transaction is executed, which is the same time at which the Company’s performance obligation is satisfied. The Company had no contract liabilities or unsatisfied performance obligations with customers as of June 30, 2019.

3.

ACQUISITION ACTIVITY

On August 31, 2018, the Company completed the acquisition of The Peoples Bank (“TPB”) and then merged TPB with and into the Bank. The acquisition of TPB provided the Company with an opportunity to enter the Knoxville, Tennessee market, as well as southwest Virginia, and was consistent with the Company’s strategy to expand in selected high-growth metropolitan markets. As of the acquisition date, TPB’s assets totaled $166.5 million, consisting primarily of pre-discounted gross loans totaling $156.8 million. Total deposits were $140.0 million. Purchase accounting adjustments were recorded as of the acquisition date, resulting in goodwill of $7.4 million. 

The acquisition of TPB was accounted for underusing the purchase method of accounting in accordance with ASC Topic 805, Business Combinations. Assets acquired, liabilities assumed and consideration exchanged were recorded at their respective acquisition date fair values. Determining the fair value of assets and liabilities is a complicated process involving significant judgment regarding the methods and assumptions to be used. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition as additional information regarding the closing date fair values becomes available. No adjustments to fair value were recorded during the first or second quarters of 2019.

In accordance with the transaction agreement, the Company acquired 100% of the capital stock of TPB for the purchase price of $23.4 million calculated on the net book value of TPB as of December 31, 2017 and a mutually agreed upon multiple of 1.62, less certain mutually agreed upon deductions that are described in the transaction agreement, which reduced the purchase price by approximately $0.4 million. Approximately 90% of the purchase price was paid in cash, which totaled approximately $20.7 million, and approximately 10% was paid in the form of unregistered shares of the Company’s common stock, which consisted of 204,355 shares of Bancshares common stock. The aggregate purchase price was subject to adjustment following the closing date of the transaction based on determination of TPB’s final net book value as of the date of closing, which resulted in the payment by the Company of an additional cash amount of approximately $1.4 million.

A summary, at fair value, of the assets acquired and liabilities assumed in the TPB transaction, as of the acquisition date, is as follows:

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

ASSETS ACQUIRED AND LIABILITIES ASSUMED FROM THE PEOPLES BANK

AUGUST 31, 2018

(Dollars in Thousands)

  

Acquired from TPB

  

Fair Value Adjustments

  

Fair Value as of August 31, 2018

 

Assets Acquired:

            

Cash and cash equivalents

 

$

3,085

  

$

  

$

3,085

 

Investment securities, available-for-sale

  

5,977

   

   

5,977

 

Federal Home Loan Bank stock, at cost

  

565

   

   

565

 

Loans

  

156,772

   

(2,195

)

  

154,577

 

Allowance for loan losses

  

(1,702

)

  

1,702

   

 

Net loans

  

155,070

   

(493

)

  

154,577

 

Premises and equipment, net

  

1,198

   

17

   

1,215

 

Other real estate owned

  

85

   

   

85

 

Other assets

  

551

   

(328

)

  

223

 

Core deposit intangible

  

   

2,048

   

2,048

 

Total assets acquired

 

$

166,531

  

$

1,244

  

$

167,775

 
             

Liabilities Assumed:

            

Deposits

  

140,033

   

342

   

140,375

 

Short-term borrowings

  

10,000

   

   

10,000

 

Other liabilities

  

437

   

   

437

 

Total liabilities assumed

  

150,470

   

342

   

150,812

 

Shareholders’ Equity Assumed:

            

Common stock

  

1,027

   

(1,027

)

  

 

Surplus

  

5,280

   

(5,280

)

  

 

Accumulated other comprehensive income, net of tax

  

17

   

(17

)

  

 

Retained earnings

  

9,737

   

(9,737

)

  

 

Total shareholders’ equity assumed

  

16,061

   

(16,061

)

  

 

Total liabilities and shareholders’ equity assumed

 

$

166,531

  

$

(15,719

)

 

$

150,812

 
             

Net assets acquired

  

$

16,963

 

Purchase price

   

24,398

 

Goodwill

  

$

7,435

 


The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above.

Cash and cash equivalents — The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of the assets.

Investment securities — Prior to acquisition, the investment securities acquired were classified as available-for-sale and, accordingly, were recorded at fair value on a recurring basis. Fair value for most of the securities was based upon quoted prices of like or similar securities and determined using observable data including, among other things, dealer quotes, market spreads, cash flow, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus, prepayment speeds, credit information and the securities’ terms and conditions. 

Federal Home Loan Bank stock, at cost — Prior to acquisition, TPB maintained a required investment in the Federal Home Loan Bank (“FHLB”) of Atlanta, which was, in part, based on TPB’s amount of borrowings with the FHLB. The investment was carried at cost as it is not readily marketable, and, accordingly, there is no established market price for the investment. Upon acquisition, the Bank was able to absorb the investment into its own holdings of stock with the FHLB of Atlanta. The Bank has the ability to be reimbursed by the FHLB of Atlanta at cost for stock holdings as borrowings with the FHLB are paid down.  Accordingly, the carrying amount of the assets is considered a reasonable estimate of fair value. 

Loans — Fair values for performing loans were determined based on a discounted cash flow methodology that aggregated model inputs and loan information into selected pools and calculated the loan level cash flows used to value the pools. The model calculated the contractual cash flows and expected cash flows, and then discounted the expected cash flows to present value in order to determine fair value. The assumptions used to estimate the fair value of the loans included unpaid principal balance, maturity date, coupon, prepayment speed, expected credit losses and discount rates. The fair value adjustment, also described as the discount on the purchased loans, for the performing loans is being accreted into income over the lives of the loans. Purchased credit impaired (“PCI”) loans were valued using the cost recovery method. The Company did not recognize any accretable yield, or income expected to be collected, associated with the PCI loans. The table below summarizes the carrying amounts and fair value adjustments of the loans acquired from TPB as of the acquisition date.

  

August 31, 2018

 
  

Acquired from TPB

  

Fair Value Adjustments

  

Fair Value as of August 31, 2018

 
  

(Dollars in Thousands)

 

Purchased performing loans

 

$

153,862

  

$

(2,116

)

 

$

151,746

 

Purchased credit impaired loans

  

2,910

   

(79

)

  

2,831

 

Total purchased loans

 

$

156,772

  

$

(2,195

)

 

$

154,577

 

Allowance for loan losses — In accordance with U.S. GAAP, the adoptionacquired loans were adjusted to fair value, and the pre-acquisition allowance for loan losses on TPB’s balance sheet was reversed.

Premises and equipment — The fair values of ASU 2014-09 is notacquired land and buildings were determined based on independent appraisals performed by a third-party appraiser. The fair value adjustment represents the difference between fair value and the carrying value at the date of acquisition. For furniture and fixtures, carrying value was considered to be a reasonable estimate of fair value.

Other real estate owned — These assets are presented at the estimated net realizable value that management expects to receive when the properties are sold, net of related costs of disposal.

Other assets — The fair value adjustment was due primarily to changes in deferred tax assets related to the transaction, as well as adjustment of certain prepaid assets associated with TPB’s core processing vendor. Otherwise, the carrying amount of these assets was deemed to be a reasonable estimate of fair value.

Core deposit intangible — This intangible asset represents the value of the relationships that TPB had with its deposit customers. The fair value of the core deposit intangible was estimated using a discounted cash flow methodology that gave consideration to expected customer attrition rates, cost of the deposit base and the net maintenance cost attributable to havecustomer deposits.

Deposits — The fair values used for the demand and savings deposits that comprise the transaction accounts acquired equal the amount payable on demand at the acquisition date. The fair value of certificates of deposit was determined using a material impactdiscounted cash flow methodology whereby an estimate of the present value of contractual payments over the remaining life of the time deposit was determined. Future cash flows were discounted using market interest rates estimated based on the Company’s consolidated financial statements.  Further, management has determined thatmedian offering rates of peer institutions at the adoption of this ASU for revenue streams reported within non-interest income that are within the scopetime of the accounting standard will not materially impactacquisition.

Short-term borrowings — TPB’s short-term borrowings were comprised of daily renewable FHLB advances.  Based on the Company’s consolidated financial statements.  short-term nature of the borrowings, the carrying amount of the liability was determined to be a reasonable approximation of fair value.

 

Other liabilities — The carrying amount of these other liabilities was deemed to be a reasonable estimate of fair value.

 


 

3.4.

INVESTMENT SECURITIES

 

Details of investment securities available-for-sale and held-to-maturity as of SeptemberJune 30, 20172019 and December 31, 20162018 were as follows:

 

 

Available-for-Sale

  

Available-for-Sale

 
 

September 30, 2017

  

June 30, 2019

 
     

Gross

  

Gross

  

Estimated

      

Gross

  

Gross

  

Estimated

 
 

Amortized

  

Unrealized

  

Unrealized

  

Fair

  

Amortized

  

Unrealized

  

Unrealized

  

Fair

 
 

Cost

  

Gains

  

Losses

  

Value

  

Cost

  

Gains

  

Losses

  

Value

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Mortgage-backed securities:

                                

Residential

 $83,391  $477  $(318

)

 $83,550  $64,271  $330  $(334

)

 $64,267 

Commercial

  67,781   62   (705

)

  67,138   49,306   46   (603

)

  48,749 

Obligations of states and political subdivisions

  5,424   231   

 

  5,655   4,754   111   

 

  4,865 

Obligations of U.S. government-sponsored agencies

  2,000   2   

 

  2,002 

U.S. Treasury securities

  80   

   

   80   79   1      80 

Total

 $158,676  $772  $(1,023

)

 $158,425  $118,410  $488  $(937

)

 $117,961 

 

 

Held-to-Maturity

  

Held-to-Maturity

 
 

September 30, 2017

  

June 30, 2019

 
     

Gross

  

Gross

  

Estimated

      

Gross

  

Gross

  

Estimated

 
 

Amortized

  

Unrealized

  

Unrealized

  

Fair

  

Amortized

  

Unrealized

  

Unrealized

  

Fair

 
 

Cost

  

Gains

  

Losses

  

Value

  

Cost

  

Gains

  

Losses

  

Value

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Mortgage-backed securities:

                                

Commercial

 $15,976  $18  $

(61

)

 $15,933  $10,483  $  $(86

)

 $10,397 

Obligations of U.S. government-sponsored agencies

  9,458   25   (79

)

  9,404   6,548      (40

)

  6,508 

Obligations of states and political subdivisions

  1,943   26   (3

)

  1,966   1,657   13   (1

)

  1,669 

Total

 $27,377  $69  $(143

)

 $27,303  $18,688  $13  $(127

)

 $18,574 

 

 

Available-for-Sale

  

Available-for-Sale

 
 

December 31, 2016

  

December 31, 2018

 
     

Gross

  

Gross

  

Estimated

      

Gross

  

Gross

  

Estimated

 
 

Amortized

  

Unrealized

  

Unrealized

  

Fair

  

Amortized

  

Unrealized

  

Unrealized

  

Fair

 
 

Cost

  

Gains

  

Losses

  

Value

  

Cost

  

Gains

  

Losses

  

Value

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Mortgage-backed securities:

                                

Residential

 $99,922  $490  $(2,003

)

 $98,409  $73,859  $113  $(1,517

)

 $72,455 

Commercial

  71,761   56   (1,287

)

  70,530   56,101   10   (1,822)  54,289 

Obligations of states and political subdivisions

  9,759   390   (7

)

  10,142   5,617   51   (4)  5,664 

Obligations of U.S. government-sponsored agencies

  2,000      (7

)

  1,993 

Corporate notes

  756         756 

U.S. Treasury securities

  80         80   79         79 

Total

 $184,278  $936  $(3,304

)

 $181,910  $135,656  $174  $(3,343

)

 $132,487 

 

 

Held-to-Maturity

  

Held-to-Maturity

 
 

December 31, 2016

  

December 31, 2018

 
 

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Estimated

Fair

Value

  

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Estimated

Fair

Value

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Mortgage-backed securities:

                                

Commercial

 $14,684  $5  $(148

)

 $14,541  $11,716  $  $(349

)

 $11,367 

Obligations of U.S. government-sponsored agencies

  9,129   13   (222

)

  8,920   8,026      (244

)

  7,782 

Obligations of states and political subdivisions

  2,091   2   (46

)

  2,047   1,720      (17

)

  1,703 

Total

 $25,904  $20  $(416

)

 $25,508  $21,462  $  $(610

)

 $20,852 

 

The scheduled maturities of investment securities available-for-sale and held-to-maturity as of SeptemberJune 30, 20172019 are presented in the following table:

 

 

Available-for-Sale

  

Held-to-Maturity

  

Available-for-Sale

  

Held-to-Maturity

 
 

Amortized

Cost

  

Estimated

Fair

Value

  

Amortized

Cost

  

Estimated

Fair

Value

  

Amortized

Cost

  

Estimated

Fair

Value

  

Amortized

Cost

  

Estimated

Fair

Value

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Maturing within one year

 $490  $496  $

  $

  $259  $261  $122  $122 

Maturing after one to five years

  8,674   8,723   2,048 �� 2,079   34,821   34,766   3,397   3,400 

Maturing after five to ten years

  71,462   71,596   2,904   2,899   47,803   47,686   6,176   6,113 

Maturing after ten years

  78,050   77,610   22,425   22,325   35,527   35,248   8,993   8,939 

Total

 $158,676  $158,425  $27,377  $27,303  $118,410  $117,961  $18,688  $18,574 

 


 

For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been allocated over maturity groupings based on the weighted-average contractual maturities of underlying collateral. The mortgage-backed securities generally mature earlier than their weighted-average contractual maturities because of principal prepayments.

 

The following table reflects gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of SeptemberJune 30, 20172019 and December 31, 2016.2018.

 

 

Available-for-Sale

  

Available-for-Sale

 
 

September 30, 2017

  

June 30, 2019

 
 

Less than 12 Months

  

12 Months or More

  

Less than 12 Months

  

12 Months or More

 
 

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Mortgage-backed securities:

                                

Residential

 $38,784  $(115

)

 $14,350  $(203

)

 $180  $

 

 $40,760  $(334

)

Commercial

  19,576   (145

)

  37,291   (560

)

  2   

 

  41,114   (603

)

U.S. Treasury securities

  

80

   

 

  

   

   80          

Total

 $58,440  $(260

)

 $51,641  $(763

)

 $262  $

 

 $81,874  $(937

)

 

 

Held-to-Maturity

  

Held-to-Maturity

 
 

September 30, 2017

  

June 30, 2019

 
 

Less than 12 Months

  

12 Months or More

  

Less than 12 Months

  

12 Months or More

 
 

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 
Mortgage-backed securities:                   

Commercial

 $9,643  $(58) $

423

  $

(3

) $  $  $10,397  $(86)
Obligations of U.S. government-sponsored agencies 3,217 (27) 4,345 (52)        6,386   (40)

Obligations of states and political subdivisions

     

 

  

543

   

(3

)        508   (1)

Total

 $12,860  $(85

)

 $

5,311

  $

(58

)

 $  $  $17,291  $(127

)

 

 

Available-for-Sale

  

Available-for-Sale

 
 

December 31, 2016

  

December 31, 2018

 
 

Less than 12 Months

  

12 Months or More

  

Less than 12 Months

  

12 Months or More

 
 

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Mortgage-backed securities:

                                

Residential

 $85,741  $(1,976

)

 $1,904  $(27

)

 $9,417  $(87

)

 $53,507  $(1,430

)

Commercial

  54,475   (946

)

  10,721   (341

)

  461   (3

)

  53,430   (1,819

)

Obligations of U.S. government-sponsored agencies

  1,993   (7

)

      

Obligations of states and political subdivisions

  434   (7)        879   (2

)

  420   (2)

U.S. Treasury securities

  80   

 

        79          

Total

 $142,723  $(2,936

)

 $12,625  $(368

)

 $10,836  $(92

)

 $107,357  $(3,251

)

 

 

Held-to-Maturity

  

Held-to-Maturity

 
 

December 31, 2016

  

December 31, 2018

 
 

Less than 12 Months

  

12 Months or More

  

Less than 12 Months

  

12 Months or More

 
 

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Mortgage-backed securities:

                                

Commercial

 $12,776  $(148

)

 $  $  $  $  $11,367  $(349)

Obligations of U.S. government-sponsored agencies

  7,957   (222

)

     

 

        7,782   (244

)

Obligations of states and political subdivisions

  1,628   (46

)

        770      933   (17)

Total

 $22,361  $(416

)

 $  $

 

 $770  $  $20,082  $(610

)

 

Management evaluates securities for other-than-temporary impairment no less frequently than quarterly and more frequently when economic or market concerns warrant such evaluation. Consideration is given to: (i) the length of time and the extent to which fair value has been less than cost,cost; (ii) the financial condition and near-term prospects of the issuer,issuer; (iii) whether the Company intends to sell securities,the securities; and (iv) whether it is more likely than not that the Company will be required to sell the securities before recovery of their amortized cost bases.

 


 

As of SeptemberJune 30, 2017, 462019, 137 debt securities had been in a loss position for more than 12 months, and 755 debt securities had been in a loss position for less than 12 months. As of December 31, 2016, 132018, 153 debt securities had been in a loss position for more than 12 months, and 13021 debt securities had been in a loss position for less than 12 months. As of both SeptemberJune 30, 20172019 and December 31, 2016,2018, the losses for all securities were considered to be a direct result of the effect that the prevailing interest rate environment had on the value of debt securities and were not related to the creditworthiness of the issuers. Most of the securities in an unrealized loss position are residential or commercial mortgage-backed securities that are either direct obligations of the U.S. government or government-sponsored entities and, accordingly, have little associated credit risk. Further, the Company has the current intent and ability to retain its investments in the issuers for a period of time that management believes to be sufficient to allow for any anticipated recovery in fair value. Therefore, the Company did not recognize any other-than-temporary impairments as of SeptemberJune 30, 2017 and2019 or December 31, 2016.2018.

 

Investment securities available-for-sale with a carrying value of $87.1$57.3 million and $87.7$46.7 million as of SeptemberJune 30, 20172019 and December 31, 2016,2018, respectively, were pledged to secure public deposits and for other purposes.

 

4.5.

LOANS AND ALLOWANCE FOR LOAN LOSSES

 

Portfolio Segments

 

The Company has divided the loan portfolio into eightnine portfolio segments, each with different risk characteristics described as follows:

 

Construction, land development and other land loans – Commercial construction, land and land development loans include the development of residential housing projects, loans for the development of commercial and industrial use property and loans for the purchase and improvement of raw land. These loans are secured in whole or in part by the underlying real estate collateral and are generally guaranteed by the principals of the borrowing entity.

 

Secured by 1-4 family residential properties – These loans include conventional mortgage loans on one-to-four family residential properties. These properties may serve as the borrower’s primary residence, vacation home or investment property. Also included in this portfolio are home equity loans and lines of credit. This type of lending, which is secured by a first or second mortgage on the borrower’s residence, allows customers to borrow against the equity in their homes.home.

 

Secured by multi-family residential properties – This portfolio segment includes mortgage loans secured by apartment buildings.

 

Secured by non-farm, non-residential properties – This portfolio segment includes real estate loans secured by commercial and industrial properties, office or mixed-use facilities, strip shopping centers or other commercial property. These loans are generally guaranteed by the principals of the borrowing entity.

 

Other real estate loans – Other real estate loans are loans primarily for agricultural production, secured by mortgages on farmland.

 

Commercial and industrial loansand leases – This portfolio segment includes loans and leases to commercial customers for use in the normal course of business. These credits may be loans, and lines of credit and leases to financially strong borrowers, secured by inventories, equipment or receivables, and are generally guaranteed by the principals of the borrowing entity.

 

Consumer loans – This portfolio segment includes a variety of secured and unsecured personal loans, including automobile loans, loans for household and personal purposes and all other direct consumer installment loans.

Branch retail – This portfolio segment includes loans secured by collateral purchased by consumers at retail stores with whom ALC has an established relationship through its branch network to provide financing for the retail products sold if applicable underwriting standards are met.

 

Indirect sales – This portfolio segment includes loans secured by collateral that is purchased by consumers at retail stores with whom ALC has an established, centrally-managed relationship to provide financing for the retail products sold if applicable underwriting standards are met.

 


 

As of SeptemberJune 30, 20172019 and December 31, 2016,2018, the composition of the loan portfolio by reporting segment and portfolio segment was as follows:

 

 

September 30, 2017

  

June 30, 2019

 
 

Bank

  

ALC

  

Total

  

Bank

  

ALC

  

Total

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Real estate loans:

                        

Construction, land development and other land loans

 $20,213  $

  $20,213  $27,521  $  $27,521 

Secured by 1-4 family residential properties

  35,125   11,490   46,615   96,805   6,549   103,354 

Secured by multi-family residential properties

  16,498   

   16,498   28,033      28,033 

Secured by non-farm, non-residential properties

  107,679   

   107,679   158,748      158,748 

Other

  223   

   223   880      880 

Commercial and industrial loans(1)

  66,320   

   66,320   91,489      91,489 

Consumer loans:

                        
Consumer 5,431  35,650  41,081   7,241   29,919   37,160 
Branch retail   29,609  29,609 

Indirect sales

     

50,553

   50,553      45,466   45,466 

Total loans

  251,489   97,693   349,182   410,717   111,543   522,260 

Less: Unearned interest, fees and deferred cost

  367   5,981   6,348   411   5,247   5,658 

Allowance for loan losses

  2,422   2,386   4,808   2,798   2,289   5,087 

Net loans

 $248,700  $89,326  $338,026  $407,508  $104,007  $511,515 

 

 

December 31, 2016

  

December 31, 2018

 
 

Bank

  

ALC

  

Total

  

Bank

  

ALC

  

Total

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Real estate loans:

                        

Construction, land development and other land loans

 $23,772  $  $23,772  
$
41,340  
$
  
$
41,340 

Secured by 1-4 family residential properties

  32,955   13,724   46,679   102,971   7,785   110,756 

Secured by multi-family residential properties

  16,627      16,627   23,009   
   23,009 

Secured by non-farm, non-residential properties

  102,112      102,112   156,162   
   156,162 

Other

  234      234   1,308   
   1,308 

Commercial and industrial loans(1)

  57,963      57,963   85,779   
   85,779 

Consumer loans:

                        
Consumer 6,206  36,413  42,619   6,927   31,656   38,583 
Branch retail
 
���
  28,324  28,324 

Indirect sales

     44,775   44,775   
   40,609   40,609 

Total loans

  239,869   94,912   334,781   417,496   108,374   525,870 

Less: Unearned interest, fees and deferred cost

  218   6,935   7,153   331   5,617   5,948 

Allowance for loan losses

  2,409   2,447   4,856   2,735   2,320   5,055 

Net loans

 $237,242  $85,530  $322,772  
$
414,430  
$
100,437  
$
514,867 

(1) Includes equipment financing leases.

 

The Company makes commercial, real estate and installment loans to its customers. Although the Company has a diversified loan portfolio, 54.8%61.0% and 56.6%63.2% of the portfolio was concentrated in loans secured by real estate located primarily within a single geographic region of the United States as of SeptemberJune 30, 20172019 and December 31, 2016,2018, respectively.

Loans with a carrying value of $36.9 million and $27.0 million were pledged as collateral to secure FHLB borrowings as of June 30, 2019 and December 31, 2018, respectively.

 

Related Party Loans

 

In the ordinary course of business, the Bank makes loans to certain officers and directors of the Company, including companies with which they are associated. These loans are made on the same terms as those prevailing for comparable transactions with non-relatedunrelated parties. Management believes that such loans do not represent more than a normal risk of collectability, nor do they present other unfavorable features. The aggregate balances of such related party loans and commitments as of SeptemberJune 30, 20172019 and December 31, 20162018 were $0.5 $0.9 million and $2.7and $0.8 million, respectively. During the ninesix months ended SeptemberJune 30, 2017,2019, there were no $0.1 million of new loans to these parties, and repayments by active related parties were $7$5 thousand. In addition, during the nine months ended September 30, 2017, approximately $2.5 million in related party loans were reclassified as unrelated party loans due to the retirement of certain members of the Company’s Board of Directors.  During the year ended December 31, 2016,2018, there was onewere $0.5 million of new loanloans to a related party,these parties, and repayments by active related parties totaled $0.1were $0.2 million.

 


 

Acquired Loans

The Company acquired loans through the TPB acquisition completed on August 31, 2018. At acquisition, certain acquired loans evidenced deterioration of credit quality since origination and it was probable that all contractually-required payments would not be collected.

Loans purchased with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit impaired. Evidence of credit quality deterioration as of the purchase date may include information such as past-due and nonaccrual status, borrower credit scores and recent loan to value percentages. PCI loans are accounted for under ASC Topic 310-30, Accounting for Purchased Loans with Deteriorated Credit Quality, and initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for credit losses related to these loans is not carried over and recorded at the acquisition date. On the date of acquisition, the outstanding principal balance and carrying value of PCI loans accounted for under ASC Topic 310-30 were $2.9 million and $2.8 million, respectively.

The carrying amount of PCI loans, which is included within loans on the balance sheet, is set forth in the table below as of June 30, 2019 and December 31, 2018:

  

June 30, 2019

  

December 31, 2018

 
  

(Dollars in Thousands)

 

Real estate loans:

        

Construction, land development and other land loans

 

$

  

$

75

 

Secured by 1-4 family residential properties

  236   

492

 

Outstanding balance

  236   

567

 

Fair value adjustment

  (66

)

  

(70

)

Carrying amount, net of fair value adjustment

 

$

170  

$

497

 

During both the six months ended June 30, 2019 and the year ended December 31, 2018, the Company did not recognize any accretable yield, or income expected to be collected, associated with these loans. Additionally, the Company did not increase or reverse the allowance for loan losses related to the remaining PCI loans.


Allowance for Loan Losses

 

The following tables present changes in the allowance for loan losses during the six months ended June 30, 2019 and the year ended December 31, 2018 and the related loan balances by loan portfolio segment and loan type as of SeptemberJune 30, 20172019 and December 31, 2016.2018:

 

 

Bank

  

Bank

 

Nine Months Ended September 30, 2017

  

Six Months Ended June 30, 2019

 

Construction,

Land

  

1-4

Family

  

Real

Estate

Multi-

Family

   

Non-Farm Non-Residential

   Other    Commercial   

Consumer

  

Indirect

Sales

  

Total

  

Construction, Land

 

 

1-4 Family

 

 

Real Estate

Multi-Family

 

 

Non-

Farm Non-Residential

 

 

Other

 

 

Commercial

 

 

Consumer

 

 

Branch Retail

 

 

Indirect Sales

 

Total

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

  

Allowance for loan losses:

                                     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 $535  $304  $88  $903  $2  $527  $50  $  $2,409  

$

240

 

$

322

 

$

128

 

$

831

 

$

1

 

$

1,138

 

$

75

 

$

 

$

 

$

2,735

 

Charge-offs

                 (16)  (63)     (79) 

 

(47

)

 

 

 

 

 

(15

)

 

 

 

(62

)

Recoveries

     85      69      16   52      222  

 

9

 

 

 

 

3

 

23

 

 

 

35

 

Provision

  (328)  (141)  27    (142)   —   440   14      (130)  

(50

)

  

77

  

38

  

(22

)

  

  

63

  

(16

)

  

  

  

90

 

Ending balance

 $207  $248  $115  $830  $2  $967  $53  $  $2,422  

$

190 

$

361 

$

166 

$

809 

$

1 

$

1,204 

$

67 

$

 

$

 

$

2,798 
                                                  
Ending balance of allowance attributable to loans:                                                  

Individually evaluated for impairment

 $62  $5  $  $55  $ —  $72  $  $  $194  

$

95

 

$

16

 

$

 

$

 

$

 

$

65

 

$

12

 

$

 

$

 

$

188

 

Collectively evaluated for impairment

  145   243   115   775   2   895   53      2,228   

95

 

345

 

166

 

809

 

1

 

1,139

 

55

 

 

 

2,610

 

Loans acquired with deteriorated credit quality

  

  

  

  

  

  

  

  

  

  

 
Total allowance for loan losses $207 $248 $115 $830 $2 $967 $53 $ $2,422  

$

190

 

$

361

 

$

166

 

$

809

 

$

1

 

$

1,204

 

$

67

 

$

 

$

 

$

2,798

 

Ending balance of loans receivable:

                                     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment $86  $189  $  $535  $  $70  $  $  $880  

$

421

 

$

947

 

$

 

$

504

 

$

 

$

65

 

$

35

 

$

 

$

 

$

1,972

 

Collectively evaluated for impairment

  20,127   34,936   16,498   107,144   223   66,250   5,431      250,609   

27,100

 

95,688

 

28,033

 

158,244

 

880

 

91,424

 

7,206

 

 

 

408,575

 

Loans acquired with deteriorated credit quality

  

  

170

  

  

  

  

  

  

  

  

170

 

Total loans receivable

 $20,213  $35,125  $16,498  $107,679  $223  $66,320  $5,431  $  $251,489  

$

27,521

 

$

96,805 

$

28,033

 

$

158,748

 

$

880

 

$

91,489

 

$

7,241

 

$

 

$

 

$

410,717

 

 

 

ALC

  

ALC

 

Nine Months Ended September 30, 2017

  

Six Months Ended June 30, 2019

 

Construction,

Land

  

1-4

Family

  

Real

Estate

Multi-

Family

  

Non-Farm Non-Residential

  

Other

  

Commercial

  

Consumer

  

Indirect

Sales

  

Total

  

Construction, Land

 

 

1-4 Family

 

 

Real Estate

Multi-Family

 

 

Non-

Farm Non-Residential

 

 

Other

 

 

Commercial

 

 

Consumer

 

 

Branch Retail

 

 

Indirect Sales

 

Total

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

  

Allowance for loan losses:

                                     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 $  $107  $  $  $  $  $1,717  $623  $2,447  $  $24  $  $  $  $  $1,724  $427  $145  $2,320 

Charge-offs

     (27)              (1,721)  (445)  (2,193) 

 

(30

)

 

 

 

 

 

(1,075

)

 

(201

) 

(128

) 

(1,434

)

Recoveries

     28               435   75   538  

 

6

 

 

 

 

 

311

 

59

 

2

 

378

 

Provision

     (5)              1,134   465   1,594   

 

  

28

  

  

 

  

  

  

662

 

  

151

  

184

  

1,025

 

Ending balance

 $  $103  $  $  $  $  $1,565  $718  $2,386  

$

 

$

28 

$

 

$

 

$

 

$

 

$

1,622 

$

436

 

$

203

 

$

2,289 
                                                 
Ending balance of allowance attributable to loans:                                                 

Individually evaluated for impairment

 $  $  $  $  $  $  $  $  $  

$

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

Collectively evaluated for impairment

     103               1,565   718   2,386   

  

28

  

  

  

  

  

1,622

  

436

  

203

  

2,289

 
Total allowance for loan losses $ $103 $ $ $ $ $1,565 $718 $2,386  

$

 

$

28

 

$

 

$

 

$

 

$

 

$

1,622

 

$

436

 

$

203

 

$

2,289

 

Ending balance of loans receivable:

                                     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 $  $  $  $  $  $  $  $  $  

$

 

$

194

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

$

194

 
Collectively evaluated for impairment     11,490               35,650   50,553   97,693   

  

6,355

  

  

  

  

  

29,919

  

29,609

  

45,466

  

111,349

 

Total loans receivable

 $  $11,490  $  $  $  $  $35,650  $50,553  $97,693  

$

 

$

6,549

 

$

 

$

 

$

 

$

 

$

29,919

 

$

29,609

 

$

45,466

 

$

111,543

 

 

 


 

 

Bank and ALC

  

Bank and ALC

 

Nine Months Ended September 30, 2017

  

Six Months Ended June 30, 2019

 

Construction,

Land

  

1-4

Family

  

Real

Estate

Multi-

Family

  

Non-Farm Non-Residential

  

Other

  

Commercial

  

Consumer

  

Indirect

Sales

  

Total

  

Construction, Land

 

 

1-4 Family

 

 

Real Estate

Multi-Family

 

 

Non-

Farm Non-Residential

 

 

Other

 

 

Commercial

 

 

Consumer

 

 

Branch Retail

 

 

Indirect Sales

 

Total

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

  

Allowance for loan losses:

                                     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 $535  $411  $88  $903  $2  $527  $1,767  $623  $4,856  

$

240

 

$

346

 

$

128

 

$

831

 

$

1

 

$

1,138

 

$

1,799

  $427  $145  $5,055 

Charge-offs

     (27)           (16)  (1,784)  (445)  (2,272) 

 

(77

)

 

 

 

 

 

(1,090

)

 

(201

) 

(128

) 

(1,496

)

Recoveries

     113      69      16   487   75   760  

 

15

 

 

 

 

3

 

334

 

59

 

2

 

413

 

Provision

  (328)  (146)  27   (142)     440   1,148   465   1,464   

(50

)

  

105

  

38

  

(22

)

  

  

63

  

646

 

  

151

  

184

  

1,115

 

Ending balance

 $207  $351  $115  $830  $2  $967  $1,618  $718  $4,808  

$

190 

$

389 

$

166 

$

809 

$

1 

$

1,204 

$

1,689 

$

436

 

$

203

 

$

5,087 
                                                  
Ending balance of allowance attributable to loans:                                                  

Individually evaluated for impairment

 $62  $5  $  $55  $  $72  $  $  $194  

$

95

 

$

16

 

$

 

$

 

$

 

$

65

 

$

12

 

$

 

$

 

$

188

 

Collectively evaluated for impairment

  145   346   115   775   2   895   1,618   718   4,614   

95

 

373

 

166

 

809

 

1

 

1,139

 

1,677

 

436

 

203

 

4,899

 

Loans acquired with deteriorated credit quality

  

  

  

  

  

  

  

  

  

  

 
Total allowance for loan losses $207 $351  $115 $830 $2 $967 $1,618 $718 $4,808  

$

190

 

$

389

 

$

166

 

$

809

 

$

1

 

$

1,204

 

$

1,689

 

$

436

 

$

203

 

$

5,087 

Ending balance of loans receivable:

                                     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 $86  $189  $  $535  $  $70  $  $  $880  

$

421

 

$

1,141

 

$

 

$

504

 

$

 

$

65

 

$

35

 

$

 

$

 

$

2,166

 
Collectively evaluated for impairment  20,127   46,426   16,498   107,144   223   66,250   41,081   50,553   348,302   

27,100

 

102,043

 

28,033

 

158,244

 

880

 

91,424

 

37,125

 

29,609

 

45,466

 

519,924

 

Loans acquired with deteriorated credit quality

  

  

170

  

  

  

  

  

  

  

  

170

 

Total loans receivable

 $20,213  $46,615  $16,498  $107,679  $223  $66,320  $41,081  $50,553  $349,182  

$

27,521

 

$

103,354 

$

28,033

 

$

158,748

 

$

880

 

$

91,489

 

$

37,160

 

$

29,609

 

$

45,466

 

$

522,260

 

 

 

Bank

  

Bank

 

Year Ended December 31, 2016

  Year Ended December 31, 2018
 

Construction,

Land

  

1-4

Family

  

Real

Estate

Multi-

Family

  

Non-Farm Non-Residential

  

Other

  

Commercial

  

Consumer

  

Indirect

Sales

  

Total

  

Construction, Land

 

 

1-4 Family

 

 

Real Estate

Multi-Family

 

 

Non-

Farm Non-Residential

 

 

Other

 

 

Commercial

 

 

Consumer

 

 

Branch Retail

 

 

Indirect Sales

 

Total

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

  

Allowance for loan losses:

                                     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 $110  $138  $29  $351  $1  $659  $41  $  $1,329  

$

203

 

$

238

 

$

116

 

$

777

 

$

2

 

$

1,049

 

$

62

 

$

 

$

 

$

2,447

 

Charge-offs

     (66     (40     (2  (43     (151 

 

(9

)

 

 

 

 

(3

)

 

(4

)

 

 

 

(16

)

Recoveries

  200   23            73   50      346  

 

51

 

 

4

 

 

11

 

23

 

 

 

89

 

Provision

  225   209   59   592   1   (203  2      885   

37

  

42

  

12

  

50

  

(1

)

  

81

  

(6

)

  

  

  

215

 

Ending balance

 $535  $304  $88  $903  $2  $527  $50  $  $2,409  

$

240

 

$

322

 

$

128

 

$

831

 

$

1

 

$

1,138

 

$

75

 

$

 

$

 

$

2,735

 
                                                 
Ending balance of allowance attributable to loans:                                                 

Individually evaluated for impairment

 $423  $5  $  $107  $  $  $  $  $535  

$

28

 

$

50

 

$

 

$

1

 

$

 

$

67

 

$

20

 

$

 

$

 

$

166

 

Collectively evaluated for impairment

  112   299   88   796   2   527   50      1,874   

212

 

272

 

128

 

830

 

1

 

1,071

 

55

 

 

 

2,569

 

Loans acquired with deteriorated credit quality

  

  

  

  

  

  

  

  

  

  

 
Total allowance for loan losses $535 $304 $88 $903 $2 $527 $50 $ $2,409  

$

240

 

$

322

 

$

128

 

$

831

 

$

1

 

$

1,138

 

$

75

 

$

 

$

 

$

2,735

 

Ending balance of loans receivable:

                                     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 $1,361  $193  $  $549  $  $  $  $  $2,103  

$

153

 

$

57

 

$

 

$

511

 

$

 

$

67

 

$

43

 

$

 

$

 

$

831

 
Collectively evaluated for impairment  22,411   32,762   16,627   101,563   234   57,963   6,206      237,766   

41,114

 

102,490

 

23,009

 

155,651

 

1,308

 

85,712

 

6,884

 

 

 

416,168

 

Loans acquired with deteriorated credit quality

  

73

  

424

  

  

  

  

  

  

  

  

497

 

Total loans receivable

 $23,772  $32,955  $16,627  $102,112  $234  $57,963  $6,206  $  $239,869  

$

41,340

 

$

102,971

 

$

23,009

 

$

156,162

 

$

1,308

 

$

85,779

 

$

6,927

 

$

 

$

 

$

417,496

 

 

 


 

 

ALC

  

ALC

 

Year Ended December 31, 2016

  Year Ended December 31, 2018
 

Construction,

Land

  

1-4

Family

  

Real

Estate

Multi-

Family

  

Non-Farm Non-Residential

  

Other

  

Commercial

  

Consumer

  

Indirect

Sales

  

Total

  

Construction, Land

 

 

1-4 Family

 

 

Real Estate

Multi-Family

 

 

Non-

Farm Non-Residential

 

 

Other

 

 

Commercial

 

 

Consumer

 

 

Branch Retail

 

 

Indirect Sales

 

Total

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

  

Allowance for loan losses:

                                     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 $  $250  $  $  $  $  $1,584  $618  $2,452  $  $52  $  $  $  $  $1,653  $393  $229  $2,327 

Charge-offs

     (56

)

     

 

     

 

  (2,218

)

  (752  (3,026

)

     (92)              (2,478
)
  (415
)
  (116
)
  (3,101
)

Recoveries

     39               451   220   710      23               545   113   6   687 

Provision

     (126           

 

  1,900   537   2,311      41               2,004   336   26   2,407 

Ending balance

 $  $107  $  $  $  $  $1,717  $623  $2,447  $  $24  $  $  $  $  $1,724  $427  $145  $2,320 
                                                                   
Ending balance of allowance attributable to loans:                                                                   

Individually evaluated for impairment

 $  $  $  $  $  $  $  $  $  $  $  $  $  $  $  $  $  $  $ 

Collectively evaluated for impairment

     107               1,717   623   2,447      24               1,724   427   145   2,320 
Total allowance for loan losses $ $107 $ $ $ $ $1,717 $623 $2,447  $  $24  $  $  $  $  $1,724  $427  $145  $2,320 

Ending balance of loans receivable:

                                                                            

Individually evaluated for impairment

 $  $  $  $  $  $  $  $  $  $  $211  $  $  $  $  $  $  $  $211 
Collectively evaluated for impairment     13,724               36,413   44,775   94,912      7,574               31,656   28,324   40,609   108,163 

Total loans receivable

 $  $13,724  $  $  $  $  $36,413  $44,775  $94,912  $  $7,785  $  $  $  $  $31,656  $28,324  $40,609  $108,374 

 

 

Bank and ALC

  

Bank and ALC

 

Year Ended December 31, 2016

  

Year Ended December 31, 2018

 

Construction,

Land

  

1-4

Family

  

Real

Estate

Multi-

Family

  

Non-Farm Non-Residential

  

Other

  

Commercial

  

Consumer

  

Indirect

Sales

  

Total

  

Construction, Land

 

 

1-4 Family

 

 

Real Estate

Multi-Family

 

 

Non-

Farm Non-Residential

 

 

Other

 

 

Commercial

 

 

Consumer

 

 

Branch Retail

 

 

Indirect Sales

 

Total

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

  

Allowance for loan losses:

                                     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 $110  $388  $29  $351  $1  $659  $1,625  $618  $3,781  $203  $290  $116  $777  $2  $1,049  $1,715  $393  $229  $4,774 

Charge-offs

     (122

)

     (40

)

     (2

)

  (2,261

)

  (752  (3,177

)

     (101)           (3)  (2,482)  (415)  (116)  (3,117)

Recoveries

  200   62            73   501   220   1,056      74      4      11   568   113   6   776 

Provision

  225   83   59   592   1   (203

)

  1,902   537   3,196   37   83   12   50   (1)  81   1,998   336   26   2,622 

Ending balance

 $535  $411  $88  $903  $2  $527  $1,767  $623  $4,856  $240  $346  $128  $831  $1  $1,138  $1,799  $427  $145  $5,055 
                                                                   
Ending balance of allowance attributable to loans:                                                                   

Individually evaluated for impairment

 $423  $5  $  $107  $  $  $  $  $535  $28  $50  $  $1  $  $67  $20  $  $  $166 

Collectively evaluated for impairment

  112   406   88   796   2   527   1,767   623   4,321   212   296   128   830   1   1,071   1,779   427   145   4,889 

Loans acquired with deteriorated credit quality

                              
Total allowance for loan losses $535 $411 $88 $903 $2 $527 $1,767 $623 $4,856  $240  $346  $128  $831  $1  $1,138  $1,799  $427  $145  $5,055 

Ending balance of loans receivable:

                                                                            

Individually evaluated for impairment

 $1,361  $193  $  $549  $  $  $  $  $2,103  $153  $268  $  $511  $  $67  $43  $  $  $1,042 
Collectively evaluated for impairment  22,411   46,486   16,627   101,563   234   57,963   42,619   44,775   332,678   41,114   110,064   23,009   155,651   1,308   85,712   38,540   28,324   40,609   524,331 

Loans acquired with deteriorated credit quality

  73   424                        497 

Total loans receivable

 $23,772  $46,679  $16,627  $102,112  $234  $57,963  $42,619  $44,775  $334,781  $41,340  $110,756  $23,009  $156,162  $1,308  $85,779  $38,583  $28,324  $40,609  $525,870 


 

Credit Quality Indicators

 

The Bank utilizes a credit grading system that provides a uniform framework for establishing and monitoring credit risk in the loan portfolio. Under this system, each loan is graded based on pre-determined risk metrics and categorized into one of nine risk grades. These risk grades can be summarized into categories described as pass, special mention, substandard, doubtful and loss, as described in further detail below.below.

 

 

Pass (Risk Grades 1-5): Loans in this category include obligations in which the probability of default is considered low.

 

 

Special Mention (Risk Grade 6): Loans in this category exhibit potential credit weaknesses or downward trends deserving Bank management’s close attention. If left uncorrected, these potential weaknesses may result in the deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification. Although a special mention asset has a higher probability of default than pass-rated categories, its default is not imminent.


 

 

Substandard (Risk Grade 7): Loans in this category have defined weaknesses that jeopardize the orderly liquidation of debt. A substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or by the collateral pledged, if any. Normal repayment from the borrower is in jeopardy, although no loss of principal is envisioned. There is a distinct possibility that a partial loss of interest and/or principal will occur if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified as substandard.

 

 

Doubtful (Risk Grade 8): Loans classified as doubtful have all of the weaknesses found in substandard loans, with the added characteristic that the weaknesses make collection of debt in full, based on currently existing facts, conditions and values, highly questionable or improbable. Serious problems exist such that partial loss of principal is likely; however, because of certain important, reasonably specific pending factors that may work to strengthen the assets, the loans’ classification as estimated losses is deferred until a more exact status may be determined. Such pending factors may include proposed merger, acquisition or liquidation procedures, capital injection, perfection of liens on additional collateral and refinancing plans. Loans classified as doubtful may include loans to borrowers that have demonstrated a history of failing to live up to agreements.

 

 

Loss (Risk Grade 9): Loans are classified in this category when borrowers are deemed incapable of repayment of unsecured debt. Loans to such borrowers are considered uncollectable and of such little value that continuance as active assets of the Bank is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not prudent to defer writing off these worthless assets, even though partial recovery may occurbe realized in the future.

 

At ALC, because the loan portfolio is more uniform in nature, each loan is categorized into one of two risk grades, depending on whether the loan is considered to be performing or nonperforming. Performing loans are loans that are paying principal and interest in accordance with a contractual agreement. Nonperforming loans are loans that have demonstrated characteristics that indicate a probability of loss.

 

The tables below illustrate the carrying amount of loans by credit quality indicator as of SeptemberJune 30, 2017.2019:

 

 

Bank

  

Bank

 
 

Pass

1-5

  

Special

Mention

6

  

Substandard

7

  

Doubtful

8

  

Total

  

Pass

1-5

 

Special

Mention

6

 

Substandard

7

 

Total

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Loans secured by real estate:

                             

Construction, land development and other land loans

 $19,939  $

  $274  $

  $20,213  

$

27,034 

$

340 

$

147 

$

27,521 

Secured by 1-4 family residential properties

  34,069   201   855   

   35,125  94,586 152 2,067 96,805 

Secured by multi-family residential properties

  16,498   

   

   

   16,498  28,033   28,033 

Secured by non-farm, non-residential properties

  102,264   4,884   531   

   107,679  155,808 1,911 1,029 158,748 

Other

  223   

   

   

   223  880   880 

Commercial and industrial loans

  63,995   2,105   220   

   66,320  89,418 1,925 146 91,489 

Consumer loans

  5,366   

   

65

   

   5,431   7,178    63  7,241 

Total

 $242,354  $7,190  $1,945  $

  $251,489  

$

402,937 

$

4,328 

$

3,452 

$

410,717 

 

  

ALC

 
  

Performing

  

Nonperforming

  

Total

 
  

(Dollars in Thousands)

 

Loans secured by real estate:

            

Secured by 1-4 family residential properties

 $11,292  $198  $11,490 
Consumer loans:            
Consumer  34,609   1,041   35,650 

Indirect sales

  50,168   385   50,553 

Total

 $96,069  $1,624  $97,693 

The above amounts include purchased credit impaired loans. As of June 30, 2019, $0.2 million of purchased credit impaired loans were rated “Substandard.”

  

ALC

 
  

Performing

  

Nonperforming

  

Total

 
  

(Dollars in Thousands)

 

Loans secured by real estate:

            

Secured by 1-4 family residential properties

 $6,438  $111  $6,549 
Consumer loans:            
Consumer  29,409   510   29,919 
Branch retail  29,499   110   29,609 

Indirect sales

  45,360   106   45,466 

Total

 $110,706  $837  $111,543 

 


 

The tables below illustrate the carrying amount of loans by credit quality indicator as of December 31, 2016.2018:

 

 

Bank

  

Bank

 
 

Pass

1-5

  

Special

Mention

6

  

Substandard

7

  

Doubtful

8

  

Total

  

Pass

1-5

 

Special

Mention

6

 

Substandard

7

 

Total

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Loans secured by real estate:

                             

Construction, land development and other land loans

 $22,240  $  $1,532  $  $23,772  $40,200  $914  $226  $41,340 

Secured by 1-4 family residential properties

  31,995   213   747      32,955   100,485   154   2,332   102,971 

Secured by multi-family residential properties

  16,627            16,627   23,009         23,009 

Secured by non-farm, non-residential properties

  99,082   2,315   715      102,112   153,077   1,996   1,089   156,162 

Other

  234            234   1,308         1,308 

Commercial and industrial loans

  55,481   2,227   255      57,963   83,261   1,977   541   85,779 

Consumer loans

  6,126      80      6,206   6,848      79   6,927 

Total

 $231,785  $4,755  $3,329  $  $239,869  $408,188  $5,041  $4,267  $417,496 

 

  

ALC

 
  

Performing

  

Nonperforming

  

Total

 
  

(Dollars in Thousands)

 

Loans secured by real estate:

            

Secured by 1-4 family residential properties

 $13,507  $217  $13,724 
Consumer loans:            
Consumer  35,278   1,135   36,413 

Indirect sales

  44,228   547   44,775 

Total

 $93,013  $1,899  $94,912 

The above amounts include purchased credit impaired loans. As of December 31, 2018, $0.5 million of purchased credit impaired loans were rated “Substandard.”

  

ALC

 
  

Performing

  

Nonperforming

  

Total

 
  

(Dollars in Thousands)

 

Loans secured by real estate:

            

Secured by 1-4 family residential properties

 $7,657  $128  $7,785 
Consumer loans:            
Consumer  30,826   830   31,656 
Branch retail  28,171   153   28,324 

Indirect sales

  40,491   118   40,609 

Total

 $107,145  $1,229  $108,374 

 

The following tables provide an aging analysis of past due loans by class as of SeptemberJune 30, 2017.2019:

 

 

Bank

  

Bank

 
 

As of September 30, 2017

  

As of June 30, 2019

 
 

30-59

Days

Past

Due

  

60-89

Days

Past

Due

  

90

Days

Or

Greater

  

Total

Past

Due

  

Current

  

Total

Loans

  

Recorded

Investment

>

90 Days

And

Accruing

  

30-59

Days

Past

Due

  

60-89

Days

Past

Due

  

90

Days

Or

Greater

  

Total

Past

Due

  

Current

  

Total

Loans

  

Recorded

Investment

>

90 Days

And

Accruing

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Loans secured by real estate:

                                                        

Construction, land development and other land loans

 $23  $

  $  $23  $20,190  $20,213  $

  $  $  $  $  $27,521  $27,521  $ 

Secured by 1-4 family residential properties

  149      91   240   34,885   35,125   

   185   369      554   96,251   96,805    

Secured by multi-family residential properties

  

   

   

   

   16,498   16,498   

               28,033   28,033    

Secured by non-farm, non-residential properties

  

15

   

117

   

   

132

   107,547   107,679   

   470      10   480   158,268   158,748    

Other

  

   

   

   

   223   223   

         10   10   870   880    

Commercial and industrial loans

  31      

   31   66,289   66,320   

   116         116   91,373   91,489    

Consumer loans

  

   

   

23

   

23

   5,408   5,431   

   62   23   18   103   7,138   7,241    

Total

 $218  $117  $114  $449  $251,040  $251,489  $

  $833  $392  $38  $1,263  $409,454  $410,717  $ 

The above amounts include purchased credit impaired loans. As of June 30, 2019, $7 thousand of purchased credit impaired loans were 90 or more days past due.

 


 

 

ALC

  

ALC

 
 

As of September 30, 2017

  

As of June 30, 2019

 
 

30-59

Days

Past

Due

  

60-89

Days

Past

Due

  

90

Days

Or

Greater

  

Total

Past

Due

  

Current

  

Total

Loans

  

Recorded

Investment

>

90 Days

And

Accruing

  

30-59

Days

Past

Due

  

60-89

Days

Past

Due

  

90

Days

Or

Greater

  

Total

Past

Due

  

Current

  

Total

Loans

  

Recorded

Investment

>

90 Days

And

Accruing

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Loans secured by real estate:

                                                        

Construction, land development and other land loans

 $

  $

  $

  $

  $

  $

  $

  $  $  $  $  $  $  $ 

Secured by 1-4 family residential properties

  73   70   71   214   11,276   11,490   

   65   56   111   232   6,317   6,549    

Secured by multi-family residential properties

  

   

   

   

   

   

   

                      

Secured by non-farm, non-residential properties

  

   

   

   

   

   

   

                      

Other

  

   

   

   

   

   

   

                      

Commercial and industrial loans

  

   

   

   

   

   

   

                      
Consumer loans:                                                 

Consumer

  506   433   1,016   1,955   33,695   35,650   

   369   272   510   1,151   28,768   29,919    
Branch retail 154  55  110  319  29,290  29,609   

Indirect sales

  

214

   

221

   

383

   

818

   

49,735

   

50,553

   

   192   10   106   308   45,158   45,466    

Total

 $793  $724  $1,470  $2,987  $94,706  $97,693  $

  $780  $393  $837  $2,010  $109,533  $111,543  $ 

 

The following tables provide an aging analysis of past due loans by class as of December 31, 2016.2018:

 

 

Bank

  

Bank

 
 

As of December 31, 2016

  

As of December 31, 2018

 
 

30-59

Days

Past

Due

  

60-89

Days

Past

Due

  

90

Days

Or

Greater

  

Total

Past

Due

  

Current

  

Total

Loans

  

Recorded

Investment

>

90 Days

And

Accruing

  

30-59

Days

Past

Due

  

60-89

Days

Past

Due

  

90

Days

Or

Greater

  

Total

Past

Due

  

Current

  

Total

Loans

  

Recorded

Investment

>

90 Days

And

Accruing

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Loans secured by real estate:

                                                        

Construction, land development and other land loans

 $

  $  $86  $86  $23,686  $23,772  $  $415  $582  $74  $1,071  $40,269  $41,340  $ 

Secured by 1-4 family residential properties

  164   69   145   378   32,577   32,955      991   36   539   1,566   101,405   102,971    

Secured by multi-family residential properties

  

            16,627   16,627                  23,009   23,009    

Secured by non-farm, non-residential properties

  762         762   101,350   102,112      458   13      471   155,691   156,162    

Other

  

            234   234                  1,308   1,308    

Commercial and industrial loans

        14   14   57,949   57,963      2,608   30   384   3,022   82,757   85,779    

Consumer loans

  

   28      28   6,178   6,206      80      4   84   6,843   6,927    

Total

 $926  $97  $245  $1,268  $238,601  $239,869  $  $4,552  $661  $1,001  $6,214  $411,282  $417,496  $ 

The above amounts include purchased credit impaired loans. As of December 31, 2018, $0.3 million of purchased credit impaired loans were 90 or more days past due.

 


 

 

ALC

  

ALC

 
 

As of December 31, 2016

  

As of December 31, 2018

 
 

30-59

Days

Past

Due

  

60-89

Days

Past

Due

  

90

Days

Or

Greater

  

Total

Past

Due

  

Current

  

Total

Loans

  

Recorded Investment

>

90 Days

And

Accruing

  

30-59

Days

Past

Due

  

60-89

Days

Past

Due

  

90

Days

Or

Greater

  

Total

Past

Due

  

Current

  

Total

Loans

  

Recorded Investment

>

90 Days

And

Accruing

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Loans secured by real estate:

                                                        

Construction, land development and other land loans

 $  $  $  $  $  $  $  $  $  $  $  $  $  $ 

Secured by 1-4 family residential properties

  61   29   213   303   13,421   13,724      60   65   128   253   7,532   7,785    

Secured by multi-family residential properties

                                          

Secured by non-farm, non-residential properties

                                          

Other

                                          

Commercial and industrial loans

                                          
Consumer loans:                                            

Consumer

  441   413   1,104   1,958   34,455   36,413      

563

   354   830   1,747   29,909   31,656    
Branch retail 164  98  153  415  27,909  28,324    

Indirect sales

  191   139   489   819   43,956   44,775      184   79   118   381   40,228   40,609    

Total

 $693  $581  $1,806  $3,080  $91,832  $94,912  $  $971  $596  $1,229  $2,796  $105,578  $108,374  $ 

 

The following table provides an analysis of non-accruing loans by class as of SeptemberJune 30, 20172019 and December 31, 2016.2018:

 

 

Loans on Non-Accrual Status

  

Loans on Non-Accrual Status

 
 

September 30,

2017

  

December 31,

2016

  

June 30,

2019

  

December 31,

2018

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Loans secured by real estate:

                

Construction, land development and other land loans

 $  $86  $  $73 

Secured by 1-4 family residential properties

  418   570   632   1,097 

Secured by multi-family residential properties

  

          

Secured by non-farm, non-residential properties

  33   53   20   14 
Other 10   

Commercial and industrial loans

  

14

   32   33   424 
Consumer loans:              
Consumer 1,106  1,676   568   879 
Branch retail 110  153 

Indirect sales

  385      106   119 

Total loans

 $1,956  $2,417  $1,479  $2,759 

As of June 30, 2019 and December 31, 2018, purchased credit impaired loans comprised $0.2 million and $0.5 million of nonaccrual loans, respectively.

 

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 the scheduled payments of principal or interest when due according to the contractual terms of the related loan agreement. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported at the present value of estimated future cash flows using the loan’sloan’s existing rate or at the fair value of collateral if repayment is expected solely from the liquidation of the collateral at the Bank. All loans of $0.5 million or more that have a credit quality risk grade of seven or above are identified for impairment analysis. At management’s discretion, additional loans may be impaired based on homogeneous factors such as changes in the nature and volume of the portfolio, portfolio quality, adequacy of the underlying collateral value, loan concentrations, historical charge-off trends and economic conditions that may affect athe borrower’s ability to pay. At ALC, all real estate loans of $0.1 million$50 thousand or more that are 90 days or more past due are identified for impairment analysis. There are currentlyAs of both June 30, 2019 and December 31, 2018, there were $0.2 million of impaired loans with no loansrelated allowance recorded at ALC that meet that criteria. All loans of $0.5 million or more that have a credit quality risk grade of seven or above are identified for impairment analysis.ALC. Impaired loans, or portions thereof, are charged off when deemed uncollectable.

 


 

As of SeptemberJune 30, 2017,2019, the carrying amount of impaired loans at the Bank and ALC consisted of the following:

 

 

June 30, 2019

 
 

Carrying

Amount

 

Unpaid

Principal

Balance

 

Related

Allowances

 
 

September 30, 2017

  

(Dollars in Thousands)

 

Impaired loans with no related allowance recorded

 

Carrying

Amount

  

Unpaid

Principal

Balance

  

Related

Allowances

        
 

(Dollars in Thousands)

 

Loans secured by real estate

                   

Construction, land development and other land loans

 $  $  $  

$

 

$

 

$

 

Secured by 1-4 family residential properties

          

1,289

 

1,289

 

 

Secured by multi-family residential properties

          

 

 

 

Secured by non-farm, non-residential properties

          

504

 

504

 

 

Commercial and industrial

          

 

 

 

Consumer

  

  

  

 

Total loans with no related allowance recorded

 $  $  $  

$

1,793

 

$

1,793

 

$

 
                   

Impaired loans with an allowance recorded

             

 

 

 

 

 

 

 

 

 

 

 

Loans secured by real estate

                   

Construction, land development and other land loans

 $86  $86  $62  

$

421

 

$

421

 

$

95

 

Secured by 1-4 family residential properties

  189   189   5  

22

 

22

 

16

 

Secured by multi-family residential properties

          

 

 

 

Secured by non-farm, non-residential properties

  535   535   55  

 

 

 

Commercial and industrial

  70   70   72  

65

 

65

 

65

 

Consumer

  

35

  

35

  

12

 

Total loans with an allowance recorded

 $880  $880  $194  

$

543

 

$

543

 

$

188

 
                   

Total impaired loans

             

 

 

 

 

 

 

 

 

 

 

 

Loans secured by real estate

                   

Construction, land development and other land loans

 $86  $86  $62  

$

421

 

$

421

 

$

95

 

Secured by 1-4 family residential properties

  189   189   5  

1,311

 

1,311

 

16

 

Secured by multi-family residential properties

          

 

 

 

Secured by non-farm, non-residential properties

  535   535   55  

504

 

504

 

 

Commercial and industrial

  70   70   72  

65

 

65

 

65

 

Consumer

  

35

  

35

  

12

 

Total impaired loans

 $880  $880  $194  

$

2,336

 

$

2,336

 

$

188

 

The above amounts include purchased credit impaired loans. As of June 30, 2019, purchased credit impaired loans comprised $0.2 million of impaired loans without a related allowance recorded.

 


 

As of December 31, 2016,2018, the carrying amount of impaired loans at the Bank and ALC consisted of the following:  

 

 

December 31, 2018

 
 

Carrying

Amount

 

Unpaid

Principal

Balance

 

Related

Allowances

 
 

December 31, 2016

  

(Dollars in Thousands)

 

Impaired loans with no related allowance recorded

 

Carrying

Amount

  

Unpaid

Principal

Balance

  

Related

Allowances

        
 

(Dollars in Thousands)

 

Loans secured by real estate

                   

Construction, land development and other land loans

 $  $  $  $73  $73  $ 

Secured by 1-4 family residential properties

           635   635    

Secured by multi-family residential properties

                  

Secured by non-farm, non-residential properties

                  

Commercial and industrial

                

Consumer

         

Total loans with no related allowance recorded

 $  $  $  $708  $708  $ 
                        

Impaired loans with an allowance recorded

                        

Loans secured by real estate

                        

Construction, land development and other land loans

 $1,361  $1,361  $423  $153  $153  $28 

Secured by 1-4 family residential properties

  193   193   5   57   57   50 

Secured by multi-family residential properties

                  

Secured by non-farm, non-residential properties

  549   549   107   511   511   1 

Commercial and industrial

           67  67  67 

Consumer

  43   43   20 

Total loans with an allowance recorded

 $2,103  $2,103  $535  $831  $831  $166 
                        

Total impaired loans

                        

Loans secured by real estate

                        

Construction, land development and other land loans

 $1,361  $1,361  $423  $226  $226  $28 

Secured by 1-4 family residential properties

  193   193   5   692   692   50 

Secured by multi-family residential properties

                  

Secured by non-farm, non-residential properties

  549   549   107   511   511   1 

Commercial and industrial

           67  67  67 

Consumer

  43   43   20 

Total impaired loans

 $2,103  $2,103  $535  $1,539  $1,539  $166 

The above amounts include purchased credit impaired loans. As of December 31, 2018, purchased credit impaired loans comprised $0.5 million of impaired loans without a related allowance recorded.

 

The average net investment in impaired loans and interest income recognized and received on impaired loans during as of the ninesix months ended SeptemberJune 30, 20172019 and the year ended December 31, 20162018 were as follows:

 

 

September 30, 2017

  

Six Months Ended

June 30, 2019

 
 

Average

Recorded

Investment

  

Interest

Income

Recognized

  

Interest

Income

Received

  

Average

Recorded

Investment

  

Interest

Income

Recognized

  

Interest

Income

Received

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Loans secured by real estate

                        

Construction, land development and other land

loans

 $1,183  $1  $1  $181  $7  $6 

Secured by 1-4 family residential properties

  191   10   11   1,062   31   28 

Secured by multi-family residential properties

                  

Secured by non-farm, non-residential properties

  539   27   25   718   19   18 
Other      

Commercial and industrial

  55   6   3  66  4  3 

Consumer

  40   1   1 

Total

 $1,968  $44  $40  $2,067  $62  $56 

 


 

 

December 31, 2016

  

Year Ended

December 31, 2018

 
 

Average

Recorded

Investment

  

Interest

Income

Recognized

  

Interest

Income

Received

  

Average

Recorded

Investment

  

Interest

Income

Recognized

  

Interest

Income

Received

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Loans secured by real estate

                        

Construction, land development and other land loans

 $1,381  $41  $39  $70  $8  $8 

Secured by 1-4 family residential properties

  232   14   14   794   16   16 

Secured by multi-family residential properties

                  

Secured by non-farm, non-residential properties

  557   33   31   523   34   35 
Other 1     

Commercial and industrial

          57  4  5 

Consumer

  15   3   3 

Total

 $2,170  $88  $84  $1,460  $65  $67 

 

Loans on which the accrual of interest has been discontinued amounted to $2.0$1.5 million and $2.4and $2.8 million as of SeptemberJune 30, 20172019 and December 31, 2016,2018, respectively. If interest on those loans had been accrued, there would have been $5been $10 thousand and $35and $44 thousand of interest accrued for the periods ended SeptemberJune 30, 20172019 and December 31, 2016,2018, respectively. Interest income related to these loans as of Septemberfor the six months ended June 30, 20172019 and the year ended December 31, 2016 was $32018 was $8 thousand and $4$27 thousand, respectively.

 

Troubled Debt Restructurings

 

Troubled debt restructurings include loans with respect to which concessions have been granted to borrowers that generally would not have otherwise been considered had the borrowers not been experiencing financial difficulty. The concessions granted may include payment schedule modifications, interest rate reductions, maturity date extensions, modificationsmodifications of note structure, principal balance reductions or some combination of these concessions. There were no loans modified with concessions granted during the nine-monthsix-month period ended SeptemberJune 30, 2017.2019 or the year ended December 31, 2018. Restructured loans may involve loans remaining on non-accrual, moving to non-accrual or continuing on accrual status, depending on the individual facts and circumstances of the borrower. Non-accrual restructured loans are included with all other non-accrual loans. In addition, all accruing restructured loans are reported as troubled debt restructurings. Generally, restructured loans remain on non-accrual until the customer has attained a sustained period of repayment performance under the modified loan terms (generally a minimum of six months). However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can meet the new terms and whether the loan should be returned to or maintained on non-accrual status. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, then the loan remains on non-accrual. As of both SeptemberJune 30, 20172019 and December 31, 2016,2018, the Company had $0.1 million$22 thousand and $65 thousand of non-accruing loans that were previously restructured and that remained on non-accrual status. For both the ninesix months ended SeptemberJune 30, 2017,2019 and the year ended December 31, 2018, the Company had no loans that were restored to accrual status based on a sustained period of repayment performance. For the year ended December 31, 2016, the Company had $0.3 million in restructured loans that were restored to accrual status based on a sustained period of repayment performance.

 

The following table provides, as of June 30, 2019 and December 31, 2018, the number of loans remaining in each loan category as of September 30, 2017 and December 31, 2016 that the Bank had previously modified in a troubled debt restructuring, as well as the pre- and post-modification principal balance as of each date.

 

  

September 30, 2017

  

December 31, 2016

 
  

Number

of

Loans

  

Pre-

Modification

Outstanding

Principal

Balance

  

Post-

Modification

Principal

Balance

  

Number

of

Loans

  

Pre-

Modification

Outstanding

Principal

Balance

  

Post-

Modification

Principal

Balance

 
  

(Dollars in Thousands)

 

Loans secured by real estate:

                        

Construction, land development and other land loans

  1  $107  $84   2  $1,960  $1,286 

Secured by 1-4 family residential properties

  3   318   188   3   318   249 

Secured by non-farm, non-residential properties

  1   53   38   1   53   41 

Commercial loans

  2   116   83   2   116   88 

Total

  7  $594  $393   8  $2,447  $1,664 


  

June 30, 2019

  

December 31, 2018

 
  

Number

of

Loans

  

Pre-

Modification

Outstanding

Principal

Balance

  

Post-

Modification

Principal

Balance

  

Number

of

Loans

  

Pre-

Modification

Outstanding

Principal

Balance

  

Post-

Modification

Principal

Balance

 
  

(Dollars in Thousands)

 

Loans secured by real estate:

                        

Construction, land development and other land loans

  
1
  
$
107
  
$
69
   
1
  
$
107
  
$
73
 

Secured by 1-4 family residential properties

  
3
   
318
   
64
   
3
   
318
   
118
 

Secured by non-farm, non-residential properties

  
   
   
   
1
   
53
   
34
 

Commercial loans

  
2
   
116
   
67
   
2
   
116
   
72
 

Total

  
6
  
$
541
  
$
200
   
7
  
$
594
  
$
297
 

 

As of SeptemberJune 30, 20172019 and December 31, 2016,2018, no loans that previously had been modified in a troubled debt restructuring had defaulted subsequent to modification.

 

Restructured loan modifications primarily included maturity date extensions and payment schedule modifications. There were no modifications to principal balances of the loans that were restructured. Accordingly, there was no impact on the Company’sCompany’s allowance for loan losses resulting from the modifications.

 

All loans with a principal balance of $0.5 million or more that have been modified in a troubled debt restructuring are considered impaired and evaluated individually for impairment. The nature and extent of impairment of restructured loans, including those that have experienced a subsequent payment default, are considered in the determination of an appropriate level of allowance for loan losses. This evaluation resulted in an allowance for loan losses attributable to such restructured loans of $3$2 thousand as of Septemberboth June 30, 20172019 and $15 thousand as of December 31, 2016.2018.

 


5.6.

OTHER REAL ESTATE OWNED AND REPOSSESSIONS

Other Real Estate Owned

 

Other real estate and certain other assets acquired in foreclosure are reported at the lower of the investment in the loan or the fairnet realizable value of the property, less estimated costs to sell. The following table summarizestables summarize foreclosed property activity foras of the ninesix months ended SeptemberJune 30, 20172019 and 2016.2018:

 

 

September 30, 2017

  

June 30, 2019

 
 

Bank

  

ALC

  

Total

  

Bank

  

ALC

  

Total

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Beginning balance

 $4,353  $505  $4,858  $1,401  $104  $1,505 

Transfers from loans

     87   87 

Additions (1)

  224   38   262 

Sales proceeds

  (649

)

  (199

)

  (848

)

  (404

)

  (79

)

  (483

)

            

Gross gains

  

14

      14   37   2   39 

Gross losses

  (20

)

  (101

)

  (121

)

     (27

)

  (27

)

Net gains (losses)

  (6

)

  (101

)

  (107

)

  37   (25

)

  12 

Impairment

  

(171

)

  

 

  (171

)

  

 

  (38

)

  (38

)

Ending balance

 $3,527  $292  $3,819  $1,258  $  $1,258 

 

 

September 30, 2016

  

June 30, 2018

 
 

Bank

  

ALC

  

Total

  

Bank

  

ALC

  

Total

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Beginning balance

 $5,327  $711  $6,038  $3,527  $265  $3,792 

Transfers from loans

  255   149   404 
Additions (1)  106   25   131 

Sales proceeds

  (655

)

  (259

)

  (914

)

  (1,598

)

  (43

)

  (1,641

)

            

Gross gains

     27   27   121      121 

Gross losses

  (40

)

  (73

)

  (113

)

  (45

)

  (54

)

  (99

)

Net gains (losses)

  (40

)

  (46

)

  (86

)

  76   (54

)

  22 

Impairment

     (51

)

  (51

)

  (109

)

  (14

)

  (123

)

Ending balance

 $4,887  $504  $5,391  $2,002  $179  $2,181 

(1)Additions to other real estate owned (“OREO”) include transfers from loans and capitalized improvements to existing OREO properties.

 

Valuation adjustments are recorded in other non-interest expense and are primarily post-foreclosure write-downs that are a result of continued declining property values based on updated appraisals or other indications of value, such as offers to purchase. FairNet realizable value less estimated costcosts to sell of foreclosed residential real estate held by the Company was $0.6was $0.1 million and $1.1and $0.5 million as of SeptemberJune 30, 20172019 and 2016,2018, respectively. In addition, the Company held $20 thousand and $0.1 million indid not hold any consumer mortgage loans collateralized by residential real estate that were in the process of foreclosure as of SeptemberJune 30, 20172019 and 2016, respectively.held $48 thousand of these loans as of June 30, 2018.

Repossessions

In addition to the other real estate and other assets acquired in foreclosure, the Bank and ALC also acquire assets through the repossession of the underlying collateral of loans in default. Total repossessed assets as of both June 30, 2019 and December 31, 2018 were$0.2 million.

 


 

6.7.

INVESTMENT IN LIMITED PARTNERSHIPGOODWILL AND OTHER INTANGIBLE ASSETS

 

The Company holds an investment in an affordable housing project for which it provides funding as a limited partner and has received tax credits related to its investment in the project based on its partnership share. The net assetsrecorded $7.4 million of the partnership consist primarily of apartment complexes, and the primary liabilities consist of those associated with the operation of the partnership. The Company has determined that this investment requires consolidation as a variable interest entity under ASC Topic 810, Consolidation. The Company holds a 99.9% interest in the limited partnership. Assets recorded by the Companygoodwill as a result of its acquisition of TPB in 2018. Goodwill impairment was neither indicated nor recorded during the consolidation were lesssix months ended June 30, 2019 or the year ended December 31, 2018.

Goodwill is tested annually, or more often if circumstances warrant, for impairment. If the implied fair value of goodwill is lower than $0.1its carrying amount, goodwill impairment is indicated, and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the consolidated financial statements. Goodwill totaled $7.4 million as of both SeptemberJune 30, 20172019 and December 31, 2016.2018.

 

Core deposit premiums are amortized over a seven-year period and are periodically evaluated, at least annually, as to the recoverability of their carrying value. Core deposit premiums of $2.0 million were recorded during 2018 as part of the TPB acquisition.

The Company’s goodwill and other intangibles (carrying basis and accumulated amortization) as of June 30, 2019 were as follows:

  

June 30, 2019

 
  

(Dollars in Thousands)

 

Goodwill

 

$

7,435

 

Core deposit intangible:

    

Gross carrying amount

  

2,048

 

Accumulated amortization

  

(427

)

Core deposit intangible, net

  

1,621

 

Total

 

$

9,056

 

The Company’s estimated remaining amortization expense on intangibles as of June 30, 2019 was as follows:

  

Amortization Expense

 
  

(Dollars in Thousands)

 

2019

 

$

232

 

2020

  

414

 

2021

  

341

 

2022

  

268

 

2023

  

195

 

2024

  

122

 

2025

  

49

 

Total

 

$

1,621

 

The net carrying amount of the Company’s core deposit premiums is not considered recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition. That assessment is based on the carrying amount of the intangible assets subject to amortization at the date on which it is tested for recoverability. Intangible assets subject to amortization are tested by the Company for recoverability whenever events or change in circumstances indicate that its carrying amount may not be recoverable.

7.8.

SHORT-TERM BORROWINGS

 

Short-term borrowings consist of federal funds purchased, securities sold under repurchase agreements, and short-term Federal Home Loan Bank (“FHLB”)FHLB advances with original maturities of one year or less. Short-term borrowings totaled $10.6$0.1 million and $10.1$0.5 million as of SeptemberJune 30, 20172019 and December 31, 2016,2018, respectively.

 

Federal funds purchased, which represent unsecured lines of credit that generally mature within one to four days, are available to the Bank through arrangements with correspondent banks and the Federal Reserve. As of both SeptemberJune 30, 20172019 and December 31, 2016,2018, there were no federal funds purchased outstanding, and theoutstanding. The Bank had $18.8 $72.0 million and $72.2 million in available unused lines of credit with correspondent banks and the Federal Reserve.Reserve as of June 30, 2019 and December 31, 2018, respectively.

 

Securities sold under repurchase agreements, which are secured borrowings, generally are reflected at the amount of cash received in connection with the transaction. The Bank may be required to provide additional collateral based on the fair value of the underlying securities. The Bank monitors the fair value of the underlying securities on a daily basis. Securities sold under repurchase agreements as of SeptemberJune 30, 20172019 and December 31, 20162018 totaled $0.6$0.1 million and $0.1$0.5 million, respectively.

 

Short-term FHLB advances are secured borrowings available to the Bank as an alternative funding source. As of both SeptemberJune 30, 20172019 and December 31, 2016,2018, the Bank had $10.0 million in did not have any outstanding FHLB advances with original maturities of less than one year. 

 

8.9.

LONG-TERM DEBT

 

The Company uses FHLB advances as an alternative to funding sources with similar maturities, such as certificates of deposit or other deposit programs. These advances generally offer more attractive rates than other mid-term financing options. They are also flexible, allowing the Company to quickly obtain the necessary maturities and rates that best suit its overall asset/liability strategy. FHLB advances with an original maturity of more than one year are classified as long-term. TheAs of both June 30, 2019 and December 31, 2018, the Company haddid not have any long-term FHLB advances outstanding of $10.0 million and $15.0 million as of September 30, 2017 and December 31, 2016, respectively. outstanding.

 

Assets pledged (including loans and investment securities) associated with FHLB advances totaled $22.3 $36.9 million and $28.0and $27.0 million as of SeptemberJune 30, 20172019 and December 31, 2016,2018, respectively. As of SeptemberJune 30, 20172019 and December 31, 2016,2018, the CompanyBank had $164.8$238.5 million and $155.0$282.2 million, respectively, in remaining credit from the FHLB (subject to available collateral).

 


9.10.

INCOME TAXES

 

The provision for income taxes was$0.4 $0.7 million and $0.2 million for both of the nine-monthsix-month periods ended SeptemberJune 30, 20172019 and 2016.2018, respectively. The Company’s effective tax rate was 23.0% 22.5% and 23.4%17.3%, respectively, for the same periods. The effective tax rate is impacted by recurring permanent differences, such as those associated with bank-owned life insurance and tax-exempt investmentsinvestment and loan income.

 

The Company had a net deferred tax asset of $7.7 $3.4 million and $8.7and $4.6 million as of SeptemberJune 30, 20172019 and December 31, 2016,2018, respectively. The reductiondecrease in the net deferred tax asset resulted primarily from the impact of changes in the fair value of securities available-for-sale, as well as the reduction of federalcombined with reductions in net operating loss carry-forwards.carryforwards and other book-to-tax temporary differences.

 


10.11.

DEFERRED COMPENSATION PLANS

 

The BankCompany has entered into supplemental retirement compensation benefits agreements with certain directors and executive officers. The measurement of the liability under these agreements includes estimates involving life expectancy, length of time before retirement and the expected returns on the bank-owned life insurance policies used to fund those agreements. Should these estimates prove to be materially wrong, the cost of these agreements could change accordingly. The related deferred compensation obligation to these directors and executive officers included in other liabilities was $3.4$3.3 million and $3.5$3.4 million as of SeptemberJune 30, 20172019 and December 31, 2016,2018, respectively.

 

Non-employee directors may elect to defer payment of all or any portion of their Bancshares and Bank director fees under Bancshares’ Non-Employee Directors’ Deferred Compensation Plan (the “Deferral Plan”). The Deferral Plan which was ratified by Bancshares’ shareholders at the annual meeting held on May 11, 2004, permits non-employee directors to invest their directors’ fees and to receive the adjusted value of the deferred amounts in cash and/or shares of Bancshares’ common stock. Neither Bancshares nor the Bank makes any contribution to participants’ accounts under the Deferral Plan. As of SeptemberJune 30, 20172019 and December 31, 2016,2018, a total of 100,990119,519 and 114,547116,766 shares of Bancshares common stock, respectively, were deferred in connection with the Deferral Plan. All deferred fees, whether in the form of cash or shares of Bancshares common stock, are reflected as compensation expense in the period earned. The Company classifies all deferred directors'directors’ fees allocated to be paid in shares of stock as equity surplus. The Company usesmay use issued shares or shares of treasury stock to satisfy these obligations when due.

 

11.12.

STOCK AWARDS

 

In accordance with the Company’s 2013 Incentive Plan, stock awards, including stock options and restricted stock, have been granted to certain employees and non-employee directors. Shares of common stock available for distribution to satisfy the grants may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner. Stock-based compensation expense related to stock awards totaled $0.2 million and $0.1 million for both of the nine-monthsix-month periods ended SeptemberJune 30, 20172019 and 2016, respectively.2018.

 

Stock Options

  

The stockStock option awards werehave been granted with an exercise price equal to the market price of Bancshares’the Company’s common stock on the date of the grant and have vesting periods ranging from one to three years, with 10-year contractual terms.

 

The Company recognizes the cost of services received in exchange for stock option awards based on the grant date fair value of the award, with compensation expense recognized on a straight-line basisbasis over the award’s vesting period. The fair value of outstanding awards was determined using the Black-Scholes option pricing model based on the assumptions noted in the table below. Expected volatilities are based on historical volatilities of Bancshares’the Company’s common stock.

 

 2017  2016  

2019

 

2018

 
Risk-free interest rate  2.23%  1.58% 

2.59

%

 

2.77

%

Expected term 7.5 years  7.5 years 

Expected term (in years)

 

7.5

 

7.5

 
Expected stock price volatility  25.36%  25.25% 

30.9

%

 

28.3

%

Dividend yield  1.50%  1.50% 

1.25

%

 

1.50

%

Fair value of stock option

 

3.30

 

3.51

 

 

The following table summarizes the Company'sCompany’s stock option activity for the periods presented.

 

 

Nine Months Ended

 
�� 

Six Months Ended

 
 

September 30, 2017

  

September 30, 2016

  

June 30, 2019

 

June 30, 2018

 
 

Number of

Shares

  

Average

Exercise

Price

  

Number of

Shares

  

Average

Exercise

Price

  

Number of

Shares

 

Average

Exercise

Price

 

Number of

Shares

 

Average

Exercise

Price

 

Options:

                         

Outstanding, beginning of period

  272,550  $8.21   175,550  $8.17  377,950 

$

9.80

 

318,000

 

$

9.43

 

Granted

  70,600   13.84   97,000   8.30  66,150 

10.01

 

62,150

 

11.71

 

Exercised

  

19,316

   

8.15

         

 

 

 

Expired

  

   

      

   

 

 

 

Forfeited

  

3,334

   

11.79

      

   16,819  

11.39

  

1,450

  

11.05

 

Options outstanding, end of period

  320,500  $9.42   272,550  $8.21   427,281 

$

9.77

  

378,700

 

$

9.80

 

Options exercisable, end of period

  208,633  $8.20   175,550  $8.17   309,682 

$

9.20

  

249,300

 

$

8.71

 

 

The aggregate intrinsic value of stock options outstanding (calculated as the amount by which the market value of underlying stock exceeds the exercise price of the option) was approximately $0.8$0.3 million and $0.4$0.9 million as of SeptemberJune 30, 20172019 and 2016,2018, respectively.

 

Restricted Stock

 

During the first ninesix months of 2017, 7,5332019 and 2018, respectively, 5,520 shares and 10,520 shares of restricted stock were granted with vesting periods of either one or three years.  No shares of restricted stock were granted during the nine months ended September 30, 2016.granted. The Company recognizes the cost of services received in exchange for restricted stock awards based on the grant date closing price of the stock, with compensation expense recognized on a straight-line basis over the award’s vesting period. 

 


12.13.

DERIVATIVE FINANCIAL INSTRUMENTSLEASES

 

On April 1, 2016, theThe Bank entered into a forward interest rate swap contract on a variable rate FHLB advance (indexed to three-month LIBOR) with a total notional amount of $10.0 million. The interest rate swap contract was designated as a derivative instrumentand ALC are involved in a cash flow hedge under ASC Topic 815, Derivativesnumber of operating leases, primarily for branch locations. Branch leases have remaining lease terms ranging from less than one year to 15 years, some of which include options to extend the leases for up to five years, and Hedging, withsome of which include an option to terminate the objectivelease within one year. The Bank leases certain office facilities to third parties and classifies these leases as operating leases.

The following table provides a summary of protecting the quarterly interest rate paymentscomponents of lease expense, as well as the reporting location in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018:

   

Location in the Condensed

  

Three Months Ended

  Six Months Ended 
   

Consolidated Statements of Operations

  

June 30, 2019

  

June 30, 2018

  June 30, 2019  June 30, 2018 
      

(Dollars in Thousands)

  (Dollars in Thousands) 

Operating lease expense (1)

  

Net occupancy and equipment

  

$

210

  

$

137

  $420  $295 

Operating lease income (2)

  

Other income, net

  

$

212

  

$

  $421  $34 

(1) Includes short-term lease costs. For the three and six month periods ended June 30, 2019 and 2018, short-term lease costs were nominal in amount.

(2) Operating lease income includes rental income from owned properties.

The following table provides supplemental lease information for operating leases on the FHLB advance fromCondensed Consolidated Balance Sheet as of June 30, 2019:

   

Location in the Condensed

   
   

Consolidated Balance Sheet

  

June 30, 2019

 
      

(Dollars in Thousands)

 

Operating lease right-of-use assets

  

Other assets

  

$

3,776

 

Operating lease liabilities

  

Other liabilities

  

$

3,792

 

Weighted-average remaining lease term (in years)

      

7.28

 

Weighted-average discount rate

      

3.19

%

The following table provides supplemental lease information for the riskCondensed Consolidated Statements of variability of those payments resulting from changes inCash Flows for the three-month LIBOR interest rate throughout the seven-year period beginning on April 5, 2016six months ended June 30, 2019 and ending on April 5, 2023. Under the swap arrangement, which became effective on April 5, 2016, the Bank will pay a fixed interest rate of 1.46% and receive a variable interest rate based on three-month LIBOR on the total notional amount of $10.0 million, with quarterly net settlements.2018:

   

Six Months Ended

   

June 30, 2019

  

June 30, 2018

 
   

(Dollars in Thousands)

 

Cash paid for amounts included in the measurement of lease liabilities:

        

Operating cash flows from operating leases

 

$

385

  

$

230

 

 

No ineffectiveness related to the interest rate swap designated asThe following table is a cash flow hedge was recognizedschedule of remaining future minimum lease payments for operating leases that had an initial or remaining non-cancellable lease term in the consolidated statementsexcess of operations for the three- or nine-month periods ended September 30, 2017. The accumulated net after-tax gain related to the effective cash flow hedge included in accumulated other comprehensive income totaled $0.2 millionone year as of both SeptemberJune 30, 2017 and December 31, 2016.2019:

 

  

Minimum

Rental Payments

 
  

(Dollars in Thousands)

 

2019

 

$

371

 

2020

  

677

 

2021

  

574

 

2022

  

512

 

2023

  

453

 

2024 and thereafter

  

1,714

 

Total future minimum lease payments

 

$

4,301

 

Less: Imputed interest

  

509

 

Total operating lease liabilities

 

$

3,792

 


13.14.

SEGMENT REPORTING

 

Under ASC Topic 280, Segment Reporting, certain information is disclosed for the two reportable operating segments of Bancshares: the Bank and ALC. The reportable segments were determined using the internal management reporting system. These segments comprise Bancshares’ and the Bank’s significant subsidiaries. The accounting policies for each segment are the same as those described in Note 2, “Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2016.2018. The segment results include certain overhead allocations and intercompany transactions that were recorded at current market prices. All intercompany transactions have been eliminated to determine the consolidated balances. The results for the two reportable segments of the Company are included in the tables below.

 

         

All

                  

All

         
 

Bank

  

ALC

  

Other

  

Eliminations

  

Consolidated

  

Bank

  

ALC

  

Other

  

Eliminations

  

Consolidated

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

As of and for the three months ended September 30, 2017:

                    

As of and for the three months ended June 30, 2019:

                    

Net interest income

 $4,192  $2,940  $3  $

  $7,135  $5,986  $3,240  $7  $  $9,233 

Provision (reduction in reserve) for loan losses

  (130)  503   

   

   373 

Provision for loan losses

  90   625         715 

Total non-interest income

  1,005   219   954   (942)  1,236   1,108   228   1,384   (1,429)  1,291 

Total non-interest expense

  4,699   2,303   336   (148)  7,190   5,798   2,366   493   (153)  8,504 

Income before income taxes

  628   353   621   (794)  808   1,206   477   898   (1,276)  1,305 

Provision for income taxes

  48   202   (77)  

   173   249   121   (70)     300 

Net income

 $580  $151  $698  $(794) $635  $957  $356  $968  $(1,276) $1,005 

Other significant items:

                                        

Total assets

 $616,820  $92,942  $84,170  $(179,333) $614,599  $778,252  $107,911  $89,102  $(198,094) $777,171 

Total investment securities

  185,722   

   80   

   185,802   136,569      80      136,649 

Total loans, net

  329,327   89,326   

   (80,627)  338,026   501,177   104,007      (93,669)  511,515 
Goodwill and core deposit intangible, net 9,056        9,056 

Investment in subsidiaries

  5   

   78,469   (78,469)  5   5      83,436   (83,436)  5 

Fixed asset additions

  818   13   

   

   831   887   64         951 

Depreciation and amortization expense

  238   41   

   

   279   361   35         396 

Total interest income from external customers

  3,596   4,224   

   

   7,820   6,476   4,447         10,923 

Total interest income from affiliates

  1,284   

   3   (1,287)  

   1,206      7   (1,213)   
                                        

For the nine months ended September 30, 2017:

                    

For the six months ended June 30, 2019:

                    

Net interest income

 $12,168  $8,933  $10  $

  $21,111  $11,995  $6,398  $13  $  $18,406 

Provision (reduction in reserve) for loan losses

  (130)  1,594   

   

   1,464 

Provision for loan losses

  90   1,025         1,115 

Total non-interest income

  2,647   700   2,451   (2,465)  3,333   2,186   447   2,965   (3,042)  2,556 

Total non-interest expense

  13,522   6,966   1,074   (472)  21,090   11,631   4,734   920   (328)  16,957 

Income before income taxes

  1,423   1,073   1,387   (1,993)  1,890   2,460   1,086   2,058   (2,714)  2,890 

Provision for income taxes

  249   458   (272)  

   435   511   264   (124)     651 

Net income

 $1,174  $615  $1,659  $(1,993) $1,455  $1,949  $822  $2,182  $(2,714) $2,239 

Other significant items:

                                        

Fixed asset additions

  8,578   103   

   

   8,681   2,564   78         2,642 

Depreciation and amortization expense

  657   124   

   

   781   728   68         796 

Total interest income from external customers

  10,493   12,520   

   

   23,013   12,969   8,766   1      21,736 

Total interest income from affiliates

  3,587   

   9   (3,596)  

   2,367      12   (2,379)   

 

 


                        

All

         
 

 

 

 

 

 

 

 

 

All

 

 

 

 

 

 

 

 

 

Bank

  

ALC

  

Other

  

Eliminations

  

Consolidated

 
 

Bank

 

ALC

 

Other

 

Eliminations

 

Consolidated

  

(Dollars in Thousands)

 
 

(Dollars in Thousands)

 

As of and for the three months ended September 30, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of and for the three months ended June 30, 2018:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Net interest income

 

$

3,917

 

$

3,253 

$

3

 

$

 

$

7,173

  
$
4,244
  
$
3,254
  
$
4
  
$
  
$
7,502
 

Provision for loan losses

  

100

 

  580  

  

  

680

   
   
702
   
   
   
702
 

Total non-interest income

  

1,159

  316  973  

(881

)

  

1,567

   
948
   
272
   
684
   
(772
)
  
1,132
 

Total non-interest expense

  

4,636

  2,403  474  

(165

)

  

7,348

   
4,888
   
2,426
   
365
   
(187
)
  
7,492
 

Income (loss) before income taxes

  

340

  586  502  

(716

)

  

712

 

Income before income taxes

  
304
   
398
   
323
   
(585
)
  
440
 

Provision for income taxes

  

52

  196  (86

)

  

  

162

   
60
   
82
   
(61
)
  
   
81
 

Net income (loss)

 

$

288

 

$

390 

$

588 

$

(716

)

 

$

550

 

Net income

 
$
244
  
$
316
  
$
384
  
$
(585
)
 
$
359
 

Other significant items:

                                    

Total assets

 

$

602,123 

$

89,347 

$

84,291

 

$

(175,454

)

 

$

600,307

  
$
636,623
  
$
103,624
  
$
81,132
  
$
(187,343
)
 
$
634,036
 

Total investment securities

  209,486  

  

80

  

  

209,566

   
165,660
   
   
80
   
   
165,740
 

Total loans, net

  308,423  85,720  

  

(77,022

)

  

317,121

   
345,673
   
100,792
   
   
(90,936
)
  
355,529
 
Goodwill and core deposit intangible, net 
  
  
  
  
 

Investment in subsidiaries

  5    

78,737

  

(78,737

)

  

5

   
5
   
   
75,241
   
(75,241
)
  
5
 

Fixed asset additions

  960  16  

  

  

976

   
439
   
55
   
   
   
494
 

Depreciation and amortization expense

  193  54  

  

  

247

   
321
   
32
   
   
   
353
 

Total interest income from external customers

  3,415  4,345  

  

  

7,760

   
3,983
   
4,407
   
   
   
8,390
 

Total interest income from affiliates

  1,092  

  

3

  

(1,095

)

  

   
1,154
   
   
4
   
(1,158
)
  
 
                                    

For the nine months ended September 30, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30, 2018:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Net interest income

 

$

11,199

 

$

9,544 

$

8

 

$

 

$

20,751

  
$
8,361
  
$
6,447
  
$
8
  
$
  
$
14,816
 

Provision (reduction in reserve) for loan losses

  

(350

)

  1,733  

  

  

1,383

 

Provision for loan losses

  
39
   
1,321
   
   
   
1,360
 

Total non-interest income

  3,002  909  

2,481

  

(2,356

)

  

4,036

   
1,815
   
528
   
1,537
   
(1,608
)
  
2,272
 

Total non-interest expense

  13,435  7,306  

1,373

  

(445

)

  

21,669

   
9,419
   
4,950
   
812
   
(388
)
  
14,793
 

Income (loss) before income taxes

  1,116  1,414  

1,116

  

(1,911

)

  

1,735

 

Income before income taxes

  
718
   
704
   
733
   
(1,220
)
  
935
 

Provision for income taxes

  224  484  

(302

)

  

  

406

   
130
   
152
   
(120
)
  
   
162
 

Net income (loss)

 

$

892 

$

930 

$

1,418

 

$

(1,911

)

 

$

1,329

 

Net income

 
$
588
  
$
552
  
$
853
  
$
(1,220
)
 
$
773
 

Other significant items:

                                    

Fixed asset additions

  4,521  33  

  

  

4,554

   
658
   
57
   
   
   
715
 

Depreciation and amortization expense

  564  162  

  

  

726

   
639
   
65
   
   
   
704
 

Total interest income from external customers

  9,750  12,684  

  

  

22,434

   
7,820
   
8,689
   
   
   
16,509
 

Total interest income from affiliates

  3,140  

  

8

  

(3,148

)

  

   
2,243
   
   
8
   
(2,251
)
  
 

 

 


 

1415.

GUARANTEES, COMMITMENTS AND CONTINGENCIES

 

The Bank’sBank’s exposure to credit loss in the event of nonperformance by the other party for commitments to make loans and standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making these commitments as it does for on-balance sheet instruments. For interest rate swap transactions and commitments to purchase or sell securities for forward delivery, the contract or notional amounts do not represent exposure to credit loss. The Bank controls the credit risk of these derivative instruments through credit approvals, limits and monitoring procedures. Certain derivative contracts have credit risk for the carrying value plus the amount to replace such contracts in the event of counterparty default. All of the Bank’s financial instruments are held for risk management and not for trading purposes. During the nine-month periods ended September 30, 2017 and 2016, there were no credit losses associated with derivative contracts.

 

In the normal course of business, there are outstanding commitments and contingent liabilities, such as commitments to extend credit, letters of credit and others, that are not included in the consolidated financial statements. The financial instruments involve, to varying degrees, elements of credit and interest rate risk in excess of amounts recognized in the financial statements. A summary of these commitments and contingent liabilities is presented below.below:

 

 

September 30,

2017

  

December 31,

2016

  

June 30,

2019

  

December 31,

2018

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Standby letters of credit

 $180  $183  $180  $180 
Standby performance letters of credit  652   704 

Commitments to extend credit

 $53,231  $41,267  $102,789  $85,972 

 

Standby letters of credit and standby performance letters of credit are contingent commitments issued by the Bank generally to guarantee the performance of a customer to a third-party.third party. The Bank has recourse against the customer for any amount that it is required to pay to a third-partythird party under a standby letter of credit or standby performance letter of credit. Revenues are recognized over the lives of the standby letters of credit and standby performance letters of credit. As of SeptemberJune 30, 20172019 and December 31, 2016,2018, the potential amountamounts of future payments that the Bank could be required to make under its standby letters of credit and standby performance letters of credit, which represent the Bank’s total credit risk in this category, isthese categories, are included in the table above.

 

A commitment to extend credit is an agreement to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon the extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties.

Commitments to purchase securities for delayed delivery require the Bank to purchase a specified security at a specified price for delivery on a specified date. Similarly, commitments to sell securities for delayed delivery require the Bank to sell a specified security at a specified price for delivery on a specified date. Market risk arises from potential movements in security values and interest rates between the commitment and delivery dates. As of both September 30, 2017 and December 31, 2016, there were no outstanding commitments to purchase securities for delayed delivery and no outstanding commitments to sell securities for delayed delivery.

 

The Company is self-insured for a significant portion of employee health benefits. However, the Company maintains stop-loss coverage with third-party insurers to limit the Company’s individual claim and total exposure related to self-insurance. The Company estimates an accrued liability for the ultimate costs to closesettle known claims, as well as claims incurred but not yet reported, as of the balance sheet date. The Company’s recorded estimated liability for self-insurance is based on the insurance companies’ incurred loss estimates and management’s judgment, including assumptions and evaluation of factors related to the frequency and severity of claims, the Company’s claims development history and the Company’s claims settlement practices. The assessment of loss contingencies and self-insurance reserves is a highly subjective process that requires judgments about future events. Contingencies are reviewed at least quarterly to determine the adequacy of self-insurance accruals. Self-insurance accruals totaled $0.2 million and $0.1 million as of June 30, 2019 and December 31, 2018, respectively. The ultimate settlement of loss contingencies and self-insurance reserves may differ significantly from amounts that the Company has accrued in the Company’s consolidated financial statements.

 

In 2016, the Bank entered into an agreement with a general contractor to manage construction of an office complex on a parcel of land located in the Birmingham, Alabama area that was purchased by the Bank in 2016.  As of September 30, 2017, construction of the office complex was substantially complete, and remaining contractual commitments with the general contractor totaled $0.3 million.Litigation

Litigation

The Company is party to certain ordinary course litigation from time to time, and the Company intends to vigorously defend itself in all such litigation. In the opinion of the Company, based on review and consultation with legal counsel, the outcome of such ordinary course litigation should not have a material adverse effect on the Company’s consolidated financial statements or results of operations.

 


 

15.16.

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company follows the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The assumptions used in the estimation of the fair value of the Company’s financial instruments are detailed below. The following disclosures should not be considered a surrogaterepresentation of the liquidation value of the Company, but rather represent a good-faith estimate of the increase or decrease in value of financial instruments held by the Company since purchase, origination or issuance.

 

Fair Value Hierarchy

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. In determining fair value, the Company uses various methods, including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values.value. Assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

 

 

Level 1 — Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange or Nasdaq. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

 

 

Level 2 — Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.

 

 

Level 3 — Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

 

The Company rarely transfers assets and liabilities measured at fair value between Level 1 and Level 2 measurements. Trading account assets and securities available-for-sale may be periodically transferred to or from Level 3 valuation based on management’smanagement’s conclusion regarding the best method of pricing for an individual security. Such transfers are accounted for as if they occurred at the beginning of a reporting period. There were no such transfers during the ninesix months ended SeptemberJune 30, 20172019 or the year ended December 31, 2016.2018.

 

Fair Value Measurements on a Recurring Basis

 

Securities Available-for-Sale

 

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include exchange-traded equities. Level 2 securities include U.S. Treasury and agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset-backed and other securities. Level 2 fair values are obtained from quoted prices of securities with similar characteristics. In certain cases, where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

 

Interest Rate Derivative Agreements

Interest rate derivative agreements are used by the Company to mitigate risk associated with changes in interest rates. The fair value of these agreements is based on information obtained from third-party financial institutions. This information is periodically evaluated by the Company and, as necessary, corroborated against other third-party valuations. The Company classifies these derivative assets within Level 2 of the valuation hierarchy.


 

The following table presents assets measured at fair value on a recurring basis as of SeptemberJune 30, 20172019 and December 31, 2016.2018. There were no liabilities measured at fair value on a recurring basis for either period presented.

 

 

Fair Value Measurements as of September 30, 2017 Using

  

Fair Value Measurements as of June 30, 2019 Using

 
 

Totals

At

September 30,

2017

  

Quoted

Prices in

Active

Markets For

Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

  

Totals

At

June 30,

2019

  

Quoted

Prices in

Active

Markets For

Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Investment securities, available-for-sale

                                

Mortgage-backed securities:

                                

Residential

 $83,550  $

  $83,550  $

  $64,267  $  $64,267  $ 

Commercial

  67,138   

   67,138   

   48,749      48,749    

Obligations of states and political subdivisions

  5,655   

   5,655   

   4,865      4,865    

Obligations of U.S. government-sponsored agencies

  2,002   

   2,002   

 
U.S. Treasury securities 80  

  80  

   80      80    

Other assets - derivatives

  291   

   291   

 

 

 

Fair Value Measurements as of December 31, 2016 Using

  

Fair Value Measurements as of December 31, 2018 Using

 
 

Totals

At

December 31,

2016

  

Quoted

Prices in

Active

Markets For

Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

  

Totals

At

December 31,

2018

  

Quoted

Prices in

Active

Markets For

Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Investment securities, available-for-sale

                                

Mortgage-backed securities:

                                

Residential

 $98,409  $  $98,409  $  $72,455  $  $72,455  $ 

Commercial

  70,530      70,530      54,289      54,289    

Obligations of states and political subdivisions

  10,142      10,142      5,664      5,664    

Obligations of U.S. government-sponsored agencies

  1,993      1,993    

Corporate notes

  756   

   756   

 

U.S. Treasury securities

  80      80      79      79    

Other assets - derivatives

  346      346    

 

Fair Value Measurements on a Non-recurring Basis

 

Impaired Loans

 

Loans that are considered impaired are loans for which, based on current information and events, it is probable that the Company will be unable to collect all principal and interest payments due under the contractual terms of the loan agreement. Impaired loans can be measured based on the present value of expected payments using the loan’sloan’s original effective rate as the discount rate, the loan’s observable market price or the fair value of the collateral less estimated selling cost if the loan is collateral-dependent. For the Company, the fair value of impaired loans is primarily measured based on the value of the collateral securing the loans (typically real estate). The Company determines the fair value of the collateral based on independent appraisals performed by qualified licensed appraisers. The appraisals may include a single valuation approach or a combination of approaches, including comparable sales and income approaches. Appraised values are discounted for estimated costs to sell and may be discounted further based on management’s knowledge of the collateral, changes in market conditions since the most recent appraisal and/or management’s knowledge of the borrower and the borrower’s business. Such discounts by management are subjective and are typically significant unobservable inputs for determining fair value. Impaired loans are evaluated by management for additional impairment at least quarterly and are adjusted accordingly.

 


 

Other Real Estate Owned (OREO)OREO

 

OREO consists of properties obtained through foreclosure or in satisfaction of loans and is recorded at the lower of the loan’s carrying amount or the fairnet realizable value, of the property, less estimated cost to sell. Estimates of fair value are generally based on third-party appraisals of the property and are classified within Level 3 of the fair value hierarchy. The appraisals are sometimes discounted based on management’s knowledge of the property and/or changes in market conditions from the date of the most recent appraisal. Such discounts are typically significant unobservable inputs for determining fair value.

 

Other Assets Held-for-Sale

 

Included within other assets are certain assets that were formerly included as premises and equipment but have been removed from service, and as of the balance sheet date, were designated as assets to be disposed of by sale. These include assets associated with branches of the Bank that have been closed. When an asset is designated as held for sale,held-for-sale, the Company ceases depreciation of the asset, and the asset is recorded at the lower of its carrying amount or fair value less estimated cost to sell. Estimates of fair value are generally based on third-party appraisals of the property and are classified within Level 3 of the fair value hierarchy. The appraisals are sometimes discounted based on management’s knowledge of the property and/or changes in market conditions from the date of the most recent appraisal. Such discounts are typically unobservable inputs for determining fair value.

 

The following table presents the balances of impaired loans, OREO and other assets held-for-sale measured at fair value on a non-recurring basis as of SeptemberJune 30, 20172019 and December 31, 2016.2018:

 

 

Fair Value Measurements as of September 30, 2017 Using

  

Fair Value Measurements as of June 30, 2019 Using

 
 

Totals

At

September 30,

2017

  

Quoted

Prices in

Active

Markets For

Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

  

Totals

At

June 30,

2019

  

Quoted

Prices in

Active

Markets For

Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Impaired loans

 $686  $

  $

  $686  $355  $  $  $355 
OREO  3,819         3,819   1,258         1,258 

Other assets

  228   

   

   228 

Assets held-for-sale

  198         198 

 

 

 

Fair Value Measurements as of December 31, 2016 Using

  

Fair Value Measurements as of December 31, 2018 Using

 
 

Totals

At

December 31,

2016

  

Quoted

Prices in

Active

Markets For Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

  

Totals

At

December 31,

2018

  

Quoted

Prices in

Active

Markets For Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Impaired loans

 $1,568  $  $  $1,568  $665  $  $  $665 
OREO  4,858         4,858   1,505         1,505 

Other assets

  280         280 

Assets held-for-sale

  198         198 

 


 

Non-recurring Fair Value Measurements Using Significant Unobservable Inputs

 

The following table presents information regarding assets and liabilities measured at fair value using significant unobservable inputs (Level 3) as of SeptemberJune 30, 2017.2019. The table includes the valuation techniques and the significant unobservable inputs utilized. The range of each unobservable input and the weighted average within the range utilized as of SeptemberJune 30, 20172019 are both included. Following the table is a description of the valuation technique and the sensitivity of the technique to changes in the significant unobservable input.

 

 

Level 3 Significant Unobservable Input Assumptions

 

Level 3 Significant Unobservable Input Assumptions

 

 

Fair Value

September 30,

2017

 

 

Valuation Technique

 

Unobservable Input

 

Quantitative Range

of Unobservable

Inputs

(Weighted

Average)

 

Fair Value

June 30,

2019

 

Valuation Technique

 

Unobservable Input

 

Quantitative Range

of Unobservable

Inputs

(Weighted

Average)

 

 

(Dollars in Thousands)

 

(Dollars in Thousands)

 

Non-recurring fair value measurements:

 

 

 

 

 

 

 

 

 

 

             

 

 

 

 

 

 

 

 

 

 

             

Impaired loans

 

$

686

 

 

Multiple data points, including discount to appraised value of collateral based on recent market activity

 

Appraisal comparability adjustment (discount)

 

9% - 10%

(9.5%)

 $355 

Multiple data points, including discount to appraised value of collateral based on recent market activity

 

Appraisal comparability adjustment (discount)

 9%-10%(9.5%) 

 

 

 

 

 

 

 

 

 

 

             
OREO $3,819  Discount to appraised value of property based on recent market activity for sales of similar properties Appraisal comparability adjustment (discount) 

9% - 10%

(9.5%)
 $1,258 Discount to appraised value of property based on recent market activity for sales of similar properties Appraisal comparability adjustment (discount) 9%-10%(9.5%) 
                       

Other assets

 

$

228

 

 

Discount to appraised value of property based on recent market activity for sales of similar properties

 

Appraisal comparability adjustment (discount)

 

9% - 10%

(9.5%)

Assets held-for-sale

 $198 

Discount to appraised value of property based on recent market activity for sales of similar properties

 

Appraisal comparability adjustment (discount)

 9%-10%(9.5%) 

 

Impaired Loans

 

Impaired loans are valued based on multiple data points indicating the fair value for each loan. The primary data point is the appraisal value of the underlying collateral, to which a discount is applied. Management establishes this discount or comparability adjustment based on recent sales of similar property types. As liquidity in the market increases or decreases, the comparability adjustment and the resulting asset valuation are impacted.

 

OREO

 

OREO under a binding contract for sale is valued based on contract price. If no sales contract is pending for a specific property, management establishes a comparability adjustment to the appraised value based on historical activity, considering proceeds for properties sold versus the corresponding appraised value. Increases or decreases in realization for properties sold impact the comparability adjustment for similar assets remaining on the balance sheet.

 

Other Assets Held-for-Sale

 

Assets designated as held for saleheld-for-sale that are under a binding contract are valued based on the contract price. If no sales contract is pending for a specific property, management establishes a comparability adjustment to the appraised value based on historical activity, considering proceeds for properties sold versus the corresponding appraised value. Increases or decreases in realization for properties sold impact the comparability adjustment for similar assets remaining on the balance sheet.

 

Fair Value of Financial Instruments

 

ASC Topic 825, Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized on the face of the balance sheet, for which it is practicable to estimate that value.estimate. The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:

 

Cash, due from banks and federal funds sold: The carrying amount of cash, due from banks and federal funds sold approximates fair value.

 

Federal Home Loan Bank stock: Based on the redemption provision of the FHLB, the stock has no quoted market value and is carried at cost.

 

Investment securities: Fair values of investment securities are based on quoted market prices where available. If quoted market prices are not available, estimated fair values are based on market prices of comparable instruments.

Derivative instruments: The fair value of derivative instruments is based on information obtained from a third-party financial institution. This information is periodically evaluated by the Company and, as necessary, corroborated against other third-party information.

 

Accrued interest receivable and payable: The carrying amount of accrued interest approximates fair value.

 


 

Loans, net: For variable-rate loans,The fair values are based on carrying values. Fixed-rate commercial loans, other installment loans and certain real estate mortgage loans are valued using discounted cash flows. The discount rate used to determine the present value of these loans is basedestimated on interest rates charged by the Company on comparable loans as toan exit price basis incorporating contractual cash flow, prepayment discount spreads, credit riskloss and term at the determination date.liquidity premiums.

 

Demand and savings deposits: The fair values of demand deposits are equal to the carrying value of such deposits. Demand deposits include non-interest-bearing demand deposits, savings accounts, NOW accounts and money market demand accounts.

 

Time deposits: The fair values of relatively short-term time deposits are equal to their carrying values. Discounted cash flows are used to value long-term time deposits. The discount rate used is based on interest rates currently being offered by the Company on comparable deposits as to amount and term.

 

Short-term borrowings: These borrowings may consist of federal funds purchased, securities sold under agreements to repurchase and the floating rate borrowings from the FHLB account. Due to the short-term nature of these borrowings, fair values approximate carrying values.

 

Long-term debt: The fair value of this debt is estimated using discounted cash flows based on the Company’s current incremental borrowing rate for similar types of borrowing arrangements as of the determination date.

 

Off-balance sheet instruments: The carrying amount of commitments to extend credit and standby letters of credit approximates fair value. The carrying amount of the off-balance sheet financial instruments is based on fees currently charged to enter into such agreements.

 

The estimated fair value and related carrying or notional amounts, as well as the level within the fair value hierarchy, of the Company’sCompany’s financial instruments as of SeptemberJune 30, 20172019 and December 31, 20162018 were as follows:

 

 

September 30, 2017

  

June 30, 2019

 
 

Carrying

Amount

  

Estimated

Fair Value

  

Level 1

  

Level 2

  

Level 3

  

Carrying

Amount

  

Estimated

Fair Value

  

Level 1

  

Level 2

  

Level 3

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Assets:

                                        

Cash and cash equivalents

 $32,554  $32,554  $32,554  $

  $

  $44,859  $44,859  $44,859  $  $ 

Investment securities available-for-sale

  158,425   158,425   

   158,425   

   117,961   117,961      117,961    

Investment securities held-to-maturity

  27,377   27,303   

   27,303   

   18,688   18,574      18,574    
Federal funds sold  15,081   15,081      15,081    

Federal Home Loan Bank stock

  1,396   1,396   

   

   1,396   713   713         713 

Loans, net of allowance for loan losses

  338,026   327,251   

   

   327,251   511,515   516,490         516,490 
Other assets - derivatives 291  291    291   

Liabilities:

                                        

Deposits

  508,385   507,298   

   507,298   

   682,806   682,865      
682,865
    

Short-term borrowings

  10,635   10,634   

   10,634   

   73   73      73    
Long-term debt 10,000  10,000  

  10,000  

 

 

 

 

December 31, 2016

  

December 31, 2018

 
 

Carrying

Amount

  

Estimated

Fair Value

  

Level 1

  

Level 2

  

Level 3

  

Carrying

Amount

  

Estimated

Fair Value

  

Level 1

  

Level 2

  

Level 3

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Assets:

                                        

Cash and cash equivalents

 $23,530  $23,530  $23,530  $  $  $49,599  $49,599  $49,599  $  $ 

Investment securities available-for-sale

  181,910   181,910      181,910      132,487   132,487      132,487    

Investment securities held-to-maturity

  25,904   25,508      25,508      21,462   20,852      20,852    
Federal funds sold  8,354   8,354      8,354    

Federal Home Loan Bank stock

  1,581   1,581   

      1,581   703   703         703 

Loans, net of allowance for loan losses

  322,772   319,881         319,881   514,867   516,420         516,420 

Other assets - derivatives

  346   346      346    

Liabilities:

                                        

Deposits

  497,556   497,037      497,037      704,725   702,832      702,832    

Short-term borrowings

  10,119   10,119      10,119      527   527      527    

Long-term debt

  15,000   14,998      14,998    

 


 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

DESCRIPTION OF THE BUSINESS

 

First US Bancshares, Inc., a Delaware corporation (“Bancshares”), is a bank holding company with its principal officesoffices in Birmingham, Alabama. Bancshares operates one commercial banking subsidiary, First US Bank (the “Bank”). As of SeptemberJune 30, 2017,2019, the Bank operated and served its customers through sixteen20 banking offices located in Birmingham, Bucksville, Butler, Calera, Centreville, Columbiana, Gilbertown, Grove Hill, Harpersville, Jackson, Thomasville, Tuscaloosa and Woodstock, Alabama, inAlabama; Knoxville and Powell, Tennessee; and Rose Hill and Ewing, Virginia. In addition, to aas of June 30, 2019, the Bank operated loan production officeoffices in Mountain Brook, Alabama.Mobile, Alabama and the Chattanooga, Tennessee area.

 

The Bank owns all of the stock of Acceptance Loan Company, Inc., an Alabama corporation (“ALC”). ALC is a finance company organized for the purpose of making and purchasing consumer loans.  ALC’s principal office is locatedheadquartered in Mobile, Alabama.  The Bank is the funding source for ALC. As of September 30, 2017,Alabama that performs both indirect lending through third-party retailers and conventional consumer finance lending through a branch network. ALC conducts indirect lending in addition to its principal office, ALC operated twenty-one11 states, including Alabama, Florida, Georgia, Kentucky, Mississippi, Missouri, North Carolina, South Carolina, Tennessee, Texas and Virginia, with loans underwritten centrally at ALC’s headquarters location. ALC’s branch network serves customers through 21 offices located in Alabama and southeast Mississippi. The Bank serves as the primary funding source for ALC’s operations. In recent years, ALC’s indirect lending portfolio has grown at a more rapid pace than conventional consumer finance lending. In general, the credit quality of indirect lending exceeds the credit quality of conventional consumer finance lending, with a commensurate reduction in yield and lower loss ratios.

 

The Bank provides a wide range of commercial banking services to small- and medium-sized businesses, property managers, business executives, professionals and other individuals, while ALC’sALC’s business is focused on consumer lending.

 

FUSB Reinsurance, Inc., an Arizona corporation and a wholly ownedwholly-owned subsidiary of the Bank (“FUSB Reinsurance”), reinsures or “underwrites” credit life and credit accident and health insurance policies sold to the Bank’s and ALC’s consumer loan customers. FUSB Reinsurance is responsible for the first level of risk on these policies up to a specified maximum amount, and a primary third-party insurer retains the remaining risk. TheA third-party insureradministrator is also responsible for performing most of the administrative functions of FUSB Reinsurance on a contract basis.

 

Delivery of the best possible financial services to customers remains an overall operational focus of Bancshares and its subsidiaries (collectively, the “Company”). We recognizeThe Company recognizes that attention to detail and responsiveness to customerscustomers’ desires are critical to customer satisfaction. The Company continues to upgrade technology, both in its financial services and in the training of its 258284 full-time equivalent employees (as of June 30, 2019), to ensure customer satisfaction and convenience.

 

The preparation of the Company’sCompany’s consolidated financial statements requires management to make subjective judgments associated with estimates. These estimates are necessary to comply with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and general banking practices. These estimates include accounting for the allowance for loan and lease losses, goodwill and other intangible assets, other real estate owned, valuation of deferred tax assets and fair value measurements. A description of these estimates, which significantly affect the determination of the Company’s consolidated financial position, results of operations and cash flows, is set forth in Note 2, “Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in Bancshares’ Annual Report on Form 10-K as of and for the year ended December 31, 2016.2018.

 

The emphasis of this discussion is a comparison of assets, liabilities and shareholdersshareholders’ equity as of SeptemberJune 30, 20172019 to December 31, 2016,2018, while comparing income and expense for the three- and nine-monthsix-month periods ended SeptemberJune 30, 20172019 and 2016.2018.

 

All yields and ratios presented and discussed herein are recorded and presented on the accrual basis and not on the tax-equivalent basis, unless otherwise indicated.

 

This information should be read in conjunction with the Company’sCompany’s unaudited consolidated financial statements and related notes appearing elsewhere in this report and Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in Bancshares’ Annual Report on Form 10-K as of and for the year ended December 31, 2016.2018. As used in the following discussion, the words “ we,“we,“ us,“us,“ our”“our” and the “ Company”“Company” refer to Bancshares and its consolidated subsidiaries, unless the context indicates otherwise.

 

EXECUTIVE OVERVIEW

 

The Company earned net income of $0.10$1.0 million, or $0.15 per diluted common share, during the three months ended SeptemberJune 30, 2017,2019, compared to $0.09$0.4 million, or $0.06 per diluted common share, duringfor the corresponding three-month period of 2016.three months ended June 30, 2018. For the ninesix months ended SeptemberJune 30, 2017,2019, net income totaled $0.22$2.2 million, or $0.33 per diluted common share, compared to $0.21$0.8 million, or $0.12 per diluted common share, for the corresponding nine-monthsix-month period of 2016. 2018.

Summarized condensed consolidated statements of operations are included below for the three-month and six-month periods ended June 30, 2019 and 2018, respectively.

  

Three Months Ended

  Six Months Ended 
  

June 30,

  

June 30,

  June 30,  June 30, 
  

2019

  

2018

  2019  2018 
  

(Dollars in Thousands)

 

Interest income

 $10,923  $8,390  $21,736  $16,509 

Interest expense

  1,690   888   3,330   1,693 

Net interest income

  9,233   7,502   18,406   14,816 

Provision for loan and lease losses

  715   702   1,115   1,360 

Net interest income after provision for loan and lease losses

  8,518   6,800   17,291   13,456 

Non-interest income

  1,291   1,132   2,556   2,272 

Non-interest expense

  8,504   7,492   16,957   14,793 

Income before income taxes

  1,305   440   2,890   935 

Provision for income taxes

  300   81   651   162 

Net income

 $1,005  $359  $2,239  $773 


Significant Impacts on Earnings

 

The composition of earnings changed significantlyfollowing discussion summarizes the most significant activity that drove changes in the Company’s net income during both the three- and nine-month periodssix months ended SeptemberJune 30, 2017,2019 as compared to the corresponding periodssix months ended June 30, 2018. 

Net Interest Income

Net interest income increased by $3.6 million, or 24.2%, comparing the six months ended June 30, 2019 to the same period in 2018, due primarily to increases in average loans outstanding following the acquisition of TPB. The average loan balance for the six months ended June 30, 2019 was $512.7 million, compared to $355.7 million for the six months ended June 30, 2018. The increases in interest income resulting from loan growth were partially offset by increases in interest expense due to an increase in average interest-bearing liabilities following the acquisition of TPB. The average balance of interest-bearing liabilities was $586.6 million during the first half of 2019, compared to $458.7 million during the first half of 2018. Net interest margin decreased to 5.19% for the six months ended June 30, 2019, compared to 5.28% for the six months ended June 30, 2018. Yields earned on interest-earning assets improved by 25 basis points comparing the six-month period ended June 30, 2019 to the same period of 2018; however, these gains were offset by a 40-basis point increase in funding costs, comparing the two periods. The increases in both loan yields and funding costs were consistent with the prevailing interest rate environments comparing the two periods. In addition, there was a decrease in the average yield of loans at ALC due to a continued shift toward indirect sales loans with a lower yield but higher credit quality.

Provision for Loan and Lease Losses

The provision for loan and lease losses decreased by $0.2 million, or 18.0%, during the first half of 2019 compared to the first half of 2018, due primarily to slower loan growth at ALC in 2019 compared to 2018. During the first half of 2019, ALC’s indirect sales portfolio increased by $4.9 million, compared to an increase of $8.6 million during the first half of 2018. Additionally, ALC’s consumer and branch retail portfolios decreased by $0.5 million during the first half of 2019, compared to an increase of $2.6 million in these portfolios during the first half of 2018. 

Non-interest Income

Non-interest income increased by $0.3 million comparing the first half of 2019 to the first half of 2018. The increase was mostly attributable to rental income of $0.4 million associated with the lease-up of remaining unused office space at the Company’s headquarters location in Birmingham, Alabama. Lease-up of the previous year.space occurred in the fourth quarter of 2018. The 2017 results were positively impactedincrease was partially offset by increased net interest income as a result of growthdecrease in net loans,credit insurance commissions and fees at ALC, as well as decreasesa decrease in non-interest expenses, including regulatory assessments, insurance expense and occupancy and equipment expense.  By contrast, the 2016 results were bolstered by highernet gains on the sale and prepayment of investment securities than were experiencedat the Bank, during the six months ended June 30, 2019 compared to the same period in 2017.2018.

 

AsNon-interest Expense

Non-interest expense increased by $2.2 million comparing the first half of September2019 to the first half of 2018. The increase was attributable primarily to additional salaries and benefits, occupancy and other expenses associated with the addition of employees, facilities and other services in connection with the acquisition of TPB.

Provision for Income Taxes

The Company’s effective tax rate increased to 22.5% during the six months ended June 30, 2017, the Company’s net loans totaled $338.0 million, an increase of $15.3 million and $20.9 million2019, compared to December 31, 2016 and September 30, 2016, respectively.  The majority of loan growth occurred in the Bank’s commercial loan portfolio and was concentrated in the Bank’s larger metropolitan service territories of Birmingham and Tuscaloosa, Alabama.  The Bank’s commercial loan growth strategy has been focused on these larger metropolitan growth markets over the past 24 months.  Consistent with that strategy,17.3% during the third quartercorresponding period of 2017, the Bank completed initial construction of an office complex along U.S. Highway 2802018. The increased effective tax rate resulted from growth in Birmingham.  The office complex houses a retail branch of the Bank, as well as the Birmingham commercial lending team and certain members of the Bank’s executive management team.  At the end of the third quarter, the headquarters of both Bancshares and the Bank were relocated to the newly completed office complex.

Additional financial results for the first nine months of 2017 are summarized below.


For the nine months ended September 30, 2017, pre-provision net interest income totaled $21.1 million, compared to $20.8 million during the same period of the previous year.  The increase in net interest income resulted from growth in the loan portfolio. Average loans totaled $327.3 million and $283.0 million during the nine months ended September 30, 2017 and 2016, respectively.   

Due to growth of the loan portfolio, certain investment security assets were redeployed into the loan portfolio upon maturity or prepayment.  As a result of this shift in earning assets to the loan portfolio (which generally earns higher yields than the investment portfolio), the average balance of the investment securities portfolio (including both available-for-sale and held-to-maturity securities) decreased to $205.2 million for the nine months ended September 30, 2017, compared to $227.9 million for the nine months ended September 30, 2016.  

Net yield on interest-earning assets was 5.08% for the nine months ended September 30, 2017, compared to 5.16% for the nine months ended September 30, 2016.   Yields declined at the Bank and ALC as a result of continued efforts by management at both entities to adhere to practices designed to improve the credit quality of the Company’s loan portfolio.  The Bank’s yield on loans totaled 4.15% for the nine months ended September 30, 2017, compared to 4.39% for the first nine months of 2016.  ALC’s yield totaled 18.83% and 19.78% during the nine months ended September 30, 2017 and 2016, respectively.   The yield reduction at ALC was underscored by a continued mix-shift away from traditional consumer loans to point-of-sale retail lending, which provides higher credit quality, but at reduced yields.   Average cost of funds on deposits and other borrowings was 0.57% and 0.53% during the nine months ended September 30, 2017 and 2016, respectively.

For the nine months ended September 30, 2017, the provision for loan losses totaled $1.5 million, compared to $1.4 million for the nine months ended September 30, 2016. 

Non-interest income decreased to $3.3 million for the nine months ended September 30, 2017, compared to $4.0 million during the corresponding period of 2016.  The decrease was primarily due to reductions in gains on sale and prepayments of investment securities totaling $0.4 million, as well as a reduction of $0.1 million in credit insurance revenues.  In addition, other income was reduced by $0.2 million due primarily to the collection of settlement amounts associated with a nonaccrual asset in 2016 that was not repeated in 2017.  

Non-interest expense decreased to $21.1 million for the nine months ended September 30, 2017, compared to $21.7 million for the corresponding period of 2016.  The decrease resulted primarily from reductions in routine regulatory assessments, insurance expense, occupancy and equipment expense, professional services fees and impairment charges associated with closed branches.  These reductions were partially offset by increases in salaries and benefits expense, telephone and data communications expense and write-downs of OREO.

●

The Company continued to experience improvement in asset quality metrics during the first nine months of 2017.  Non-performing assets, including loans in non-accrual status and OREO, decreased to 0.94% of total assets as of September 30, 2017, compared to 1.20% as of December 31, 2016, and 1.28% as of September 30, 2016.  

taxable earnings.

 


 



Balance Sheet Management

Premises and equipment increased by $7.9 million during the first nine months of 2017 due to capital expenditures associated with the Bank’s new office complex in Birmingham, Alabama. 

 



As of June 30, 2019, the Company’s assets totaled $777.2 million, compared to $791.9 million as of December 31, 2018, a decrease of 1.86%. The discussion below presents significant balance sheet components comparing June 30, 2019 to December 31, 2018.

Loans and Credit Quality

Net loans decreased to $511.5 million as of June 30, 2019, compared to $514.9 million as of December 31, 2018. Net loans at the Bank decreased $6.9 million during the first half of 2019, while net loans at ALC increased by $3.6 million during the same period. At the Bank, the reduction in loan volume resulted primarily from the scheduled pay-off of one significant loan relationship that occurred during the first quarter of 2019. Net loans increased $8.8 million during the second quarter of 2019. This growth included $3.7 million attributable to the Bank’s commercial lending efforts, along with $5.1 million in growth at ALC. ALC’s growth was most pronounced in its indirect sales portfolio, which has been an area of focus for management over the past several years.

As of both June 30, 2019 and December 31, 2018, the allowance for loan and lease losses totaled $5.1 million, or 0.98% and 0.97% of gross loans outstanding, respectively, representing a decrease from 1.37% as of June 30, 2018. In accordance with generally accepted accounting principles for acquisition accounting, the loans acquired through the TPB acquisition were recorded at fair value; accordingly, there was no allowance for loan and lease losses associated with the acquired loan portfolio at the acquisition date. Management continues to evaluate the need for an allowance on the acquired portfolio, factoring in the remaining fair value discount on the loans, which totaled 1.07% of gross purchased loans as of June 30, 2019. Management has also recorded an allowance for loan and lease losses of approximately $50 thousand on the acquired portfolio, bringing the allowance on purchased loans combined with the fair value discount to $1.5 million, or 1.10% of the gross purchased loans balance, as of June 30, 2019. The allowance for loan and lease losses as a percentage of non-purchased gross loans outstanding was 1.32% as of June 30, 2019.

Nonperforming assets, including loans in non-accrual status and other real estate owned (OREO), decreased to $2.7 million as of June 30, 2019, compared to $4.3 million as of December 31, 2018. As a percentage of total assets, non-performing assets totaled 0.35% as of June 30, 2019, compared to 0.54% of total assets as of December 31, 2018. Non-accrual loans totaled $1.5 million as of June 30, 2019, compared to $2.8 million as of December 31, 2018.

Investment Securities

The investment securities portfolio continues to provide the Company with additional liquidity and allows management to fund a portion of loan growth from the maturity and payoff of securities within the portfolio. During the first half of 2019 and the year ended December 31, 2018, investment maturities outpaced purchases as management generally re-deployed maturing securities into other interest-earning assets, including loans or excess cash and federal funds sold that may be used to fund future loan growth. As of June 30, 2019, the investment securities portfolio totaled $136.6 million, compared to $153.9 million as of December 31, 2018. Management monitors its liquidity position, including forecasted expectations related to loan growth, when making determinations about whether to re-invest in the securities portfolio. 

Right-of-Use Asset and Lease Liability

Effective January 1, 2019, the Company adopted ASU 2016-02, “Leases,” by recognizing a right-of-use asset and lease liability associated with certain leases in which the Bank or ALC is lessee. As of June 30, 2019, the right-of-use asset and lease liability both totaled $3.8 million. The right-of-use asset is included in other assets on the balance sheet, while the lease liability is included in other liabilities. The adoption of ASU 2016-02 did not have a material impact on the Company’s income or expenses associated with its existing leases.

Deposits and Borrowings

Deposits totaled $682.8 million as of June 30, 2019, compared to $704.7 million as of December 31, 2018. In an effort to improve the efficiency of the Company’s balance sheet and reduce interest expense, during the first six months of 2019, management reduced wholesale deposit funding sources by allowing $28.3 million in brokered deposits to mature without renewal. The reduction in wholesale deposits was partially offset by organic growth in deposits at the Bank of approximately $6.4 million. As of June 30, 2019, the Company’s brokered deposits balances totaled $5.0 million.

Liquidity and Capital

Deposits increased to $508.4 million as of September 30, 2017, compared to $497.6 million as of December 31, 2016.  Short and long-term borrowings totaled $20.6 million as of September 30, 2017, compared to $25.1 million as of December 31, 2016.

 

The Company continues to maintain excess funding capacity to provide adequate liquidity for loan growth, capital expenditures and ongoing operations. The Company benefits from a strong deposit base, a liquid investment securities portfolio and access to funding from a variety of sources, including federal funds lines, Federal Home Loan Bank (“FHLB”)FHLB advances and brokered deposits. Management believes that continued success in loan growth efforts at both the Bank and ALC, combined with continued adherence to established credit underwriting standards, will strengthen both the diversity and credit quality of the Company’s loan portfolio, while improving interest and fee income on loans.

 

During the second quarter of 2019, the Bank continued to maintain capital ratios at higher levels than the ratios required to be considered a “well-capitalized” institution under applicable banking regulations. As of June 30, 2019, the Bank’s common equity Tier 1 capital and Tier 1 risk-based capital ratios were each 12.86%. Its total capital ratio was 13.76%, and its Tier 1 leverage ratio was 9.43%.


RESULTS OF OPERATIONS

  

Three Months Ended

       Nine Months Ended 
  

September 30,

  

September 30,

   September 30,    September 30, 
  

2017

  

2016

    2017    2016 
  

(Dollars in Thousands)     

 

Interest income

 $7,820  $7,760  $23,013  $22,434 

Interest expense

  685   587   1,902   1,683 

Net interest income

  7,135   7,173   21,111   20,751 

Provision for loan losses

  373   680

 

  1,464   1,383 

Net interest income after provision for loan losses

  6,762   6,493   19,647   19,368 

Non-interest income

  1,236   1,567   3,333   4,036 

Non-interest expense

  7,190   7,348   21,090   21,669 

Income before income taxes

  808   712   1,890   1,735 

Provision for income taxes

  173   162   435   406 

Net income

 $635  $550  $1,455  $1,329 

 

Net Interest Income

 

Net interest income is calculated as the difference between interest and fee income generated from earning assets and the interest expense paid on deposits and borrowed funds. Fluctuations in interest rates, as well as volume and mix changes in earning assets and interest-bearing liabilities, can materially impact net interest income. The Company’s earning assets are comprisedconsist of loans at both the Bank and ALC, as well as taxable and nontaxabletax-exempt investments and federal funds sold by the Bank. Interest-bearing liabilities are comprisedconsist of interest-bearing demand deposits and savings and time deposits, as well as short-term borrowings and long-term debt.


 

The following tables show the average balances of each principal category of assets, liabilities and shareholders’ equity for the three- and nine-monthsix-month periods ended SeptemberJune 30, 20172019 and 2016.2018. Additionally, the tables provide an analysis of interest revenue or expense associated with each category, along with the accompanying yield or rate percentage. Net yieldinterest margin is calculated for each period presented as net interest income divided by average total interest-earning assets.

 

 

Three Months Ended

 

 

Three Months Ended

 

 

Three Months Ended

  

Three Months Ended

 

 

September 30, 2017

 

 

September 30, 2016

 

 

June 30, 2019

  

June 30, 2018

 

 

Average

Balance

 

 

Interest

 

 

Annualized

Yield/

Rate %

 

 

Average

Balance

 

 

Interest

 

 

Annualized

Yield/

Rate %

 

 

Average

Balance

  

Interest

  

Annualized

Yield/

Rate %

  

Average

Balance

  

Interest

  

Annualized

Yield/

Rate %

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

ASSETS

ASSETS

 

ASSETS

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                        

Loans – Bank (Note A)

 

$

240,006

 

$

2,578

 

4.26

%

 

$

223,739

 

$

2,428

 

4.34

%

 $410,609  $5,386   5.26

%

 $258,956  $2,923   4.53

%

Loans – ALC (Note A)

 

 

91,193

 

 

4,224

 

18.38

%

 

 

88,783

 

 

4,345

 

19.57

%

  102,675   4,447   17.37

%

  99,080   4,408   17.84

%

Taxable investment securities

 

 

187,670

 

 

857

 

1.81

%

 

 

199,835

 

 

845

 

1.68

%

  141,429   747   2.12

%

  171,752   869   2.03

%

Non-taxable investment securities

 

 

8,225

 

 

75

 

3.62

%

 

 

11,927

 

 

106 

 

3.56

%

Tax-exempt investment securities

  2,197   15   2.74

%

  4,992   44   3.54

%

Federal funds sold     %  8,967  12 0.54%  15,080   98   2.61%  4,121   22   2.14%
Interest-bearing deposits in banks  27,249  86  1.25%  18,300  24  0.52%  39,492   230   2.34%  27,682   124   1.80%

Total interest-earning assets

 

 

554,343

 

 

7,820

 

 

5.60

%

 

 

551,551

 

 

7,760 

 

 

5.63

%

  711,482   10,923   6.16

%

  566,583   8,390   5.94

%

Non-interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                        

Other assets

 

 

58,786

 

 

 

 

 

 

 

 

49,796

 

 

 

 

 

 

  73,189           58,053         

Total

 

$

613,129

 

 

 

 

 

 

 

$

601,347

 

 

 

 

 

 

 $784,671          $624,636         

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                        

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                        

Demand deposits

 

$

164,852

 

$

161

 

0.39

%

 

$

151,365

 

$

140

 

0.37

%

 $169,745  $215   0.51

%

 $157,335  $169   0.43

%

Savings deposits

 

 

82,201

 

 

53

 

0.26

%

 

 

78,415

 

 

37

 

0.19

%

  165,318   460   1.12

%

  102,627   140   0.55

%

Time deposits

 

 

182,405

 

 

403

 

0.88

%

 

 

182,567

 

 

355

 

 

0.78

%

  244,984   1,015   1.66

%

  180,505   489   1.09

%

Borrowings

 

 

20,099

 

 

68

 

 

1.34

%

 

 

20,289

 

 

55

 

 

1.08

%

  98      

%

  20,341   90   1.77

%

Total interest-bearing liabilities

 

 

449,557

 

 

685

 

 

0.60

%

 

 

432,636

 

 

587

 

 

0.54

%

  580,145   1,690   1.17

%

  460,808   888   0.77

%

Non-interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                        

Demand deposits

 

 

77,723

 

 

 

 

 

 

 

 

82,097

 

 

 

 

 

 

  111,929           82,200         

Other liabilities

 

 

7,282

 

 

 

 

 

 

 

 

7,919 

 

 

 

 

 

 

  10,262           6,181         

Shareholders’ equity

 

 

78,567

 

 

 

 

 

 

 

 

78,695

 

 

 

 

 

 

  82,335           75,447         

Total

 

$

613,129

 

 

 

 

 

 

 

$

601,347

 

 

 

 

 

 

 $784,671          $624,636         

Net interest income (Note B)

 

 

 

 

$

7,135

 

 

 

 

 

 

 

$

7,173

 

 

 

     $9,233          $7,502     

Net yield on interest-earning assets

 

 

 

 

 

 

 

 

5.11

%

 

 

 

 

 

 

 

 

5.20

%

Net interest margin

          5.21

%

          5.31

%

 

Note A

For the purpose of these computations, non-accruing loans are included in the average loan amounts outstanding. At the Bank, these loans averaged $0.3$0.8 million and $0.9$0.4 million for the three months ended SeptemberJune 30, 20172019 and 2016,2018, respectively. At ALC, these loans averaged $1.6$0.8 million and $1.5$1.7 million for the respective periods presented.

   

Note B

Loan fees are included in the interest amounts presented. At the Bank, loan fees totaled $0.1 million for both of the three-month periods ended SeptemberJune 30, 20172019 and 2016.2018. At ALC, loan fees totaled $0.5$0.4 million and $0.7$0.5 million for the respective periods presented.

 

 


 

Nine Months Ended

 

 

Nine Months Ended

 

 

Six Months Ended

  

Six Months Ended

 

 

September 30, 2017

 

 

September 30, 2016

 

 

June 30, 2019

  

June 30, 2018

 

 

Average

Balance

 

Interest

 

Annualized

Yield/

Rate %

 

 

Average

Balance

 

Interest

 

Annualized

Yield/

Rate %

 

 

Average

Balance

  

Interest

  

Annualized

Yield/

Rate %

  

Average

Balance

  

Interest

  

Annualized

Yield/

Rate %

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

ASSETS

ASSETS

 

ASSETS

 

Interest-earning assets:

                                            

Loans – Bank (Note A)

 

$

238,428

 

$

7,408

  

4.15

%

 

$

197,460

 

$

6,508

  

4.39

%

 $410,264  $10,740   5.28

%

 $259,099  $5,731   4.46

%

Loans – ALC (Note A)

  

88,918

  

12,520

  

18.83

%

  

85,504

  

12,684

  

19.78

%

  102,405   8,766   17.26

%

  96,566   8,689   18.15

%

Taxable investment securities

  

196,200

  

2,659

  

1.81

%

  

213,828

  

2,765

  

1.73

%

  145,211   1,552   2.16

%

  175,313   1,734   1.99

%

Non-taxable investment securities

  

8,989

  

245

  

3.64

%

  

14,073

  

382

  

3.62

%

Tax-exempt investment securities

  2,199   30   2.75

%

  5,549   100   3.63

%

Federal funds sold      %  4,288  17  0.53%  11,129   142   2.57%  7,182   65   1.83%

Interest-bearing deposits in banks

  

22,705

  

181

  

1.07

%

  

20,581

  

78

  

0.51

%

  43,989   506   2.32

%

  22,454   190   1.71

%

Total interest-earning assets

  

555,240

  

23,013

  

5.54

%

  

535,734

  

22,434

  

5.58

%

  715,197   21,736   6.13

%

  566,163   16,509   5.88

%

Non-interest-earning assets:

                                            

Other assets

  

56,012

         

49,222

         71,539           58,308         

Total

 

$

611,252

        

$

584,956

        $786,736          $624,471         

LIABILITIES AND SHAREHOLDERS’ EQUITY

                                            

Interest-bearing liabilities:

                                            

Demand deposits

 

$

162,920

 

$

465

  

0.38

%

 

$

149,162

 

$

410

  

0.37

%

 $169,507  $421   0.50

%

 $162,122  $340   0.42

%

Savings deposits

  

80,364

  

132

  

0.22

%

  

77,411

  

108

  

0.19

%

  167,111   921   1.11

%

  93,705   210   0.45

%

Time deposits

  

183,242

  

1,116

  

0.81

%

  

180,949

  

1,050

  

0.77

%

  249,771   1,988   1.61

%

  180,387   949   1.06

%

Borrowings

  

21,596

  

189

  

1.17

%

  

15,467

  

115

  

0.99

%

  223      

%

  22,496   194   1.74

%

Total interest-bearing liabilities

  

448,122

  

1,902

  

0.57

%

  

422,989

  

1,683

  

0.53

%

  586,612   3,330   1.14

%

  458,710   1,693   0.74

%

Non-interest-bearing liabilities:

                                            

Demand deposits

  

77,976

         

76,157

         109,501           83,311         

Other liabilities

  

7,223

         

7,750

         9,151           6,815         

Shareholders’ equity

  

77,931

         

78,060

         81,472           75,635         

Total

 

$

611,252

        

$

584,956

        $786,736          $624,471         

Net interest income (Note B)

    

$

21,111

        

$

20,751

         $18,406          $14,816     

Net yield on interest-earning assets

        

5.08

%

        

5.16

%

Net interest margin

          5.19

%

          5.28

%

 

Note A

For the purpose of these computations, non-accruing loans are included in the average loan amounts outstanding. At the Bank, these loans averaged $0.5$1.0 million and $1.2$0.4 million for the ninesix months ended SeptemberJune 30, 20172019 and 2016,2018, respectively. At ALC, these loans averaged $1.6$1.0 million and $1.7 million for both of the respective periods presented.

   

Note B

Loan fees are included in the interest amounts presented. At the Bank, loan fees totaled $0.30.2 million for both of the nine-monthsix-month periods ended SeptemberJune 30, 20172019 and 2016.2018. At ALC, loan fees totaled $1.6$0.9 million and $2.1 million for both of the respective periods presented.

 

Interest income earned on loans at the Bank increased in both the three- and nine- monthsix-month periods ended SeptemberJune 30, 20172019 compared to the corresponding periods of the previous year, as a result of growthprimarily due to the increase in average loan volume.balance resulting from the acquisition of TPB. Comparing the three- and six-month periods, the average loan balance increased by $151.7 million and $151.2 million, respectively. Yield on loans at the Bank increased in part due to higher yielding loans acquired from TPB, and in part due to the general interest rate environment comparing the 2019 periods to the 2018 periods. At ALC, despite continued growth in loan volume, interest income decreased duringwas flat comparing the three and six months ended June 30, 2019 to the corresponding periods of 2018. Increases in the average balance of loans at ALC were generally offset by a decrease in average yield resulting from the continuing shift of ALC’s earning assets mix to a higher percentage of indirect sales loans relative to the loan portfolio total. Indirect sales lending has been ALC’s prominent focus over the past several years, and generally provides loans of higher credit quality than ALC’s other consumer loan categories, but at lower yields. Interest income from other earnings assets, including taxable and tax-exempt investment securities, federal funds sold and interest-bearing deposits in banks, increased in both 2017the three- and six-month periods ended June 30, 2019 compared to the corresponding periods of 2016 as a result of reductions in yield.  The decrease in yield at ALC wasthe previous year, primarily due to continued focus on credit quality improvement.  These activities have been ongoing for the past several years and have resultedhigher yields in significant improvement in the credit quality of ALC’s portfolio, with a corresponding decrease in yield commensurate with reduced risk.  The loan volume increases were partially offset by decreases in the average balances of taxable and non-taxable investments and federal funds sold. The shift in the mix ofmost earning assets is consistent with management’s ongoing strategy to utilize cash flows from the maturity and paydown of investment securities to fund loan growth as opportunities permit.  The investment portfolio has been structured to provide monthly cash flows through the maturity and paydown of securities in a manner that management believes can continue to fund a substantial portion of loan growth over time.asset categories. 


 

Interest expense increased in bothcomparing the three-three and nine-month periodssix months ended SeptemberJune 30, 2017 compared2019 to the corresponding periods of 20162018, primarily due to increasesan increase in the volume ofaverage interest-bearing liabilities as well as modest increasesresulting from the acquisition of TPB. Average interest-bearing liabilities increased $119.3 million and $127.9 million comparing the three- and six-month periods, respectively. To a lesser extent, the increase in rate commensurate withinterest expense was also attributable to the increased interest rate environment experienced duringcomparing the nine months ended September 30, 2017.2019 periods to the corresponding periods of 2018. Consistent with the prevailing interest rate environment, the average rate on interest-bearing liabilities increased 40 basis points comparing the 2019 and 2018 periods.

 

We expect that continued growth in net loan volume at both the Bank and ALC with loans of sufficient credit quality will enhance net interest income, particularly as resources are shifted from lower-earning excess cash balances, federal funds sold and investment securities tointo higher-earning loan balances. However, the competitive environment is significant relative to the generation of loans of high credit quality. At both the Bank and ALC, management is continuing to focus efforts on new loan origination within the parameters of established credit policy, while also maintaining vigilance in the deployment of strategies to effectively manage risks associated with interest rate fluctuations. In addition, the Bank experiences significant competitive pressure to both obtain and retain deposits. In recent quarters, the general interest rate environment has resulted in increasing deposit rates. Net interest income could experience downward pressure as a result of increased competition for quality loan opportunities, lower reinvestment yields and fewer opportunities to reduce futuredeposit funding costs.opportunities.


 

Provision (Reduction in Reserve) for Loan and Lease Losses

 

The provision for loan and lease losses is an expense used to establish the allowance for loan and lease losses. Actual loan losses, net of recoveries, are charged directly to the allowance for loan and lease losses. The expense recorded for each reporting period is a reflection of actual net losses experienced during the period and management’smanagement’s judgment as to the adequacy of the allowance to absorb losses inherent in the portfolio as of the balance sheet date. The following table presents the provision (reduction in reserve) for loan and lease losses for the Bank and ALC for the three and ninesix months ended SeptemberJune 30, 20172019 and 2016.2018.

 

 

Three Months Ended

       Nine Months Ended 
 

September 30,

  

September 30,

   September 30,   September 30,  

Three Months Ended

  Six Months Ended 
 

2017

  

2016

    2017    2016  

June 30,

  

June 30,

  June 30,  June 30, 
 (Dollars in Thousands)  (Dollars in Thousands)  

2019

  

2018

  2019  2018 

Bank

 $(130

)

 $100

 

  $(130)  $(350 $90  $  $90  $39 

ALC

  503   580   1,594   1,733   625   702   1,025   1,321 

Total

 $373  $680

 

  $1,464   $1,383  $715  $702  $1,115  $1,360 

 

At the Bank, during both the three-increase in provision expense comparing the three and nine-month periodssix months ended SeptemberJune 30, 2017, recoveries of previously charged-off loans exceeded current period charge-offs.  In addition,2019 and 2018 was due to an increase in loan volume during the thirdsecond quarter of 2019 that was not experienced during the second quarter of 2018. The Bank resolved a previously impairedexperienced loan relationship through the collectiongrowth of contractual amounts due.  The resolution of the impairment, combined with continued net recoveries, enabled the Bank to reduce the allowance for loan losses by $0.1$11.4 million during the third quarter.second quarter of 2019 attributable to the Bank’s commercial lending efforts. This growth was partially offset by a decline in the Bank’s purchased loan portfolio of $7.7 million during the quarter, resulting in net loan growth during the second quarter of 2019 of $3.7 million. The Bank’s allowance for loan and lease losses as a percentage of loans totaled 0.96%0.68% as of SeptemberJune 30, 2017,2019, compared to 1.01%0.98% as of December 31, 2016.June 30, 2018. The decrease in the allowance for loan and lease losses as a percentage of loans was due to the acquisition of TPB that occurred during the third quarter of 2018. In accordance with generally accepted accounting principles for acquisition accounting, the loans acquired through the TPB acquisition were recorded at fair value; accordingly, there was no allowance for loan and lease losses associated with the acquired loan portfolio at the acquisition date. Management continues to evaluate the need for an allowance on the acquired portfolio, factoring in the remaining fair value discount on the loans, which totaled 1.07% of gross purchased loans as of June 30, 2019. Management has also recorded an allowance for loan and lease losses of approximately $50 thousand on the acquired portfolio, bringing the allowance on purchased loans combined with the fair value discount to $1.5 million, or 1.10% of the gross purchased loans balance, as of June 30, 2019. At the Bank, the allowance for loan and lease losses as a percentage of non-purchased gross loans outstanding was 1.00% as of June 30, 2019.

 

At ALC, the provision for loan and lease losses decreased during bothcomparing the three-three and nine- month periodssix months ended SeptemberJune 30, 2017, based primarily on modest improvements in charge-off experience2019 and 2018 due to slower loan growth at ALC during the period.first half of 2019 compared to the first half of 2018. During the first half of 2019, ALC’s indirect sales portfolio increased by $4.9 million, compared to an increase of $8.6 million during the first half of 2018. Additionally, ALC’s consumer and branch retail portfolios decreased by $0.5 million during the first half of 2019, compared to an increase of $2.6 million in these portfolios during the first half of 2018. ALC’s allowance for loan and lease losses as a percentage of loans totaled 2.60%2.15% as of SeptemberJune 30, 2017,2019, compared to 2.78%2.26% as of December 31, 2016.2018 and 2.36% as of June 30, 2018. The decrease in the allowance for loan and lease losses as a percentage of loans was due to the changing mix of ALC’s portfolio to indirect lending, which has enhanced the credit quality of ALC’s loan portfolio.

 

For the Company, the allowance for loan and lease losses as a percentage of loans totaled 1.40%0.98% as of SeptemberJune 30, 2017,2019, compared to 1.48%1.37% as of December 31, 2016.June 30, 2018. As discussed above, the decrease in the allowance for loan and lease losses as a percentage of loans was due to the acquisition of TPB that occurred during the third quarter of 2018. For the Company, the allowance for loan and lease losses as a percentage of non-purchased gross loans outstanding was 1.32% as of June 30, 2019. Based on our evaluation of the loan portfolio, we believe that the allowance for loan and lease losses at both the Bank and ALC is adequate to absorb losses inherent in the loan portfolio as of SeptemberJune 30, 2017.2019. While we believe that the methodologies and calculations that have been used in the determination of the allowance are adequate, our conclusions are based on estimates and judgments and are, therefore, approximate and imprecise.judgments. Factors beyond our control, such as changes in economic conditions impacting the national economy or the local service areas in which the Bank and ALC operate, may negatively and materially affect asset quality and the adequacy of the allowance for loan and lease losses, as well as the resulting provision for loan and lease losses. In general, we expect the provision for loan and lease losses to increase commensurate with growth in loan volume at both the Bank and ALC; however, we would also expect such increases to be partially offset should credit quality of the portfolio continue to improve.ALC.

 


Non-Interest Income

 

Non-interest income represents fees and income derived from sources other than interest-earning assets.assets. The following table presents the major components of non-interest income. Expanded discussion of certain significant non-interest income items and fluctuations is provided belowfor the table.

periods indicated:

 

 

Three Months Ended

September 30,

           

Nine Months Ended

September 30,

           

Three Months Ended

June 30,

 
 

Six Months Ended

June 30,
 
 

2017

  

2016

  

$

Change

  

%

Change

   2017  2016  

$

Change

  

%

Change

   

2019

  

2018

  

$

Change
  

%

Change
  
2019
  
2018
  

$

Change
  

%

Change

 
 

(Dollars in Thousands)

       (Dollars in Thousands)       

(Dollars in Thousands)

  
 
 
 
 
(Dollars in Thousands)
  
 
 
 

Service charges and other fees on deposit accounts

 $481  $463  $18   3.9 

%

 $1,406  $1,306  $100   7.7 % 
$
443
  
$
444
  
$
(1
)
  
(0.2

)%

 
$
903
  
$
911
  
$
(8
)
  
(0.9
)%

Credit insurance commissions and fees

  160   256   (96)  (37.5)

%

  459   570   (111)  (19.5)%  
108
   
100
   
8
   
8.0

%

  
251
   
318
   
(67
)
  
(21.1
)%

Bank-owned life insurance

  106   105   1   0.1 

%

  318   316   2   0.6 %  
107
   
106
   
1
   
0.9

%

  
214
   
211
   
3
   
1.4
%
Net gain on sale and prepayment of investment securities  178   259   (81)  (31.3)%  228   657   (429)  (65.3)%  
9
   
102
   
(93
)
  
(91.2
)%
  
22
   
105
   
(83
)
  
(79.0
)%
Mortgage fees from secondary market
  
186
   
144
   
42
   
29.2
%
  
289
   
261
   
28
   
10.7
%
Lease income
 
212
  
  
212
  
NM
  
421
  
34
  
387
  
1,138.2
%

Other income

  311   484   (173)  (35.7)

%

  922   1,187   (265)  (22.3)%  
226
   
236
   
(10
)
  
(4.2

)%

  
456
   
432
   
24
   
5.6
%

Total non-interest income

 $1,236  $1,567  $(331)  (21.1)

%

 $3,333  $4,036  $(703)  (17.4)% 
$
1,291
  
$
1,132
  
$
159
   
14.0

%

 
$
2,556
  
$
2,272
  
$
284
   
12.5
%

 

Service Charges and Other Fees on Deposit Accounts

Service charges and other fees are generated on deposit accounts held at the Bank. The increase in this category of non-interest income during the three and nine months ended September 30, 2017 compared to the three and nine months ended September 30, 2016 resulted primarily from increased fees generated from service charges on deposit accounts.  Periodically, management evaluates the fee structure on the Bank’s deposit accounts in order to ensure that fees charged are competitive in the current environment and compliant with regulatory guidance. In addition, management continues to evaluate opportunities for deposit growth through further penetration in existing service territories.  We expect that income from these sources will grow over time as deposit levels grow.  However, there is significant competition among financial institutions for deposits.  Accordingly, we cannot predict with certainty the level of revenues that will be derived in this category in the future.

Credit Insurance Commissions and Fees

Credit insurance commissions and fees are generated from credit life and credit accident and health insurance policies offered primarily at ALC to consumer loan customers through FUSB Reinsurance. The decrease in non-interest income in this category during the three and nine months ended September 30, 2017 compared to the corresponding periods of 2016 resulted primarily from a focus by ALC management on product lines that do not facilitate the generation of these types of sales.  Although revenues in this category decreased during the three and nine months ended September 30, 2017 compared to the three and nine months ended September 30, 2016, such revenues are generally dependent on the mix of product lines offered at ALC and the specific needs of borrowers. Management continues to seek opportunities to grow revenues in this category when opportunities arise based on customer needs and in accordance with regulatory guidelines; however, we cannot predict with certainty the level of revenues that will be derived from this category in the future.

Bank-owned Life Insurance

The Bank utilizes bank-owned life insurance as a tool to offset the cost of certain retirement benefit programs. The income derived from bank-owned life insurance represents the increase in the cash surrender value of the policies (which is generally non-taxable) over the periods presented. The cash surrender value of the policies totaled $14.8 million and $14.6 million as of September 30, 2017 and December 31, 2016, respectively. The insurance policies are adjustable-rate assets with minimum guaranteed rates of interest between 2% and 4%. Accordingly, management does not expect significant fluctuation in the income derived from these assets.NM: Not measurable

 


 

Net GainNon-interest income at the Bank consists of service charges and other fees on Sale and Prepayment of Investment Securities

The investment securities portfolio is used by management to provide liquidity, to generate interest income and for use as collateral for public deposits and wholesale funding.  Management reviews the securities in the investment portfolio periodically and, from time to time, may determine that it is appropriate to sell securities that are designated as securities available-for-sale.  When this occurs, a gain or loss is recorded as the difference between the fair value of the securitydeposit accounts; bank-owned life insurance; net gains on the date of sale and the security’s carrying value.  In addition, a gain may be recognized for prepayment penalties earned by the Company when a security is called by the debtor prior to its maturity date.  Because determinations of whether to sell investment securities are made by management based on specific facts and circumstances at a given point in time, no assessment can be made as to the level of gains or losses that could be incurred related to sales of investment securities or prepayment penalties insecurities; fees from the future.

Other Income

Othersecondary market mortgage activities; lease income; and other non-interest income, which includes fee income generated by the Bank, such as ATM fees and real estate rental income. Non-interest income at ALC consists of credit insurance commissions and fees and other non-interest income generated for ancillary services, such as letters of credit, ATMs, debit and credit cards, wire transfers and real estate rental.  In addition, other non-interest income is generated at ALC for ancillary services, including ALC’s auto club membership program, which provides members with emergency roadside assistance, lock and key services and reimbursement for emergency travel expenses.program. The decreaseincrease in other non-interest income duringfor the three and ninesix months ended SeptemberJune 30, 20172019 compared to the correspondingsame periods in 2018 was mostly attributable to rental income associated with the lease-up of remaining unused office space at the Company’s headquarters location in Birmingham, Alabama. Lease-up of the space occurred in December of 2018. The increase comparing the 2019 periods to the same periods of 2016 resulted primarily2018 was also attributable to an increase in fees from reductionsthe secondary market mortgage activities. These increases were partially offset by decreases in ACHcredit insurance commissions and fees at ALC during the six months ended June 30, 2019 compared to the same period in 2018, along with decreases in the net gain on the sale and services atprepayment of investment securities comparing the Bankthree and six months ended June 30, 2019 to the same periods in ALC’s auto club membership revenue.  In addition, other2018. Certain categories of non-interest income was reduced asare expected to provide a result of collection of settlement amounts associated with a nonaccrual asset in 2016 that was not repeated in 2017.  Given the nature of the typesrelatively stable source of revenues, categorized aswhile others may fluctuate significantly based on changes in economic conditions, regulation or other income, there is uncertainty as to the level of revenue that will be derived from these sources in the future.factors.

 


Non-Interest Expense

 

Non-interest expense represents expenses incurred from sources other than interest-bearing liabilities. The following table presents the major components of non-interest expense for the periods indicated.  Expanded discussion of certain significantindicated:

  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
  

2019

  

2018

  

$

Change

  

%

Change

  2019  2018  

$

Change

  %
Change
 
  

(Dollars in Thousands)

      (Dollars in Thousands)     

Salaries and employee benefits

 $5,195  $4,533  $662   14.6% $10,183  $9,100  $1,083   11.9%

Net occupancy and equipment expense

  1,046   873   173   19.8%  2,135   1,762   373   21.2%
Computer services  333   317   16   5.0%  684   609   75   12.3%
Insurance expense and assessments  192   191   1   0.5%  473   377   96   25.5%
Fees for professional services  321   266   55   20.7%  563   539   24   4.5%
Postage, stationery and supplies  212   190   22   11.6%  450   402   48   11.9%
Telephone/data communications  205   193   12   6.2%  418   388   30   7.7%

Other real estate/foreclosure expense:

                                

Write-downs, net of gain or loss on sale

  (3)  152   (155)  (102.0)%  27   101   (74)  (73.3)%

Carrying costs

  34   35   (1)  (2.9

)%

  62   75   (13)  (17.3)%

Total other real estate/foreclosure expense

  31   187   (156)  (83.4)%  89   176   (87)  (49.4)%

Other

  969   742   227   30.6%  1,962   1,440   522   36.3%

Total non-interest expense

 $8,504  $7,492  $1,012   13.5% $16,957  $14,793  $2,164   14.6%

The increase in non-interest expense items and fluctuations is provided below the table.

  

Three Months Ended

September 30,

           

Nine Months Ended

September 30,

          
  

2017

  

2016

  

$

Change

  

%

Change

   2017  2016  

$
Change

  %
Change
  
  

(Dollars in Thousands)

       (Dollars in Thousands)      

Salaries and employee benefits

 $4,370  $4,334  $36   0.8

 

% $13,048  $12,734  $314   2.5 %

Net occupancy and equipment expense

  806   830   (24)  (2.9

)

%  2,276   2,381   (105)  (4.4)%
Computer services  337   364   (27)  (7.4)%  1,035   1,021   14   1.4 %
Insurance expense and assessments  161   255   (94)  (36.9)%  479   775   (296)  (38.2)%
Fees for professional services  187   231   (44)  (19.0)%  650   748   (98)  (13.1)%
Postage, stationery and supplies  174   183   (9)  (4.9)%  479   562   (83)  (14.8)%
Telephone/data communications  206   164   42   25.6 %  628   502   126   25.1 %

Other real estate/foreclosure expense:

                                  

Write-downs, net of gain or loss on sale

  196   47   149   317.0

 

%  277   137   140   102.2 %

Carrying costs

  48   77   (29)  (37.7

)

%  184   233   (49)  (21.0)%

Total other real estate/foreclosure expense

  244   124   120   96.8

 

%  461   370   91   24.6 %

Other

  705   863   (158)  (18.3

)

%  2,034   2,576   (542)  (21.0)%

Total non-interest expense

 $7,190  $7,348  $(158)  (2.2

)

% $21,090  $21,669  $(579)  (2.7)%

Salaries and Employee Benefits

Salaries and employee benefits expense, the largest category of non-interest expense, totaled $3.0 million at the Bank and $1.4 million at ALC for the third quarter of 2017, compared to $2.9 million at the Bank and $1.4 million at ALC during the third quarter of 2016. For the nine-month period ended September 30, 2017, salaries and benefits expense totaled $8.7 million at the Bank and $4.3 million at ALC, compared to $8.3 million at the Bank and $4.4 million at ALC for the nine-month period ended September 30, 2016. The expense amounts for the Bank are inclusive of salaries and benefits paid to certain members of management and employees for work performed on behalf of Bancshares, as well as current and deferred fees paid to members of the Bank’s and Bancshares’ Boards of Directors. Management remains committed to providing salaries and benefits packages to employees at competitive levels in order to ensure that we continue to provide quality service to our customers. Accordingly, we expect salaries and employee benefits expense to generally increase commensurate with our growth and trends in the employment market over time.

Net Occupancy and Equipment Expense

This category of non-interest expense includes expenses associated with depreciation of buildings, equipment and furniture and fixtures, rent of office space, utilities expense and maintenance and repair costs. The majority of the Bank’s office space is owned, while the majority of ALC’s office space is leased. The decrease in this category for the three and ninesix months ended SeptemberJune 30, 2017 compared to the three and nine months ended September 30, 2016 resulted primarily from a decrease in maintenance and repair expense at the Bank. Occupancy and equipment expense is expected to increase over time as the Company depreciates expenditures associated with capital improvements. During the three and nine months ended September 30, 2017, the Company recorded $0.8 million and $8.7 million, respectively, in additions to premises and equipment. The majority of these expenditures were associated with the construction of an office complex in Birmingham, Alabama. Initial construction of the office complex was completed during the third quarter, and the headquarters of the Company and the Bank were relocated to that location at the end of the third quarter.  Approximately 25% of the square footage of the office complex is being utilized by the Bank, with the remainder to be leased to commercial tenants. Based on management's current estimates, it is expected that placement of the office complex into service will result in approximately $0.5 million in additional depreciation expense annually. Upon full lease-up of the office complex, management expects that the majority of depreciation expense, as well as additional operating costs associated with the complex, will be recovered through lease revenue; however, no assurance can be given regarding the office complex being fully leased by third-party tenants or the timing of such third-party leases.


Computer Services

Computer services expenses were primarily associated with core processing at the Bank and ALC. Due to the differing nature of their businesses, the Bank and ALC utilize different core processors. The increase in expense in this category comparing the nine months ended September 30, 2017 to the nine months ended September 30, 2016 was associated with additional information technology services provided by the Bank’s core processor that significantly enhanced the Bank’s technology platform, including increased protections against data security risk and enhanced disaster recovery planning. Given the rapid pace of technological change, increases in this category of expense are generally expected to occur at a more rapid pace than in other expense categories.

Insurance Expense and Assessments

This category of non-interest expense includes the cost of corporate insurance maintained by the Company, as well as FDIC insurance and state banking assessments.  The Bank pays assessments to the FDIC based on a prescribed regulatory calculation that factors in average total assets and the Company’s supervisory ratings, as determined by regulatory examinations. The decrease in this expense category comparing the three and nine months ended September 30, 2017 to the three and nine months ended September 30, 2016 resulted primarily from reductions in FDIC assessments. In the near term, based on current regulatory guidelines, this category of expense is expected to decline. However, over a longer-term time horizon, management expects this category of expenses to increase based on growth in the Company’s balance sheet and expansion of the Company’s activities.

Fees for Professional Services

Fees for professional services include fees associated with legal, accounting and auditing, compliance and other consulting services. The decrease in these expenses for the three and nine months ended September 30, 20172019 compared to the same periods in 2016 resulted2018 was attributable primarily from a decrease in professional feesto additional salaries and benefits, occupancy and other expenses associated with collectionsthe addition of employees, facilities and other legal matters, which have decreased over time as a resultservices in connection with the acquisition of the increased credit qualityTPB in the Bank’s loan portfolio.  Although we do not anticipate significant fluctuations in this categorythird quarter of 2018. In general, non-interest expense we do expect inflationary increases over time, as well as increases associated with increased regulatory oversight and reporting requirements commensurate with the Company’s growth and development.

Postage, Stationery and Supplies

The decrease in expense in this category comparing the three and nine months ended September 30, 2017 to the three and nine months ended September 30, 2016 resulted from continued efforts by management at the Bank and ALC to manage controllable expenses. We will continue efforts to control these expenses in a prudent manner; however, expense in this category is generally expected to increase over time due to inflationary growth, as well as expanded penetration by the Bank into metropolitan service territories.

Telephone / Data Communications

The increase in this expense category for the three and nine months ended September 30, 2017 compared to the three and nine months ended September 30, 2016 was primarily associated with management’s efforts to enhance network and telephone capabilities. During 2016, the Company began efforts to upgrade its computer and telephone network systems. These efforts are expected to create long-term benefits in improved efficiency and technical capabilities that will benefit both the Bank and ALC. In the short-term, however, we expect increases in this category of expenses as the Company continues upgrades.

Other Real Estate / Foreclosure Expense

Other real estate / foreclosure expense includes both the cost of carrying OREO and write-downs of OREO. Cost of carrying OREO includes property taxes, attorneys’ fees, maintenance costs, security costs and the cost of obtaining independent property appraisals. Write-downs include impairments recorded on existing OREO properties in order to carry the property at the lower of cost or fair value, less estimated cost to sell.

OREO carrying costs decreased during the three and nine months ended September 30, 2017 compared to the corresponding periods of 2016 as a result of continued reduction in the level of OREO at both the Bank and ALC. Write-downs, however, increased during the three and nine months ended September 30, 2017 compared to the same periods of 2016 due to impairment charges taken on a portion of the Bank’s OREO properties during the third quarter of 2017. OREO totaled $3.5 million and $0.3 million at the Bank and ALC, respectively, as of September 30, 2017, compared to $4.9 million and $0.5 million, respectively, as of September 30, 2016, a decrease of $1.6 million for the Company on a consolidated basis.

Although management continued to reduce OREO levels during the nine-month period ended September 30, 2017, there is inherent uncertainty with respect to economic conditions and real estate values in certain of the service areas in which both the Bank and ALC operate. In addition, as the level of OREO is reduced, it becomes more difficult to work out remaining OREO at the same pace as experienced when OREO volumes were higher. Accordingly, continued reduction of carrying costs cannot be expected with any level of certainty. Furthermore, if the national or local economy weakens, or if real estate values decline further in the Company’s primary service areas, additional write-downs of existing OREO could be required. Additionally, the pace of migration of properties into OREO could increase, resulting in the potential for increased levels of both write-downs and carrying costs.


Other

This category encompasses a variety of expenses, including business development, security services, sales and other taxes, employee training, expenses associated with fixed asset write-downs and other miscellaneous expenses. Comparing the three and nine months ended September 30, 2017 to the three and nine months ended September 30, 2016, expenses in this category decreased due to reductions in a number of expense categories, including collection fees, debit card fraud, impairment on closed branch assets and reserves for accident and health policies sold through FUSB Reinsurance. Certain of these reductions are expected to be offset in future quarters;pressures; however, management continues to maintain vigilance in efforts to reduce these costs where opportunities to do so exist.

 

Provision for Income Taxes

 

The provision for income taxes was $0.7 million and $0.2 million for both of the three-monthsix-month periods ended SeptemberJune 30, 20172019 and 2016.2018, respectively. The Company’s effective tax rate was 21.4%22.5% and 17.3%, respectively, for the third quarter of 2017, compared to 22.8% for the third quarter of 2016. For the nine months ended September 30, 2017 and 2016,same periods. The increase in the effective tax rate was 23.0% and 23.4%, respectively. resulted from an increase in the amount of taxable income earned by the Company comparing the first half of 2019 to the first half of 2018.

The effective tax rate is expected to fluctuate based onimpacted by recurring items, such as changes in tax-exempt interest income earned from bank-qualified municipal bonds and loans and the cash surrender value of bank-owned life insurance. Management makes decisions about whether to invest in tax-exempt instruments on a case-by-case basis after considering a number of factors, including investment return, credit quality and the consistency of such investments with the Company’s overall strategy. The Company’s effective tax rate is expected to fluctuate commensurate with the level of these investments as compared to total pre-tax income.

 


BALANCE SHEET ANALYSIS

 

Investment Securities

 

The investment securities portfolio is used by management to provide liquidity, to generate interest income and for use as collateral for public deposits and wholesale funding. Risk and return can be adjusted by altering the duration, composition and/or balance of the portfolio. The expected average life of securities in the investment portfolio was 2.72.5 years and 3.12.9 years as of SeptemberJune 30, 20172019 and December 31, 2016,2018, respectively.

 

Available-for-sale securities are recorded at estimated fair value, with unrealized gains or losses recognized, net of taxes, in accumulated other comprehensive income, a separate component of shareholders’ equity. As of SeptemberJune 30, 2017,2019, available-for-sale securities totaled $158.4$118.0 million, or 85.3%86.3% of the total investment portfolio, compared to $181.9$132.5 million, or 87.5%86.1% of the total investment portfolio, as of December 31, 2016.2018. Available-for-sale securities consisted of residential and commercial mortgage-backed securities, U.S. Treasury securities obligations of U.S. government-sponsored agencies,and obligations of state and political subdivisions and corporate notes.subdivisions.

 

Held-to-maturity securities are recorded at amortized cost and represent securities that the Company both intends and has the ability to hold to maturity. As of SeptemberJune 30, 2017,2019, held-to-maturity securities totaled $27.4$18.7 million, or 14.7%13.7% of the total investment portfolio, compared to $25.9$21.5 million, or 12.5%13.9% of the total investment portfolio, as of December 31, 2016.2018. Held-to-maturity securities consisted of commercial mortgage-backed securities, obligations of U.S. government-sponsored agencies and obligations of statestates and political subdivisions.


 

Loans and Allowance for Loan and Lease Losses

 

The tables below summarize loan balances by portfolio category for both the Bank and ALC at the end of each of the most recent five quarters as of SeptemberJune 30, 2017.2019:

 

 

Bank

  

Bank

 
 2017  2016  2019  2018 
 

September

30,

  

June

30,

  

March

31,

  

December

31,

  

September

30,

  

June

30,

  

March

31,

  

December

31,

  

September

30,

  

June

30,

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Real estate loans:

                                        

Construction, land development and other land loans

 $20,213  $12,424  $25,853  $23,772  $24,610  $27,521  $27,065  $41,340  $43,501  $22,878 

Secured by 1-4 family residential properties

  35,125   32,227   32,535   32,955   32,559   96,805   99,933   102,971   111,555   38,968 

Secured by multi-family residential properties

  16,498   16,702   16,464   16,627   16,801   28,033   27,602   23,009   22,915   18,374 

Secured by non-farm, non-residential properties

  107,679   113,037   97,294   102,112   97,859   158,748   157,023   156,162   150,523   112,461 

Other

  223   226   230   234   185   880   949   1,308   1,100   187 

Commercial and industrial loans

  66,320   65,087   57,253   57,963   54,459   91,489   87,865   85,779   83,087   59,320 

Consumer loans

  5,431   5,671   6,057   6,206   6,335   7,241   6,484   6,927   7,075   5,420 

Total loans

 $251,489  $245,374  $235,686  $239,869  $232,808  $410,717  $406,921  $417,496  $419,756  $257,608 

Less unearned interest, fees and deferred cost

  367   371   249   218   191   411   352   331   331   351 

Allowance for loan losses

  2,422   2,526   2,521   2,409   1,216 

Allowance for loan and lease losses

  2,798   2,711   2,735   2,709   2,520 

Net loans

 $248,700  $242,477  $232,916  $237,242  $231,401  $407,508  $403,858  $414,430  $416,716  $254,737 

 

 

ALC

  

ALC

 
 2017  2016  2019  2018 
 

September

30,

  

June

30,

  

March

31,

  

December

31,

  

September

30,

  

June

30,

  

March

31,

  

December

31,

  

September

30,

  

June

30,

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Real estate loans:

                                        

Construction, land development and other land loans

 $

  $  $  $  $  $  $  $  $  $ 

Secured by 1-4 family residential properties

  11,490   12,229   12,993   13,724   14,462   6,549   7,058   7,785   8,472   9,176 

Secured by multi-family residential properties

  

                            

Secured by non-farm, non-residential properties

  

                            

Other

  

                            

Commercial and industrial loans

  

                            
Consumer loans:                                  

Consumer

  35,650   31,920   32,892   36,413   35,533   29,919   29,808   31,656   31,965   32,902 
Branch retail 29,609   27,066   28,324  29,904  30,188 

Indirect sales

  

50,553

   52,134   47,196   44,775   45,382   45,466   42,280   40,609   41,101   37,241 

Total loans

 $97,693  $96,283  $93,081  $94,912  $95,377  $111,543  $106,212  $108,374  $111,442  $109,507 

Less unearned interest, fees and deferred cost

  5,981   5,855   5,962   6,935   7,205   5,247   5,097   5,617   5,929   6,283 

Allowance for loan losses

  2,386   2,379   2,358   2,447   2,452 

Allowance for loan and lease losses

  2,289   2,213   2,320   2,407   2,432 

Net loans

 $89,326  $88,049  $84,761  $85,530  $85,720  $104,007  $98,902  $100,437  $103,106  $100,792 

 

 

 


 

The tables below summarize changes in the allowance for loan and lease losses at the end offor each of the most recent five quarters as of SeptemberJune 30, 20172019 at both the Bank and ALC.ALC:

 

 

Bank

  

Bank

 
 20172016  2019  2018 
 

Third

Quarter

  

Second

Quarter

  

First

Quarter

  

Fourth

Quarter

  

Third

Quarter

  

Second

Quarter

  

First

Quarter

  

Fourth

Quarter

  

Third

Quarter

  

Second

Quarter

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Balance at beginning of period

 $2,526  $2,521  $2,409  $1,216  $1,138  $2,711  $2,735  $2,709  $2,520  $2,500 

Charge-offs:

                                        
Real estate loans:                            
Construction, land development and other land loans                    
Secured by 1-4 family residential properties     (56) (3)  (13)  (34)      (1)
Secured by multi-family residential properties                   
Secured by non-farm, non-residential properties                  
Other                     

Commercial and industrial

  

   (16)     (1)  (41)               
Consumer loans (1) (60) (2) (13) (3)     (15

)

  (1

)

     (2)

Other loans

  

 

  

 

  

 

  

 

  

 

     

 

  (1)  (3)   

Total charge-offs

  (1

)

  (76

)

  (2

)

  (70

)

  (47

)

  (13)  (49

)

  (2

)

  (3

)

  (3

)

Recoveries

  27   81   114   28   25   10   25   28   16   23 

Net recoveries (charge-offs)

  26

 

  5

 

  112

 

  (42

)

  (22

)

  (3)  (24

)

  26

 

  13   20 

Provision (reduction in reserve) for loan losses

  (130

)

  

 

  

 

  1,235

 

  100

 

  90   

 

  

 

  176    

Ending balance

 $2,422  $2,526  $2,521  $2,409  $1,216  $2,798  $2,711  $2,735  $2,709  $2,520 

as a percentage of loans

  0.96

%

  1.03

%

  1.07

%

  1.01

%

  0.52

%

  0.68

%

  0.67

%

  0.66

%

  0.65

%

  0.98

%

as a percentage of loans, excluding acquired loans 1.00% 1.01%  1.01% 1.03% 0.98%

 

 

ALC

  

ALC

 
 20172016  2019  2018 
 

Third

Quarter

  

Second

Quarter

  

First

Quarter

  

Fourth

Quarter

  

Third

Quarter

  

Second

Quarter

  

First

Quarter

  

Fourth

Quarter

  

Third

Quarter

  

Second

Quarter

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Balance at beginning of period

 $2,379  $2,358  $2,447  $2,452  $2,453  $2,213  $2,320  

$

2,407 

$

2,432  $2,329 

Charge-offs:

                                      
Real estate loans:                             
Construction, land development and other land loans                   
Secured by 1-4 family residential properties (10) (4) (13) (7) (28)  (11)  (19)  (19

)

 (41)  (18)
Secured by multi-family residential properties                   
Secured by non-farm, non-residential properties                   
Other                   

Commercial and industrial

  

            

         

 

     

Consumer loans:

  

 

                                   

Consumer

  (494

)

  (569

)

  (658

)

  (398

)

  (596

)

  (554

)

  (521)  (637

)

 (628

)

  (609

)

Branch retail (103)  (98)  (73) (123) (98)
Indirect sales (150) (160) (135) (354) (111)  (76)  (52

)

  (36) (21)  (33)

Other loans

  

 

  

 

  

 

  

 

  

 

     

 

        

Total charge-offs

  (654

)

  (733

)

  (806

)

  (759

)

  (735

)

  (744

)

  (690

)

  (765

)

 (813

)

  (758

)

Recoveries

  158   178   202   176   154   195   183   204  176   159 

Net recoveries (charge-offs)

  (496

)

  (555

)

  (604

)

  (583

)

  (581

)

  (549

)

  (507

)

  (561

)

 (637

)

  (599

)

Provision (reduction in reserve) for loan losses

  503   576   515   578   580   625   400   474  612   702 

Ending balance

 $2,386  $2,379  $2,358  $2,447  $2,452  $2,289  $2,213  

$

2,320 

$

2,407  $2,432 

as a percentage of loans

  2.60

%

  2.63

%

  2.71

%

  2.78

%

  2.78

%

  2.15

%

  2.19

%

  2.26

%

 2.28

%

  2.36

%

 


 

Nonperforming Assets

 

Nonperforming assets at the end of the five most recent quarters as of SeptemberJune 30, 20172019 were as follows:

 

 

Consolidated

  

Consolidated

 
 20172016  2019  2018 
 

September

30,

  

June

30,

  

March

31,

  

December

31,

  

September

30,

  

June

30,

  

March

31,

  

December

31,

  

September

30,

  

June

30,

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Non-accrual loans

 $1,956  $1,847  $2,205  $2,417  $2,266  $1,479  $1,864  $2,759  $3,782  $1,713 

Other real estate owned

  3,819   4,351   4,587   4,858   5,391   1,258   1,222   1,505   1,489   2,181 

Total

 $5,775  $6,198  $6,792  $7,275  $7,657  $2,737  $3,086  $4,264  $5,271  $3,894 

Nonperforming assets as a percentage of loans and other real estate

  1.67

%

  1.82

%

  2.08

%

  2.19

%

  2.37

%

  0.53

%

  0.61

%

  0.82

%

  1.00

%

  1.07

%

Nonperforming assets as a percentage of total assets

  0.94

%

  1.01

%

  1.10

%

  1.20

%

  1.28

%

  0.35

%

  0.39

%

  0.54

%

  0.66

%

  0.61

%

 

 

Bank

  

Bank

 
 20172016  2019  2018 
 

September

30,

  

June

30,

  

March

31,

  

December

31,

  

September

30,

  

June

30,

  

March

31,

  

December

31,

  

September

30,

  

June

30,

 
 

(Dollars in Thousands)

  

(Dollars in Thousands)

 

Non-accrual loans

 $332  $343  $609  $603  $766  $642  $749  $1,530  $2,581  $360 

Other real estate owned

  3,527   3,951   4,161   4,353   4,887   1,258   1,200   1,401   1,319   2,002 

Total

 $3,859  $4,294  $4,770  $4,956  $5,653  $1,900  $1,949  $2,931  $3,900  $2,362 

Nonperforming assets as a percentage of loans and other real estate

  1.52

%

  1.72

%

  1.99

%

  2.03

%

  2.38

%

  0.46

%

  0.48

%

  0.70

%

  0.93

%

  0.91

%

Nonperforming assets as a percentage of total assets

  0.63

%

  0.69

%

  0.77

%

  0.81

%

  0.94

%

  0.24

%

  0.24

%

  0.37

%

  0.48

%

  0.37

%

 

  

ALC

 
  20172016 
  

September

30,

  

June

30,

  

March

31,

  

December

31,

  

September

30,

 
  

(Dollars in Thousands)

 

Non-accrual loans

 $1,624  $1,504  $1,596  $1,814  $1,500 

Other real estate owned

  292   400   426   505   504 

Total

 $1,916  $1,904  $2,022  $2,319  $2,004 

Nonperforming assets as a percentage of loans and other real estate

  2.08

%

  2.10

%

  2.31

%

  2.62

%

  2.26

%

Nonperforming assets as a percentage of total assets

  2.06

%

  2.08

%

  2.29

%

  2.59

%

  2.24

%

  

ALC

 
  2019  2018 
  

June

30,

  

March

31,

  

December

31,

  

September

30,

  

June

30,

 
  

(Dollars in Thousands)

 

Non-accrual loans

 $837  $1,115  $1,229  $1,201  $1,353 

Other real estate owned

     22   104   170   179 

Total

 $837  $1,137  $1,333  $1,371  $1,532 

Nonperforming assets as a percentage of loans and other real estate

  0.79

%

  1.12

%

  1.30

%

  1.30

%

  1.48

%

Nonperforming assets as a percentage of total assets

  0.78

%

  1.11

%

  1.29

%

  1.30

%

  1.48

%

 

 


 

Deposits

 

Total deposits increaseddecreased by 2.2%3.11% to $508.4$682.8 million as of SeptemberJune 30, 2017,2019, from $497.6$704.7 million as of December 31, 2016.2018. Core deposits, which exclude time deposits of $250 thousand or more, provide a relatively stable funding source that supports earning assets. Core deposits totaled $479.7$637.4 million, or 94.4%93.3% of total deposits, as of SeptemberJune 30, 2017,2019, compared to $461.8$634.1 million, or 92.8%90.0% of total deposits, as of December 31, 2016.2018.

 

Deposits, in particular core deposits, have historically been the Company’s primary source of funding and have enabled the Company to successfully meet both short-term and long-term liquidity needs. Management anticipates that such deposits will continue to be one of the Company’s primary sources of funding in the future, and wefuture. We will continue to monitor deposit levels closely to help ensure an adequate level of funding for the Company’s activities. However, various economic and competitive factors could affect this funding source in the future, including increased competition from other financial institutions in deposit gathering, national and local economic conditions and interest rate policies adopted by the Federal Reserve and other central banks.

 

Other Interest-Bearing Liabilities

 

Other interest-bearing liabilities consist of federal funds purchased, securities sold under agreements to repurchase and FHLB advances. This category continues to be utilized as an alternative source of funds. During the thirdsecond quarter of 2017,2019, these borrowings represented 4.5%less than 0.1% of average interest-bearing liabilities, compared to 2.6%4.4% in the thirdsecond quarter of 2016.2018.

 

ShareholdersShareholders’ Equity

 

The Company has historically placed greatsignificant emphasis on maintaining its strong capital base. As of SeptemberJune 30, 2017,2019, shareholders’ equity totaled $78.9$83.7 million, or 12.8%10.8% of total assets, compared to $76.2$79.4 million, or 12.6%10.0% of total assets, as of December 31, 2016.2018. Management believes that this level of equity is an indicator of the financial soundness of the Company and the Company’s ability to sustain future growth and profitability. The increase in shareholders’ equity during the period ended SeptemberJune 30, 20172019 resulted primarily from increasesgrowth in retained earnings and a decrease in accumulated other comprehensive income related to changesloss associated with unrealized losses in the fair value of investmentavailable-for-sale securities available-for-sale.during the first half of 2019. The fair value of the available-for-sale portfolio fluctuates based primarily on changes in interest rates. Accordingly, the net unrealized gainslosses during the third quarterfirst half of 20172019 are not necessarily indicative of future performance of the portfolio.

 

BancsharesBancshares’ Board of Directors evaluates dividend payments based on the Company’s level of earnings and our desire to maintain a strong capital base, as well as regulatory requirements relating to the payment of dividends. During eachboth of the three-month periods ended SeptemberJune 30, 20172019 and 2016,2018, Bancshares declared dividendsa dividend of $0.02 per common share, or approximately $0.1 million in aggregate amount.

 

As of Septemberboth June 30, 20172019 and December 31, 2016,2018, the Company retained approximately $20.4 million and $20.8 million in treasury stock, respectively.treasury stock. The Company initiated a share repurchase program in January 2006, under which the Company was authorized to repurchase up to 642,785 shares of BancsharesBancshares’ common stock before December 31, 2007. In December 2007, and in each year since, the Board of Directors has extended the expiration date of the share repurchase program for an additional year. Currently, the share repurchase program is set to expire on December 31, 2017.2019. There are 242,303 shares available for repurchase under this program, at management’s discretion.program. No shares were purchasedrepurchased under this program to date in 20172019 or in 2016.2018. Share repurchases under the program may be made through open market and privately negotiated transactions at times and in such amounts as management deems appropriate, subject to applicable regulatory requirements.

 

As of SeptemberJune 30, 20172019 and December 31, 2016,2018, a total of 100,990119,519 and 114,547116,766 shares of stock, respectively, were deferred in connection with Bancshares’ Non-Employee Directors’ Deferred Compensation Plan. The plan permits non-employee directors to invest their directors’ fees and to receive the adjusted value of the deferred amounts in cash or shares of Bancshares common stock. All deferred fees, whether in the form of cash or shares of Bancshares common stock, are reflected as compensation expense in the period earned. The Company classifies all deferred directors'directors’ fees allocated to be paid in shares of stock as equity surplus. The Company usesmay use issued shares or shares of treasury stock to satisfy these obligations when due.


 

LIQUIDITY AND CAPITAL RESOURCES

 

The asset portion of the balance sheet provides liquidity primarily from two sources: (1) principal payments and maturities of loans and (2) maturitiesprincipal payments and principal paymentsmaturities from the investment portfolio. Other short-term investments, such as federal funds sold, may also provide additional sources of liquidity. Loans maturing or repricing in one year or less amounted to $114.6$153.8 million as of SeptemberJune 30, 20172019 and $127.3$75.2 million as of December 31, 2016.2018. Investment securities forecasted to mature or reprice in one year or less were estimated to be $10.5$9.2 million and $8.1 million of the investment portfolio as of SeptemberJune 30, 2017.2019 and December 31, 2018, respectively.

 

Although a substantial portion ofsome securities in the investment portfolio have legal final maturities exceeding 10 years, a substantial percentage of the portfolio provides monthly principal and interest payments and consistsconsists of securities that are readily marketable and easily convertible into cash on short notice. As of SeptemberJune 30, 2017,2019, the investment securities portfolio had an estimated average life of 2.7 years, and approximately 86.33% of the portfolio (including both available-for-sale and held-to-maturity investments) was expected to be repaid within five2.5 years. However, management does not rely solely upon the investment portfolio to generate cash flows to fund loans, capital expenditures, dividends, debt repayment and other cash requirements. These activities are also funded by cash flows from loan payments, as well as increases in deposits and short-term borrowings.

 

The liability portion of the balance sheet provides liquidity through interest-bearing and non-interest-bearing deposit accounts, which represent the Company’s primary sources of funds. In addition, federal funds purchased, FHLB advances, securities sold under agreements to repurchase and short-term and long-term borrowings are additional sources of available liquidity. Liquidity management involves the continual monitoring of the sources and uses of funds to maintain an acceptable cash position. Long-term liquidity management focuses on considerations related to the total balance sheet structure. The Bank manages the pricing of its deposits to maintain a desired deposit balance. In addition, the Bank invests in short-term interest-earning assets, which provide liquidity to meet lending requirements.

 

As of Septemberboth June 30, 20172019 and December 31, 2016,2018, the Company had $20.0 million and $25.0 million, respectively, indid not have any outstanding borrowings under FHLB advances. The Company had up to $164.8$238.5 million and $155.0$282.2 million in remaining unused credit from the FHLB (subject to available collateral) as of SeptemberJune 30, 20172019 and December 31, 2016,2018, respectively. In addition, the Company had $18.8$72.0 million and $72.2 million in unused established federal funds lines as of both SeptemberJune 30, 20172019 and December 31, 2016.2018, respectively.

 

Management believes that the Company has adequate sources of liquidity to more than cover its contractual obligations and commitments over the next twelve months. Management is not aware of any condition that currently exists that would have ana materially adverse effect on the liquidity, capital resources or operation of the Company.


 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The primary purpose inof managing interest rate risk is to invest capital effectively and preserve the value created by our core banking business. This is accomplished through the development and implementation of lending, funding, pricing and hedging strategies designed to maximize net interest income performance under varying interest rate environments, subject to liquidity and interest rate risk guidelines. Effective interest rate sensitivity management ensures that both assets and liabilities respond to changes in interest rates within an acceptable time frame, thereby minimizing the effect of such interest rate movements on short- and long-term net interest margin and net interest income.

 

Financial simulation models are the primary tools used by the Asset/Liability Committee of the Bank'sBank’s board of directors to measure interest rate exposure. Using a wide range of scenarios, management is provided with extensive information on the potential impact on net interest income caused by changes in interest rates. In these simulations, assumptions are made about the direction and volatility of interest rates, the slope of the yield curve and the changing composition of the Company’sCompany’s balance sheet resulting from both strategic plans and customer behavior. Simulation models also incorporate management’s assumptions regarding such factors as loan and deposit growth, pricing, prepayment speeds and spreads between interest rates.

 


Measuring Interest Rate Sensitivity

 

Interest rate sensitivity is a function of the repricing characteristics of all of the Company’sCompany’s portfolio of assets and liabilities. These repricing characteristics are the timeframes during which the interest-bearing assets and liabilities are subject to fluctuation based on changes in interest rates, either at replacement or maturity, during the life of the instruments. Measuring interest rate sensitivity is a function of the differences in the volume of assets and the volume of liabilities that are subject to repricing in future time periods. These differences are known as interest sensitivity gaps and are usually calculated for segments of time and on a cumulative basis.

 

The Company measures changes in net interest income and net interest margin on a monthly basis through income simulation over various interest rate shock scenarios, including plus or minus 1%, 2%, 3% and 4% scenarios. Each month, management evaluates how changes in short- and long-term interest rates may impact future profitability, as reflected in the Company’sCompany’s net interest margin.

 

Also on a monthly basis, management calculates how changes in interest rates would impact the market value of the Company’s assets and liabilities, as well as its long-term profitability. The process is similar to assessing short-term risk but emphasizes and is measured over a five-year time period, which allows for a more comprehensive assessment of longer-term repricing and cash flow imbalances that may not be captured by short-term net interest margin simulations. The results of these calculations are representative of long-term interest rate risk, both in terms of changes in the present value of the Company’s assets and liabilities and long-term changes in core profitability.

 

See Part II, Item 7A, “Quantitative“ Quantitative and Qualitative Disclosures About Market Risk,” of Bancshares’Bancshares' Annual Report on Form 10-K as of and for the year ended December 31, 20162018 for additional disclosures related to market risk. Management’s evaluation as of September 30, 2017 did not indicate any significant increase in the Company’s exposure to market risk from those disclosed as of December 31, 2016.

 

ITEM 4.

CONTROLS AND PROCEDURES

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

Bancshares maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in Bancshares’ reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to Bancshares’ management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

 

Bancshares’ management carried out an evaluation, under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Bancshares’ disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of SeptemberJune 30, 2017,2019, pursuant to the evaluation of these controls and procedures required by Rule 13a-15 of the Exchange Act. Based on that evaluation, Bancshares’ management concluded, as of SeptemberJune 30, 2017,2019, that Bancshares’ disclosure controls and procedures are effective to ensure that the information required to be disclosed in Bancshares’ periodic filings with the SEC is recorded, processed, summarized and reported within the time periods specified.specified in the SEC’s rules and forms.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in BancsharesBancshares’ internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended SeptemberJune 30, 20172019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 


 

PART II. OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

 

The Company is a party to certain ordinary course litigation, and the Company intends to vigorously defend itself in all such litigation. In the opinion of the Company, based on review and consultation with legal counsel, the outcome of such ordinary course litigation should not have a material adverse effect on the Company’s consolidated financial statements or results of operations.

 

ITEM 1A.

RISK FACTORS

 

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors,” in BancsharesBancshares’ Annual Report on Form 10-K as of and for the year ended December 31, 20162018 that could materially affect the Company’s business, financial condition or future results. The risks described in Bancshares’ Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

The following table sets forth purchases made by or on behalf of Bancshares or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) of the Exchange Act, of shares of BancsharesBancshares’ common stock during the thirdsecond quarter of 2017.2019:

 

Issuer Purchases of Equity Securities

 

Period

Total Number

of Shares

Purchased

Average

Price Paid

per Share

Total Number of

Shares Purchased as

Part of Publicly

Announced

Programs (1)

Maximum Number (or Approximate Dollar Value)

of Shares that May Yet Be

Purchased Under

the Programs (1)

July 1 – July 31

$

242,303

August 1 – August 31

$

242,303

September 1 – September 30

$

242,303

Total

(2)$

242,303

Period

 

Total Number

of Shares

Purchased (1)

  

Average

Price Paid

per Share

  

Total Number of

Shares Purchased as

Part of Publicly

Announced

Programs (2)

  

Maximum Number (or Approximate Dollar Value)

of Shares that May Yet Be

Purchased Under

the Programs (2)

 

April 1 – April 30

  

1,644

 

 

$

10.30

      242,303 

May 1 – May 31

  

  $      242,303 

June 1 – June 30

  

1,517

  $

9.45

      242,303 

Total

  

3,161

  $9.89      242,303 

 

(1)

3,161 shares were purchased in open-market transactions by an independent trustee for Bancshares’ 401(k) Plan during the second quarter of 2019.

(2)

On December 16, 2016,19, 2018, the Board of Directors extended the share repurchase program previously approved by the Board on January 19, 2006. Under the repurchase program, Bancshares is authorized to repurchase up to 642,785 shares of its common stock. The expiration date of the extended repurchase program isstock before December 31, 2017. As2019, of September 30, 2017, there werewhich 242,303 shares stillremain available for purchase under the program..

(2)ITEM 5.

There were no shares purchased in open-market transactions by an independent trustee for Bancshares’ 401(k) Plan during the third quarter of 2017.OTHER INFORMATION

On May 2, 2019, the shareholders of Bancshares approved an amendment (the “Amendment”) to the 2013 Incentive Plan (the “Incentive Plan”) to increase the number of shares of common stock available under the Incentive Plan by 450,000 to 1,050,000. The Amendment was approved by Bancshares’ Board of Directors (the “Board”) in February 2019, subject to shareholder approval at the 2019 Annual Meeting of Shareholders.

The Incentive Plan initially became effective in March 2013 and is administered by the Compensation Committee of the Board (the “Compensation Committee”). A number of award types are available under the Incentive Plan, including incentive stock options, nonqualified stock options, stock appreciation rights and restricted awards. Persons eligible to participate in the Incentive Plan include all employees, directors and consultants of the Company and such other individuals designated by the Compensation Committee who are reasonably expected to become employees, directors and consultants upon the receipt of awards under the Incentive Plan.

The Compensation Committee has the authority to, subject to the terms of the Incentive Plan, the Compensation Committee’s charter and applicable laws, among other things, determine when awards are to be granted under the Incentive Plan, determine the participants to whom awards shall be granted and prescribe the terms and conditions of such awards.

The above description of the Incentive Plan is a summary only and is qualified in its entirety by reference to the complete text of the Incentive Plan, as amended, which is included as Exhibit 10.1 to this report and incorporated herein by reference.


 

ITEM 6.

EXHIBITS

 

Exhibit No.

Description

3.1

Certificate of Incorporation of United Security Bancshares, Inc. (incorporated by reference to Exhibit 3(i) to the Quarterly Report on Form 10-Q (File No. 000-14549), filed on November 12, 1999).

3.1A

Certificate of Amendment to the Certificate of Incorporation of United Security Bancshares, Inc., effective as of October 11, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 000-14549), filed on October 11, 2016).

3.2

Bylaws of First US Bancshares, Inc., effective as of October 11, 2016 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 000-14549), filed on October 11, 2016).

*10.1First US Bancshares, Inc. 2013 Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 000-14549), filed on May 10, 2019).

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

32

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

Interactive Data Files for the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019.

The exhibits listed in the Index to Exhibits below are filed herewith and are incorporated herein by reference.

*Indicates a management contract or compensatory plan or arrangement.

 


 

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 US BANCSHARES, INC.

 

DATE: November 8August 7, 20172019

 

BY:By:

 

/s/ Thomas S. Elley

  

Thomas S. Elley

  

Its Vice President, Treasurer and Assistant Secretary, Chief Financial Officer and Principal Accounting Officer

  

(Duly Authorized Officer and Principal Financial Officer)

 


54

INDEX TO EXHIBITS

Exhibit No.

Description

3.1

Certificate of Incorporation of United Security Bancshares, Inc. (incorporated herein by reference to Exhibit 3(i) to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (File No. 000-14549), as filed on November 12, 1999).

3.1ACertificate of Amendment to the Certificate of Incorporation of United Security Bancshares, Inc., effective as of October 11, 2016 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 000-14549), filed on October 11, 2016).

3.2

Bylaws of First US Bancshares, Inc., effective as of October 11, 2016 (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 000-14549), filed on October 11, 2016).

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

32

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

    101

Interactive Data Files for the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017.