Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Jun. 11, 2018 | |
Details | ||
Registrant Name | BayCom Corp | |
Registrant CIK | 1,730,984 | |
SEC Form | 10-Q | |
Period End date | Mar. 31, 2018 | |
Fiscal Year End | --12-31 | |
Trading Symbol | BCML | |
Tax Identification Number (TIN) | 371,849,111 | |
Number of common stock shares outstanding | 10,869,275 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Voluntary filer | No | |
Well-known Seasoned Issuer | No | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Incorporation, State Country Name | California | |
Entity Address, Address Line One | 500 Ygnacio Valley Road | |
Entity Address, City or Town | Walnut Creek | |
Entity Address, State or Province | California | |
Entity Address, Postal Zip Code | 94,596 | |
City Area Code | 925 | |
Local Phone Number | 476-1800 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Cash and due from banks | $ 13,837 | $ 14,754 |
Federal funds sold | 241,714 | 235,099 |
Cash and cash equivalents | 255,551 | 249,853 |
Interest bearing deposits in financial institutions | 1,245 | 1,743 |
Investment securities available for sale | 36,789 | 40,505 |
Federal Home Loan Bank stock, at par | 4,772 | 4,772 |
Federal Reserve Bank stock, at par | 3,353 | 2,987 |
Loans held for sale | 250 | 3,245 |
Loans | 891,011 | 891,548 |
Deferred fees, net | (432) | (469) |
Allowance for loan losses | (4,600) | (4,215) |
Loans, net | 885,979 | 886,864 |
Premises and equipment, net | 8,279 | 8,399 |
Core deposit intangible | 4,483 | 4,772 |
Cash surrender value of Bank owned life insurance policies, net | 17,211 | 17,132 |
Goodwill | 10,365 | 10,365 |
Interest recievable and other assets | 13,556 | 15,157 |
Total Assets | 1,241,833 | 1,245,794 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Non-interest bearing deposits | 320,104 | 327,309 |
Interest bearing deposits | 778,669 | 776,996 |
Total deposits | 1,098,773 | 1,104,305 |
Other borrowings | 6,000 | 6,000 |
Salary continuation plan | 4,107 | 4,046 |
Interest payable and other liabilities | 4,983 | 7,421 |
Junior subordinated deferrable interest debentures, net | 5,402 | 5,387 |
Deposits | ||
Total liabilities | 1,119,265 | 1,127,159 |
Stockholders' equity | ||
Preferred stock - no par value; 10,000,000 shares authorized; no shares issued and outstamding | 0 | 0 |
Common stock, - no par value; authorized 100,000,000 shares authorized in 2018 and 2017; 7,512,227 and 7,496,995 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 81,453 | 81,307 |
Additional paid in capital | 287 | 287 |
Accumulated other comprehensive (loss) income, net of tax | (69) | 213 |
Retained earnings | 40,897 | 36,828 |
Total shareholders' equity | 122,568 | 118,635 |
Total Liabilities and Shareholders' Equity | $ 1,241,833 | $ 1,245,794 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets - Parenthetical - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Details | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 7,512,227 | 7,496,995 |
Common Stock, Shares, Outstanding | 7,512,227 | 7,496,995 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Interest and dividend income: | ||
Loans, including fees | $ 12,280 | $ 7,006 |
Investment securities and interest-bearing deposits in banks | 1,110 | 288 |
FHLB dividends | 93 | 86 |
Interest Income Federal Reserve Bank Dividends | 69 | 22 |
Total interest and dividend income | 13,552 | 7,402 |
Interest expense: | ||
Deposits | 979 | 918 |
Other borrowings | 159 | 0 |
Total interest expense | 1,138 | 918 |
Net interest income | 12,414 | 6,484 |
Provision for loan losses | 254 | 143 |
Net interest income after provision for loan losses | 12,160 | 6,341 |
Noninterest income: | ||
Gain on sale of loans | 651 | 400 |
Service charges and other fees | 446 | 143 |
Loan servicing fees and other income | 245 | 57 |
Other income | 384 | 136 |
Total noninterest income | 1,726 | 736 |
Noninterest expense: | ||
Salaries and employee benefits | 4,914 | 3,082 |
Occupancy and equipment | 975 | 569 |
Data processing | 708 | 360 |
Other | 1,526 | 628 |
Total noninterest expense | 8,123 | 4,639 |
Income before provision for income taxes | 5,763 | 2,438 |
Provision for income taxes | 1,694 | 1,022 |
Net income | $ 4,069 | $ 1,416 |
Earnings per common share: | ||
Basic: Earnings per common share | $ 0.54 | $ 0.26 |
Weighted average shares outstanding | 7,512,227 | 5,397,930 |
Diluted: Earnings per common share | $ 0.54 | $ 0.26 |
Weighted average shares outstanding | 7,512,227 | 5,411,554 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Details | ||
Net income | $ 4,069 | $ 1,416 |
Other comprehensive (loss) income: | ||
net of tax of $78 in 2018 and $3 in 2017 | (282) | 9 |
Total comprehensive income | $ 3,787 | $ 1,425 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income - Parenthetical - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Details | ||
Other Comprehensive Income (Loss), Securities, Available-for-Sale, Unrealized Holding Gain (Loss) Arising During Period, Tax | $ 78 | $ 3 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Shareholders' Equity - USD ($) $ in Thousands | Total | Stockholders' Equity, Total | Number of Common Stock Shares | Common Stock | Additional Paid-in Capital | Retained Earnings | AOCI Attributable to Parent |
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2016 | $ 78,063 | $ 46,084 | $ 287 | $ 31,604 | $ 88 | ||
Shares, Outstanding, Beginning Balance at Dec. 31, 2016 | 5,472,426 | ||||||
Net income | $ 1,416 | 1,416 | 1,416 | 0 | |||
Other Comprehensive Income (Loss), Net of Tax | 9 | 9 | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 16,865 | ||||||
Stock based compensation | 92 | 92 | |||||
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2017 | 79,580 | 46,176 | 287 | 33,020 | 97 | ||
Shares, Outstanding, Ending Balance at Mar. 31, 2017 | 5,489,291 | ||||||
Other Comprehensive Income (Loss), Net of Tax | 9 | 9 | |||||
Net income | 3,844 | 3,844 | |||||
Other Comprehensive Income (Loss), Net of Tax | 80 | 80 | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 11,635 | ||||||
Stock based compensation | 331 | 331 | |||||
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2017 | $ 118,635 | 118,635 | 81,307 | 287 | 36,828 | 213 | |
Shares, Outstanding, Ending Balance at Dec. 31, 2017 | 7,496,995 | ||||||
Reclassification of stranded tax effects from change in tax rate | 0 | (36) | 36 | ||||
Common Stock, Shares, issued | 34,824 | 34,824 | |||||
Repurchase of shares | (24) | (24) | |||||
Repurchase of shares | (1,891) | ||||||
Other Comprehensive Income (Loss), Net of Tax | 80 | 80 | |||||
Common Stock, Shares, issued | 7,496,995 | 1,997,960 | |||||
Net income | $ 4,069 | 4,069 | 4,069 | ||||
Other Comprehensive Income (Loss), Net of Tax | (282) | (282) | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 15,232 | ||||||
Stock based compensation | 146 | 146 | |||||
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2018 | $ 122,568 | 122,568 | $ 81,453 | $ 287 | $ 40,897 | (69) | |
Shares, Outstanding, Ending Balance at Mar. 31, 2018 | 7,512,227 | ||||||
Other Comprehensive Income (Loss), Net of Tax | $ (282) | $ (282) | |||||
Common Stock, Shares, issued | 7,512,227 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flow from operating activities: | ||
Net income | $ 4,069 | $ 1,416 |
Adjustments to reconcile net earnings to net cash provided (used in) | ||
Decrease in deferred tax asset | 772 | 1,028 |
Mark-to-market accretion on acquired loans | (1,041) | (595) |
Gain on sale of loans | (651) | (400) |
Proceeds from sale of loans | 8,754 | 2,671 |
Loans originated for sale | (6,378) | (15,558) |
Mark-to-market accretion Trust Preferred | 15 | 0 |
Change in cash surrender value of life insurance policies | (79) | (50) |
Provision for loan losses | 254 | 143 |
Amortization/accretion of premium discount on investment securities | 120 | 39 |
Depreciation and amortization | 231 | 125 |
Core deposit intangible amortization | 289 | 83 |
Stock-based compensation expense | 146 | 91 |
(Decrease) increase in deferred loan origination fees, net | (37) | 126 |
Decrease (increase) in accrued interest receivable and other assets | 948 | (558) |
Increase in salary continuation liability | 60 | 21 |
(Decrease) increase in accrued expenses and other liabilities | (2,438) | 1,093 |
Net cash provided by (used in) operating activities | 5,034 | (10,325) |
Cash flows from investing activities: | ||
Proceeds from interest bearing deposits in financial institutions | 498 | 0 |
Proceeds from the maturity and repayment of securities | 3,195 | 1,710 |
Purchase of Federal Reserve Bank Stock | (366) | (14) |
Net decrease (increase) in loans | 2,980 | (13,689) |
Purchases of bank premises, equipment, leasehold improvements | (111) | (28) |
Net cash provided by (used in) investing activities | 6,196 | (12,021) |
Cash flows from financing activities | ||
Net increase in demand, interest bearing and savings deposits | 3,700 | 16,079 |
Net (decrease) increase in time deposits | (9,232) | 3,115 |
Net cash (used in) provided by financing activities | (5,532) | 19,194 |
Increase (decrease) in cash and cash equivalents | 5,698 | (3,152) |
Cash and cash equivalents at beginning of period | 249,853 | 128,684 |
Cash and cash equivalents at end of period | 255,551 | 125,532 |
Additional cash flow information: | ||
Interest paid | 989 | 921 |
Income taxes paid | 0 | 0 |
Non-cash investing and financing activities: | ||
Change in unrealized (loss) gain in available for-sale securities, net of tax | $ (282) | $ 9 |
NOTE 1 - BASIS OF PRESENTATION
NOTE 1 - BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
NOTE 1 - BASIS OF PRESENTATION | NOTE 1 – BASIS OF PRESENTATION BayCom Corp (the “Company”) is a bank holding company headquartered in Walnut Creek, California. United Business Bank (the “Bank”), the wholly owned banking subsidiary, is a California state-chartered bank which provides a broad range of financial services primarily to local small and mid-sized businesses, service professionals and individuals. In the 14 years of operation, the Bank has grown to 17 full service banking branches. The main office is located in Walnut Creek, California and our branch offices are located in Oakland, Castro Valley, Mountain View, Napa, Stockton (2), Pleasanton, Livermore, San Jose, Long Beach, Sacramento, San Francisco and Glendale, California, and Seattle, Washington (2) and Albuquerque, New Mexico. In addition, the Bank has one loan production office in Los Angeles, California. The condensed consolidated financial statements include the accounts of the Company and the Bank. All intercompany transactions and balances have been eliminated in consolidation. The condensed consolidated financial statements include all adjustments of a normal and recurring nature, which are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes normally included in annual financial statements prepared in conformity with accounting principles generally accepted in the United States of America. Accordingly, these condensed consolidated financial statements should be read in conjunction with the condensed consolidated audited financial statements and notes thereto for the year ended December 31, 2017. Results of operations for interim periods are not necessarily indicative of results for the full year. Certain prior year information has been reclassified to conform to current year presentation. The reclassifications had no impact on consolidated net earnings or shareholders’ equity. Revenue Recognition In accordance with Topic 606, revenues are recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services that are promised within each contract and identifies those that contain performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. All of the Company’s revenue from contracts with customers in scope of ASC 606 is recognized in noninterest income and included in our commercial and consumer banking segment. For the three months ended March 31, 2018, the Company recognized $87,000 in deposit fees, and $53,000 in debit card interchange fees considered in scope of ASC 606, and $542,000 of noninterest income considered not in scope of ASC 606. On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period. Accordingly, our condensed consolidated financial statements may not be comparable to companies that comply with such new or revised accounting standards. |
NOTE 2_ ACCOUNTING STANDARDS RE
NOTE 2: ACCOUNTING STANDARDS RECENTLY ISSUED OR ADOPTED | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
NOTE 2: ACCOUNTING STANDARDS RECENTLY ISSUED OR ADOPTED | NOTE 2: ACCOUNTING STANDARDS RECENTLY ISSUED OR ADOPTED In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The most significant change for lessees is the requirement under the new guidance to recognize right-of-use assets and lease liabilities for all leases not considered short-term leases, which is generally defined as a lease term of less than 12 months. This change will result in lessees recognizing right-of-use assets and lease liabilities for most leases currently accounted for as operating leases under current lease accounting guidance. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2018 for public business entities and one year later for all other entities. Early application of the amendments in the ASU is permitted. The Company is currently evaluating the effects of ASU 2016-02 on its financial statements and disclosures. Although an estimate of the impact of the new leasing standard has not yet been determined, upon adoption the Company expects to report increased assets and increased liabilities on its Consolidated Statements of Financial Condition as a result of recognizing right-of-use assets and lease liabilities related to certain banking offices and certain equipment under noncancelable operating lease agreements, however, based on current leases the adoption is not expected to have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326) In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350) In February 2018, FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) In March 2018, FASB issued ASU No. 2018-05, Income Taxes (Topic 740) |
Note 3 - ACQUISITION
Note 3 - ACQUISITION | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 3 - ACQUISITION | Note 3 - ACQUISITION On April 28, 2017, to increase its market area, reduce net funding costs, and improve operating efficiency, the Company acquired all the assets and assumed all the liabilities of First ULB Corp. (“FULB”) and its subsidiary, United Business Bank, FSB. The Company added eight locations including seven full service branches on one loan production office. The branch offices are located in Oakland, San Jose, Sacramento, San Francisco, Glendale, California and Albuquerque, New Mexico and Tukwila, Washington. The loan production office is located in Los Angeles, California. The Company paid a total of $41.9 million comprised of cash of $19.0 million and 1,371,579 shares of its common stock at a price of $16.66 per share in exchange for all of the common shares outstanding of FULB. Each share of FULB common stock was converted into .9733 share of the Company’s common stock. As of the merger date, the fair value of FULB’s consolidated assets totaled approximately $473.1 million and deposits totaled approximately $428.0 million. The fair value of estimates are subject to change during the measurement period, after the acquisition date as additional information relative to the acquisition date fair values becomes available. The merger transaction is accounted for using the acquisition method of accounting for business combinations FASB ASC 805, Business Combinations. The net assets acquired and the liabilities assumed totaled approximately $32.8 million at the date of merger. The Company also assumed the Floating Rate Junior Subordinated Deferrable Interest Debentures issued by FULB (the ”Subordinated Debentures”) which are held by the First ULB Statutory Trust 1 (the “Trust”) and the lease obligation related to each facility. On November 3, 2017, to enhance its market share in the state of Washington, the Company acquired Plaza Bank (“Plaza Bank”) adding one branch office located in Seattle, Washington. The Company issued 626,381 shares of its common stock at a price of $19.10 per share in exchange for the all of the common shares outstanding of Plaza Bank. Each share of Plaza Bank’s common stock outstanding was converted into .084795 share of the Company’s common stock. As of the merger date, the fair value of Plaza Bank’s assets totaled approximately $75.8 million and deposits totaled approximately $54.2 million. The fair value of estimates are subject to change during the measurement period, after the acquisition date as additional information relative to the acquisition date fair values becomes available. The merger transaction is accounted for using the acquisition method of accounting for business combinations FASB ASC 805, Business Combinations. The net assets acquired and the liabilities assumed totaled approximately $10.8 million at the date of merger. The Company assumed the lease obligation related to the branch facility. The following table summarizes the fair value of the assets acquired and liabilities assumed at the acquisition date: FULB Plaza Bank Acquisition Acquisition Date Date April 28, 2017 November 3, 2017 (Dollars in thousands) Fair value of Assets: Cash and due from Banks $27,992 $1,124 Federal funds sold 75,037 - Total cash and cash equivalents 103,029 1,124 Investment securities 30,241 5,772 FHLB stock 2,087 493 Loans 315,970 65,366 Core deposit intangible 4,435 385 Deferred tax asset, including refunds (164) 2,070 Servicing asset 1,282 - BOLI 6,428 - Other assets 9,831 630 Total assets acquired 473,139 75,840 Liabilities: Deposits Noninterest bearing 152,842 17,256 Interest bearing 275,175 36,923 Total deposits 428,017 54,179 Salary continuation plan 764 - Other borrowings 10,775 10,467 Other liabilities 812 350 Total liabilities assumed 440,368 64,996 Common stock issued 22,860 11,964 Cash consideration 19,037 119 Goodwill $9,126 $1,239 Goodwill represents the excess of the estimated fair value of the liabilities assets assumed over the estimated fair value of the assets acquired. The consideration paid represented a premium to the book value of pre-Merger institution’s net assets at the acquisition date. Goodwill is not tax deductible. The following table presents the net assets acquired and the estimated fair value adjustments, which resulted in Goodwill at the acquisition date: FULB Plaza Bank Acquisition Acquisition Date Date April 28, 2017 November 3, 2017 (Dollars in thousands) Book value of net assets acquired $29,321 $8,107 Fair value adjustments: Loans 636 386 Write-down on real estate investment (262) - Time-deposits - (74) Other borrowings - (30) Trust preferred securities 1,045 - Core deposit intangible 4,435 385 Deferred tax assets (2,404) 2,070 Total purchase accounting adjustments 3,450 2,737 Fair value of net assets acquired 32,771 10,844 Common stock issued 22,860 11,964 Cash paid 19,037 119 Total price paid 41,897 12,083 Goodwill $9,126 $1,239 Loans The Company engaged a third party to determine the fair value of loans. The fair values for acquired loans were calculated using a discounted cash flow analysis based on the present value of the expected cash flows utilizing market-derived discount rates and certain assumptions related to expected cash flows including prepayment estimates adjusted based on loan type and seasoning, and probability of default and loss severity. For purchased non-credit impaired (“PNCI”) loans, the total gross contractual amounts receivable was $379.1 million as of the acquisition date. For purchased credit impaired (“PCI”) loans, the total contractual amounts receivable was $8.6 million as of the date of acquisition. The f a The PNCI loans with similar characteristics were grouped together and were treated in the aggregate when applying the discount rate on the expected cash flows. Aggregation factors considered include the type of loan and related collateral, risk classification, fixed or variable interest rate, term of loan and whether or not the loan was amortizing. The discount rates used for the similar groups of loans are based on current market rates for new originations of comparable loans, where available, and include adjustments for credit and liquidity factors. In addition, the guarantee of certain retained U.S. Small Business Administration (“SBA”) guaranteed loans is reflected in the fair value. At the acquisition date, the contractual amount and timing of undiscounted principal and interest payments and the estimated the amount and timing of undiscounted expected principal and interest payments was used to estimate the fair value of PCI loans. The difference between these two amounts represented the nonaccretable difference. On the acquisition date, the amount by which the undiscounted expected cash flows exceed the estimated fair value of the acquired loans is the “accretable yield”. The accretable yield is then measured at each financial reporting date and represented the difference between the remaining undiscounted expected cash flows and the current carrying value of the loans. For PCI loans the accretable yield is accreted into interest income over the life of the estimated remaining cash flows. At each financial reporting date, the carrying value of each PCI loan is compared to an updated estimate of expected principal payment or recovery on each loan. To the extent that the loan carrying amount exceeds the updated expected principal payment or recovery, a provision of loan loss would be recorded as a charge to income and an allowance for loan loss established. The following table reflects contractual cash flows, nonaccretable difference, accretable yield, fair value, purchase discount, and principal balance for the various loan categories as of the acquisition date. For PCI loans, the purchase discount does not necessarily represent cash flows to be collected as a portion of it is a nonaccretable difference: Credit-impaired Non-credit loans impaired loans Total (Dollars in thousands) Contractually required payments $8,577 $379,144 $387,721 Less: nonaccretable difference (966) - (966) Cash flows expected to be collected (undiscounted) 7,611 379,144 386,755 Accretable yield (322) (5,097) (5,419) Fair value of purchased loans $7,289 $374,047 $381,336 Real Estate Investment The acquisition of FULB includes the acquisition of a real estate investment. The real estate was sold after the merger resulting in a fair value adjustment equal to the sale price net of closing expenses. Servicing Assets The acquisition of FULB included the acquisition of loans serviced for others including the SBA. The fair value of the servicing assets were calculated based on the net present value of the servicing income stream using a market-derived discount rate and estimated expected cash flows based on the estimated life of the underlying loans less the estimated cost of servicing plus a normal profit. Core Deposit Intangible The core deposit intangible asset, with an estimated acquisition date fair value of $4.8 million, represents the value ascribed to the long-term deposit relationships acquired and is being amortized over an estimated average useful life of seven years. Retention rates used to arrive at fair values are based on historical attrition analysis of other comparable financial institution’s and management’s assumptions. Generally, a run-off of 5% from beginning balances is assumed for all account types in the first and second year and includes a deposit growth rate of 1%. The core deposit intangible is estimated not to have a significant residual value. Deposits The fair values used for the retail demand deposit accounts and negotiable order of withdrawal or NOW deposits assumed were equal to the amounts payable on demand at the acquisition date. There was no fair value adjustment for FULB’s time deposits as the fair values were equal to the carrying value as of the acquisition date based on the discounted cash flow that applied interest rates offered by market participants as of the acquisition date on time deposits with similar maturity dates. The fair values for time deposits are estimated using a discounted cash flow calculation that applies interest rates offered by market participants as of the acquisition date on time deposits with similar maturity terms as the discount rates. Subordinated Deferrable Interest Debentures The Subordinated Debentures total of $6.4 million had a fair value of $5.4 million. The fair value adjustment of $1,045,000 for the Subordinated Debentures is equal to the discounted cash flow that applied interest rates offered by market participants as of the acquisition date. Pro Forma Results of Operations The operating results of the Company for the year ended December 31, 2017 and 2016 include the operating results of FULB and Plaza Bank since their respective acquisition dates. The following table represents the net interest and other income, basic earnings per share and diluted earning per share as if the acquisition with FULB and Plaza Bank were effective as of January 1, 2017 and 2016 for the respective year in which each acquisition was closed. The unaudited pro forma information in the following table is intended for informational purposes only and is not necessarily indicative of our future operating results for operating results that would have occurred had the mergers been completed at the beginning of each respective year. No assumptions have been applied to the pro forma results of operation regarding possible revenue enhancements, expense efficiencies or asset dispositions. The contribution of the acquired operations from FULB and Plaza to our results of operations for the 2017 is as follows: Proforma Proforma 2017 2016 (Dollars in thousands) Net interest income $47,656 $44,635 Net income 4,387 9,380 Basic earnings per share $0.59 $1.27 Diluted earnings per share 0.59 1.26 These amounts include the acquisition-related third party expenses, accretion of the discounts on acquired loans and amortization of the fair value mark adjustments on core deposit intangible. FULB and Plaza Bank’s results of operations prior to their respective merger dates are not included in the Company’s results for 2017. The contribution shown above excludes allocated overhead and allocated cost of funds. Acquisition-related Expenses Acquisition-related expenses are recognized as incurred and continue until all systems are converted and operational functions become fully integrated. We incurred third-party acquisition-related expenses in the following line items in the statement of income for the year ended December 31, 2017 as follows: FULB Plaza Total (Dollars in thousands) Acquisition related expenses in 2017 Professional fees $349 $225 $574 Data processing 1,586 855 2,441 Severance expense 212 75 287 Other 120 54 174 Total $2,267 $1,209 $3,476 |
NOTE 4 - Investments Available
NOTE 4 - Investments Available for Sale | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
NOTE 4 - Investments Available for Sale | NOTE 4 – INVESTMENTS AVAILABLE FOR SALE The amortized cost and estimated fair values of securities available-for-sale at March 31, 2018 and December 31, 2017 are as follows: Gross Gross Amortized Unrealized Unrealized Fair cost gains losses value (Dollars in thousands) March 31, 2018 Municipal securities $15,859 $74 $(201) $15,732 Mortgage-backed securities 9,593 98 (101) 9,590 Collateralized mortgage obligations 1,104 - (6) 1,098 U.S. Government Agencies 4,989 - (21) 4,968 SBA securites 5,342 64 (5) 5,401 $36,887 $236 $(334) $36,789 Gross Gross Amortized Unrealized Unrealized Fair cost gains losses value (Dollars in thousands) December 31, 2017 Municipal securities $15,910 $182 $(45) $16,047 Mortgage-backed securities 9,621 143 (24) 9,740 Collateralized mortgage obligations 1,758 1 (9) 1,750 U.S. Government Agencies 6,984 - (13) 6,971 SBA securites 5,929 78 (10) 5,997 $40,202 $404 $(101) $40,505 The gross unrealized losses of the available-for-sale investment securities portfolio are summarized according to the duration of the loss period as of March 31, 2018 and December 31, 2017 are as follows: Less than 12 months 12 months or more Total Estimated Unrealized Estimated Unrealized Estimated Unrealized March 31, 2018 Fair Value Loss Fair Value Loss Fair Value Loss (Dollars in thousands) Municipal securities $11,965 $(195) $265 $(6) $12,230 $(201) Mortgage-backed securities 7,116 (101) 28 - 7,144 (101) Collateralized mortgage obligations 1,075 (6) - - 1,075 (6) U.S. Government Agencies 4,976 (21) - - 4,976 (21) SBA securities 141 - 791 (5) 932 (5) Total $25,273 $(323) $1,084 $(11) $26,357 $(334) Less than 12 months 12 months or more Total Estimated Unrealized Estimated Unrealized Estimated Unrealized December 31, 2017 Fair Value Loss Fair Value Loss Fair Value Loss (Dollars in thousands) Municipal securities $4,011 $(39) $267 $(6) $4,278 $(45) Mortgage-backed securities 4,075 (24) - - 4,075 (24) Collateralized mortgage obligations 1,201 (9) - - 1,201 (9) U.S. Government Agencies 6,981 (13) - - 6,981 (13) SBA securities 1,245 (10) - - 1,245 (10) Total $17,513 $(95) $267 $(6) $17,780 $(101) At March 31, 2018, there were five securities in an unrealized loss position for greater than twelve consecutive months. At the same time, there were 60 securities in an unrealized loss position for twelve or less than twelve consecutive months. At December 31, 2017, there was one security in an unrealized loss position for greater than 12 consecutive months, and there were 48 securities in an unrealized loss position for less than 12 consecutive months. Management periodically evaluates each security in an unrealized loss position to determine if the impairment is temporary or other-than-temporary. The unrealized losses are due solely to interest rate changes and the Company does not intend to sell nor expects it will be required to sell investment securities identified with impairments prior to the earliest of forecasted recovery or the maturity of the underlying investment security. Management has determined that no investment security was other-than-temporarily impaired at March 31, 2018 and December 31, 2017. The amortized cost and estimated fair value of available-for-sale debt securities as of March 31, 2018 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Amortized Fair Cost Value (Dollars in thousansd) Available-for-sale: Due in one year or less $3,248 $3,242 Due after one through five years 7,425 7,991 Due after five years through ten years 16,089 14,846 Due after ten years 10,125 10,710 $36,887 $36,789 For the three months ended March 31, 2018 and March 31, 2017, no gross realized gains or losses were recorded. |
NOTE 5 - LOANS
NOTE 5 - LOANS | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
NOTE 5 - LOANS | NOTE 5 - LOANS Loans are summarized as follows at March 31, 2018 and December 31, 2017: March 31, December 31, 2018 2017 (Dollars in thousands) Commercial and industrial $115,144 $113,801 Construction and land 28,353 22,720 Commercial real estate 662,909 669,150 Residential real estate 84,508 84,781 Consumer 97 1,096 Gross loans 891,011 891,548 Net deferred loan fees (432) (469) Allowance for loan losses (4,600) (4,215) Net loans $885,979 $886,864 As of March 31, 2018, and December 31, 2017 the Company’s impaired or non-accrual originated and PCI loans have a related allowance for loss as follows: Unpaid Average Recorded Principal Related Recorded Income Investment Balance Allowance Investment Recognized (Dollars in thousands) March 31, 2018 With no related allowance recorded: Commercial and industrial $- $- $- $- $- Construction and land - - - - - Commercial real estate 866 866 - 890 10 Residential 132 132 - 132 - Consumer - - - - - With an allowance recorded: Commercial and industrial 11 11 11 11 - Construction and land - - - - - Commercial real estate - - - - - Residential - - - - - Consumer - - - - - Unpaid Average Recorded Principal Related Recorded Income Investment Balance Allowance Investment Recognized (Dollars in thousands) December 31, 2017 With no related allowance recorded: Commercial and industrial $- $- $- $- $- Construction and land - - - - - Commercial real estate 1,120 1,228 - 1,147 56 Residential - - - - - Consumer - - - - - With an allowance recorded: Commercial and industrial 13 13 13 13 2 Construction and land Commercial real estate - - - - - Residential - - - - - Consumer - - - - - The amount of interest on impaired loans not collected for the quarters ended March 31, 2018 and 2017 was zero. Nonaccrual loans totaled $229,000 and $179,000 as of March 31, 2018 and December 31, 2017, respectively. Impaired loans on accrual are loans that have been restructured and are performing under modified loan agreements, and principal and interest is determined to be collectible. Nonaccrual loans are loans where principal and interest have been determined to not be fully collectible. The following table presents non-accrual loans for the periods ending March 31, 2018 and December 31, 2017: March 31, December 31, 2018 2017 (Dollars in thousands) Commercial & industrial $11 $13 Construction and land - - Commercial real estate 86 166 Residential 132 - Consumer - - Total non-accrual loans $229 $179 The following table presents loans by class modified as troubled debt restructuring (“TDR”) including any subsequent defaults during the period ending March 31, 2018 and December 31, 2017: March 31, December 31, 2018 2017 (Dollars in thousands) Commercial and industrial $11 $13 Construction and land - - Commercial real estate 780 1,032 Residential - - Consumer - - Total TDR's $791 $1,045 There were no commitments for additional funding of TDR loans as of March 31, 2018. There were no payment defaults during the three months ended March 31, 2018 that were related to receivables modified as TDR in the last three months. As of March 31, 2018, there were no loans modified within the previous twelve months and for which there was a payment default during the period. Purchase Credit Impaired Loans As part of acquisitions, the Company has purchased loans, some of which have shown evidence of credit deterioration since origination and it is probable at the acquisition that all contractually requirement payments would not be collected. The carrying amount and unpaid balance of PCI loans are as follows: March 31,2018 December 31,2017 Unpaid Unpaid Principal Carrying Principal Carrying Balance Value Balance Value (Dollars in thousands) Commercial and industrial $139 $3 $149 $2 Construction and land - - - - Commercial real estate 16,321 13,765 17,268 14,313 Residential - - - - Consumer - - - - Total purchased credit impaired loans $16,460 $13,768 $17,417 $14,315 The following tables summarize the Company’s allowance for loan losses for the three months ended March 31, 2018: As of and For the Three Months Ended March 31, 2018 Commercial Construction Commercial and Industrial and Land Real Estate Residential Consumer Unallocated Total (Dollars in thousands) Allowance for loan losses Allowance for loan losses $841 $199 $2,620 $150 $3 $402 $4,215 Charge-offs - - - - - - - Recoveries 131 - - - - - 131 Provision for loan losses 33 52 162 10 (3) - 254 Allowance for loan losses $1,005 $251 $2,782 $160 $- $402 $4,600 Allowance for loan losses related to: Loans individually evaluated for impairment $11 $- $- $- $- $- $11 Loans collectively evaluated for impairment 994 251 2,782 160 - 402 4,589 PCI loans - - - - - - - Balance of loans: Invidually evaluated for impairment 11 - 866 132 - - 1,009 Collectively evaluated for impairment 115,131 28,354 649,816 83,086 97 - 876,484 PCI loans 3 - 12,475 1,290 - - 13,768 Balance of loans collectively evaluated for impairment 115,134 28,354 662,291 84,376 97 - 890,252 Total $115,145 $28,354 $663,157 $84,508 $97 $- $891,261 The following table summarizes the Company’s allowance for loan losses for the year ended December 31, 2017 and the three months ended March 31, 2017: December 31, 2017 Commercial Construction Commercial and Industrial and Land Real Estate Residential Consumer Unallocated Total (Dollars in thousands) Allowance for loan losses: Allowance for loan losses $1,011 $287 $2,105 $151 $4 $217 $3,775 Charge-offs (63) - (3) - (1) - (67) Recoveries 45 - - - - - 45 Provision for loan losses (152) (88) 593 (1) - 110 462 Allowance for loan losses $841 $199 $2,695 $150 $3 $327 $4,215 Allowance for loan losses related to: Loans individually evaluated for impairment $13 $- $- $- $- $- $13 Loans collectively evaluated for impairment 828 199 2,695 150 3 327 4,202 PCI loans - - - - - - - Balance of loans: Invidually evaluated for impairment 13 - 1,120 - - - 1,133 Collectively evaluated for impairment 114,357 22,720 657,686 83,486 1,096 - 879,345 PCI loans 3 - 13,017 1,295 - - 14,315 Balance of loans collectively evaluated for impairment 114,360 22,720 670,703 84,781 1,096 - 893,660 Total $114,373 $22,720 $671,823 $84,781 $1,096 $- $894,793 March 31, 2017 Commercial Construction Commercial and Industrial and Land Real Estate Residential Consumer Unallocated Total (Dollars in thousands) Allowance for loan losses Allowance for loan losses $1,011 $287 $2,105 $151 $4 $217 $3,775 Charge-offs - - (3) - - - (3) Recoveries 10 - - - - - 10 Provision for loan losses (84) (8) 245 (12) (2) 4 143 Allowance for loan losses $937 $279 $2,347 $139 $2 $221 $3,925 Allowance for loan losses related to: Loans individually evaluated for impairment $25 $- $- $- $- $- $25 Loans collectively evaluated for impairment 912 279 2,347 139 2 221 3,900 PCI loans - - - - - - Balance of loans: Invidually evaluated for impairment 268 - 724 - - - 992 Collectively evaluated for impairment 73,464 20,878 403,015 27,977 1,125 - 526,459 PCI loans 2 - 6,624 1,457 - - 8,083 Balance of loans collectively evaluated for impairment 73,466 20,878 409,639 29,434 1,125 - 534,542 Total $73,734 $20,878 $410,363 $29,434 $1,125 $- $535,534 Risk rating system Each loan is assigned a risk grade based on its characteristics. Loans with low to average credit risk are assigned a lower risk grade than those with higher credit risk as determined by the individual loan characteristics. The Company’s Pass loans includes loans with acceptable business or individual credit risk where the borrower’s operations, cash flow or financial condition provides evidence of low to average levels of risk. A Special mention asset has potential weaknesses that deserve close attention. If left uncorrected, these potential weaknesses may result in a deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date. Special Mention assets are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification. A Special Mention rating should be a temporary rating, pending the occurrence of an event that would cause the risk rating to either improve or to be downgraded. A Substandard asset is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged. Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Assets are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. The potential loss does not have to be recognizable in an individual credit for that credit to be risk rated substandard. Any asset classified Doubtful has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and value, highly questionable and improbable. Doubtful assets have a high probability of loss, yet certain important and reasonably specific pending factors may work toward the strengthening of the asset. Losses are recognized as charges to the allowance when the loan or portion of the loan is considered uncollectible or at the time of foreclosure. Recoveries on loans receivable previously charged off are credited to the allowance for loan losses. The following table provides an aging of the Company's loan receivable as of March 31, 2018 and December 31, 2017: Recorded Greater Investment > 30-59 Days 60-89 Days Than Total Past Total Loans 90 Days and Past Due Past Due 90 Days Due Current PCI Loans Receivable Accruing (Dollars in thousands) March 31, 2018 Commercial and industrial $149 $95 $- $244 $114,898 $3 $115,144 $- Construction and land - - - - 28,354 - 28,354 - Commercial real estate 1,222 - - 1,222 649,460 12,475 663,158 - Residential 132 - - 132 83,086 1,290 84,508 - Consumer 3 - - 3 94 - 97 - Total $1,506 $95 $- $1,601 $875,892 $13,768 $891,261 $- December 31, 2017 Commercial and industrial $96 $- $- $96 $114,274 $3 $114,373 $- Construction and land - - - - 22,720 - 22,720 - Commercial real estate 1,446 - - 1,446 657,360 13,017 671,823 - Residential 349 - - 349 83,137 1,295 84,781 - Consumer 3 - - 3 1,093 - 1,096 - Total $1,894 $- $- $1,894 $878,584 $14,315 $894,793 $- At March 31, 2018 and December 31, 2017 there were no loans that were 90 days or more past due where interest was still accruing. As of March 31, 2018, and December 31, 2017 nonaccrual loans totaling $229,000 and $179,000 respectively, were not past due and are reflected in the current category. The following tables represent the internally assigned grade by class of loans as of March 31, 2018 and December 31, 2017: Special Total March 31, 2018 Pass Mention Substandard Doubtful loans (Dollars in thousands) Commercial and industrial $110,354 $781 $4,010 $- $115,145 Construction and land 25,466 - 2,887 - 28,353 Commercial real estate 655,931 3,765 3,462 - 663,158 Residential real estate 84,376 - 132 - 84,508 Consumer loans 97 - - - 97 Totals $876,224 $4,545 $10,491 $- $891,261 Special December 31, 2017 Pass Mention Substandard Doubtful Total (Dollars in thousands) Commercial and industrial $112,650 $807 $916 $- $114,373 Construction and land 19,833 - 2,887 - 22,720 Commercial real estate 664,551 4,058 3,214 - 671,823 Residential real estate 84,781 - - - 84,781 Consumer loans 1,096 - - - 1,096 Total $882,911 $4,865 $7,017 $- $894,793 |
NOTE 6 - BORROWINGS
NOTE 6 - BORROWINGS | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
NOTE 6 - BORROWINGS | NOTE 6 – BORROWINGS At March 31, 2018 the Company had a secured term borrowing totaling $6.0 million which was subsequently repaid. The Company has an approved secured borrowing facility with the FHLB for up to 25% of total assets for a term not to exceed five years under a blanket lien of certain types of loans. There were no outstanding borrowings under this facility at March 31, 2018 and December 31, 2017. As of March 31, 2018, the FHLB had issued a letter of credit on behalf of the Bank totaling $7.45 million as collateral for local agency deposits. The Company has four Federal Funds lines with available commitments totaling $65.0 million with four correspondent banks . There are no amounts outstanding under these facilities at March 31, 2018 and December 31, 2017. |
Note 7 - Junior Subordinated De
Note 7 - Junior Subordinated Deferrable Interest Debentures | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 7 - Junior Subordinated Deferrable Interest Debentures | NOTE 7– JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES The Company has an investment in the First ULB Statutory Trust I (the “Trust”) that is accounted for under the equity method. The Company acquired the Trust in the acquisition of FULB. The Trust is a Delaware business formed with capital of $192,000 for the sole purpose of issuing trust preferred securities fully and unconditionally guaranteed by the Company. The Trust issued 6,200 Floating Rate Capital Trust Pass-Through Securities (“Trust Preferred Securities”), with a liquidation value of $1,000 per security, for gross proceeds of $6.2 million . The entire proceeds of the issuance were invested by the Trust in $6.4 million of Subordinated Debentures issued by FULB andf assumed by the Company in the FULB acquisition, with identical maturities, repricing and payment terms as the Trust Preferred Securities. The Subordinated Debentures mature on September 15, 2034, bear a current interest rate of 4.83% (based on 3-months Libor plus 2.5%), with quarterly repricing. The Subordinated Debentures are redeemable by the Company subject to prior approval from the Federal Reserve Board of Governors (“Federal Reserve”), on any March 15, June 15, September 15, or December 15. The redemption price is par plus accrued and unpaid interest, except in the case of redemption under special event which is defined in the debenture. The Trust Preferred Securities are subject to mandatory redemption to the extent of any early redemption of the Subordinated Debentures and upon maturity of the Subordinated Debentures on September 15, 2034. As of March 31, 2018 the Trust Preferred Securities had an outstanding balance, net of mark-to-market, totaling $5.4 million . Holders of the Trust Preferred Securities are entitled to a cumulative cash distribution on the liquidation amount of $1,000 per security for each successive period beginning on March 15, June 15, September 15 and December 15 of each year. The Company also has the right to defer the payment of interest on each of the Subordinated Debentures for a period not to exceed 20 consecutive quarters, provided that the deferral period does not extend beyond the stated maturity date. During such deferral period, distributions on the corresponding Trust Preferred Securities will also be deferred and the Company may not pay cash dividends to the holders of shares of the Company’s common stock. The Company has guaranteed, on a subordinated basis, distributions and other payments due on the Trust Preferred Securities. |
NOTE 8 - EQUITY INCENTIVE PLANS
NOTE 8 - EQUITY INCENTIVE PLANS | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
NOTE 8 - EQUITY INCENTIVE PLANS | NOTE 8 – EQUITY INCENTIVE PLANS 2017 Omnibus Equity Incentive Plan The shareholders approved the Omnibus Equity Incentive Plan (“2017 Plan”) in November 2017. The 2017 Plan provides for the awarding by the Company’s Board of Directors of equity incentive awards to employees and non-employee directors. An equity incentive award may be an option, stock appreciation rights, restricted stock units, stock award, other stock-based award or performance award granted under the 2017 Plan. Factors considered by the Board in awarding equity incentives to officers and employees include the performance of the Company, the employee’s or officer’s job performance, the importance of his or her position, and his or her contribution to the organization’s goals for the award period. Generally, awards are restricted and have a vesting period of no longer than ten years. Subject to adjustment as provided in the 2017 Plan, the maximum number of shares of common stock that may be delivered pursuant to awards granted under the 2017 Plan is 450,000 . The 2017 Plan provides for an annual restricted stock grant limits to officers, employees and directors. The annual stock grant limit per person for officers and employees is the lessor of 50,000 shares or a value of $2.0 million, and per person for directors the maximum is 25,000 shares. All unvested restricted shares outstanding vest in the event of a change in control of the Company. During the three months ended March 31, 2018, 15,232 shares of restricted stock were awarded and no stock options were granted. Awarded shares of restricted stock vest over (i) a one-year period following the date of grant, in the case of the non-employee directors, and (ii) a three-year period following the date of grant, with the initial vesting occurring on the one-year anniversary of the date of grant, in the case of the executive officers. 2014 Omnibus Equity Incentive Plan In 2014, the shareholders approved the Omnibus Equity Incentive Plan (the “2014 Plan”). A total of 148,962 equity incentive awards have been granted under the 2014 Plan. The awards are shares of restricted stock and have a vesting period of one to five years. No future equity awards will be made from the 2014 Plan. The Company recognizes compensation expense for the restricted stock awards based on the fair value of the shares at the award date. For the three months ended March 31, 2018 and 2017, total compensation expense for these plans was $146,200 and $91,600, respectively. As of March 31, 2018, there was $1.1 million of total unrecognized compensation cost related to non-vested shares granted as restricted stock awards. The cost is expected to be recognized over the remaining weighted-average vesting period of approximately two years. The following table provides a summary of changes in non-vested restricted stock awards for the three months ended March 31, 2018: For the Three Months Ended March 31, 2018 Weighted- Average Grant Date Shares Fair Value Non-vested at January 1, 2018 67,481 $13.51 Granted 15,232 19.45 Vested (8,706) 13.40 Non-vested at March 31, 2018 74,007 Expected to vest assuming no forfeiture over the vesting term 74,007 The following table provides a summary of changes in non-vested restricted stock awards for the three months ended March 31, 2017: For the Three Months Ended March 31, 2017 Weighted-Average Grant Date Shares Fair Value Non-vested at January 1, 2017 68,650 $11.51 Granted 16,865 14.86 Vested (5,333) 12.47 Non-vested at March 31, 2017 80,182 Expected to vest assuming a no forfeiture over the vesting term 80,182 |
NOTE 9 - EARNINGS PER SHARE CAL
NOTE 9 - EARNINGS PER SHARE CALCULATION | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
NOTE 9 - EARNINGS PER SHARE CALCULATION | NOTE 9 – EARNINGS PER SHARE CALCULATION Earnings per common share (“EPS”) are computed based on the weighted average number of common shares outstanding during the period. Basic EPS excludes dilution and is computed by dividing net earnings available to common stockholders by the weighted average of common shares outstanding. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The number of potential common shares included in the quarterly diluted EPS is computed using the average market price during the three months included in the reporting period under the treasury stock method. The number of potential common shares included in year-to-date diluted EPS is a year-to-date weighted average of potential shares included in each quarterly diluted EPS computation. Dilutive income per share includes the effect of stick options and other potentially dilutive securities using the treasury stock method. There two forms of outstanding common stock and unvested restricted stock rewards. Holders of unvested restricted stock awards receive non-forfeitable dividends at the same rate as common shareholders and they both share equally in undistributed earnings. Under the two-class method, the inference in EPS is not significant for these participating securities. stock awards All common stock equivalents are anti-dilutive when a net loss occurs. Earnings per share have been computed based on the following: Three months ended March 31, 2018 2017 (Dollars in thousands) Net income $4,069 $1,416 Weighted Average number of shares outstanding 7,512,227 5,397,930 Diluted effect of restrictive stock grants - 13,624 Average number of shares outstanding used to calculate diluted earnings per share 7,512,227 5,411,554 |
NOTE 10 - FAIR VALUE MEASUREMEN
NOTE 10 - FAIR VALUE MEASUREMENT | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
NOTE 10 - FAIR VALUE MEASUREMENT | NOTE 10 – FAIR VALUE MEASUREMENT The following table Level 1 Level 2 Level 3 In certain cases, the inputs used to measure fair value may fall into different levels of the hierarchy. In such cases, the lowest level of inputs that is significant to the measurement is used to determine the hierarchy for the entire asset or liability. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with our quarterly valuation process. There were no transfers between levels during 2018 or 2017. The following assets are measured at fair value on a recurring basis: As of March 31, 2018 Description of Financial Instruments: Total Level 1 Level 2 Level 3 (Dollars in thousands) Municipal securities $15,732 $- $15,732 $- Mortgage-backed securities 9,590 - 9,590 - Collateralized mortgage obligations 1,098 - 1,098 - U.S. Government Agencies 4,968 - 4,968 - SBA securites 5,401 - 5,401 - Total assets measured at fair value $36,789 $- $36,789 $- As of December 31, 2017 Description of Financial Instruments: Total Level 1 Level 2 Level 3 (Dollars in thousands) Municipal securities $16,047 $- $16,047 $- Mortgage-backed securities 9,740 - 9,740 - Collateralized mortgage obligations 1,750 - 1,750 - U.S. Government Agencies 6,971 - 6,971 - SBA securities 5,997 - 5,997 - Total assets measured at fair value $40,505 $- $40,505 $- Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. The following tables present the recorded amounts of impaired loans measured at fair value on a non-recurring basis: As of March 31, 2018 Total Level 1 Level 2 Level 3 (Dollars in thousands) Commercial and industrial loans $- $- $- $- Construction and land - - - - Commercial real estate 821 - - 821 Residential 99 - - 99 Consumer - - - - Total impaired assets measured at fair value $920 $- $- $920 As of December 31, 2017 Total Level 1 Level 2 Level 3 (Dollars in thousands) Commercial and industrial loans $- $- $- $- Construction and land - - - - Commercial real estate 1,120 - - 1,120 Residential - - - - Consumer - - - - Total impaired assets measured at fair value $1,120 $- $- $1,120 The Bank does not record loans at fair value. However, from time to time, if a loan is considered impaired, a specific allocation within the allowance for loan losses may be required. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value and cash flows. Those impaired loans not requiring an allowance represent loans for which the value of the expected repayments or collateral equals or exceeds the recorded investments in such loans. Impaired loans where an allowance is established based on the fair value of collateral or when the impaired loan has been written down to fair value require classification in the fair value hierarchy. If the fair value of the collateral is based on a non-observable market price or a current appraised value, the Bank records the impaired loans as nonrecurring Level 3. When an appraised value is not available, or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Bank also records the impaired loans as nonrecurring Level 3. Fair Values of Financial Instruments. There have been no significant changes in valuation techniques during the periods reported. The following methods and assumptions were used to estimate the fair value disclosure for financial instruments: Cash and cash equivalents - Cash and cash equivalents include cash and due from banks, interest bearing deposits in banks, and Fed funds sold, and are valued at their carrying amounts because of the short-term nature of these instruments. Interest bearing deposits in financial institutions - Interest bearing deposits in financial institutions are valued based on quoted interest rates for comparable instruments with similar remaining maturities. Investment Securities - The fair value of available of sale securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are estimated using quoted market prices for similar securities and indications of value provides by brokers. Other equity securities - The carrying value of the FHLB and FRB stock approximates the fair value because the stock is redeemable at par. Loans – Loans with variable interest rates are valued at the current carrying value, because these loans are regularly adjusted to market rates. The fair value of fixed rate with remaining maturities in excess of one year is estimated by discounting the future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings for the same remaining maturities. The allowance for loan losses is considered to be a reasonable estimate of the loan discount related to credit risk. Accrued interest receivable and payable - The accrued interest receivable and payable balance approximates its fair value. Deposits - The fair value of non-interest bearing deposits, interest bearing transaction accounts and savings accounts is the amount payable on demand at the reporting date. The fair value of time deposits is estimated by discounting the future cash flows using current rates offered for deposits of similar remaining maturities. Other borrowings - The fair value is estimated by discounting the future cash flows using current rates offered for similar borrowings. The discount rate is equal to the market rate of currently offered similar products. This is an adjustable rate borrowing and adjusts to market on a quarterly basis. Junior Subordinated Deferrable Interest Debentures - The fair value of the Subordinated Debentures is determined based on rates and/or discounted cash flow analysis using interest rates offered in inactive markets for instruments of a similar maturity and structure resulting in a Level 3 classification. The Subordinated Debentures are carried at their current carrying value, because the Subordinated Debentures regularly adjust to market rates. Undisbursed loan commitments and standby letters of credit - The fair value of the off-balance sheet items is based on discounted cash flows of expected fundings. Loans held for sale - Loans held for sale are carried at the lower of cost or fair value. The fair value of loans held for sale is based on what the secondary markets are currently offering for loans with similar characteristics. As such, the Bank classifies those loans subjected to nonrecurring fair value adjustments as Level 2. Non-financial assets and liabilities defined by the FASB ASC 820, Fair Value measurements, such as Bank premises and equipment, deferred taxes, and other liabilities are excluded from the table. In addition, we have not disclosed the fair value of financial instruments specifically. The following table provides summary information on the estimated fair value of financial instruments at March 31, 2018: Carrying Fair Fair value measurements amount value Level 1 Level 2 Level 3 (Dollars in thousands) Financial assets: Cash and cash equivalents $255,551 $255,551 $255,551 $- $- Interest-bearing deposits with financial institutions 1,245 1,245 1,245 - - Investment securities available for sale 36,789 36,789 - 36,789 - Loans, net 885,979 889,275 - - 889,275 Loans held for sale 250 250 - 250 - Other equity securities 8,125 8,125 - 8,125 - Accrued interest receivable 4,984 4,984 - 4,984 - Financial liabilities: Deposits 1,098,265 1,099,093 878,753 220,340 - Subordinated Debentures 5,402 5,412 - - 5,412 Other borrowings 6,000 6,000 - - 6,000 Accrued interest payable 149 149 - 149 - Off-balance-sheet liabilities: Undisbursed loan commitments, lines of credit, standby letters of credit 310 310 - - 310 The carrying amount of loans includes $229,000 of nonaccrual loans (loans that are not accruing interest) as of March 31, 2018. The fair value of nonaccrual loans is based on the collateral values that secure the loans or the cash flows expected to be received. The following table provides summary information on the estimated fair value of financial instruments at December 31, 2017: Carrying Fair Fair value measurements amount value Level 1 Level 2 Level 3 (Dollars in thousands) Financial assets: Cash and cash equivalents $249,853 $249,853 $249,853 $- $- Interest-bearing deposits with financial institutions 1,743 1,743 1,743 - - Securities available for sale 40,505 40,505 - 40,505 - Other equity securities 7,759 7,759 - 7,759 - Loans, net 886,864 883,361 - - 883,361 Loans held for sale 3,245 3,245 - 3,245 - Accrued interest receivable 3,002 3,002 - 3,002 - Financial liabilities: Deposits 1,104,305 1,104,665 875,506 229,159 - Subordinated Debentures 5,387 5,387 - - 5,387 Other borrowings 6,000 6,000 - - 6,000 Accrued interest payable 141 141 - 141 - Off-balance-sheet liabilities: Undisbursed loan commitments, lines of credit, standby letters of credit and Mastercard lines of credit 310 310 - - 310 The carrying amounts of loans include $179,000 of nonaccrual loans (loans that are not accruing interest) as of December 31, 2017. The fair value of nonaccrual loans is based on the collateral values that secure the loans or the cash flows expected to be received. |
NOTE 11 - SUBSEQUENT EVENTS
NOTE 11 - SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
NOTE 11 - SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS On May 8, 2018, the Company completed an initial public offering of 3,278,900 shares of common stock at a price to the public of $22.00 per share, including 427,682 shares pursuant to the full exercise by the underwriters of their option to purchase additional shares of common stock from the Company. Net proceeds to the Company were approximately $66.8 million. All of the shares issued and sold in the initial public offering were registered under the Securities Act pursuant to a Registration Statement on Form S-1 (File No. 333-224236), which was declared effective by the SEC on May 4, 2018. |
NOTE 1 - BASIS OF PRESENTATION_
NOTE 1 - BASIS OF PRESENTATION: Business Description and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Business Description and Basis of Presentation | BayCom Corp (the “Company”) is a bank holding company headquartered in Walnut Creek, California. United Business Bank (the “Bank”), the wholly owned banking subsidiary, is a California state-chartered bank which provides a broad range of financial services primarily to local small and mid-sized businesses, service professionals and individuals. In the 14 years of operation, the Bank has grown to 17 full service banking branches. The main office is located in Walnut Creek, California and our branch offices are located in Oakland, Castro Valley, Mountain View, Napa, Stockton (2), Pleasanton, Livermore, San Jose, Long Beach, Sacramento, San Francisco and Glendale, California, and Seattle, Washington (2) and Albuquerque, New Mexico. In addition, the Bank has one loan production office in Los Angeles, California. The condensed consolidated financial statements include the accounts of the Company and the Bank. All intercompany transactions and balances have been eliminated in consolidation. The condensed consolidated financial statements include all adjustments of a normal and recurring nature, which are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes normally included in annual financial statements prepared in conformity with accounting principles generally accepted in the United States of America. Accordingly, these condensed consolidated financial statements should be read in conjunction with the condensed consolidated audited financial statements and notes thereto for the year ended December 31, 2017. Results of operations for interim periods are not necessarily indicative of results for the full year. Certain prior year information has been reclassified to conform to current year presentation. The reclassifications had no impact on consolidated net earnings or shareholders’ equity. |
NOTE 1 - BASIS OF PRESENTATIO21
NOTE 1 - BASIS OF PRESENTATION: Revenue Recognition, Policy (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Revenue Recognition, Policy | Revenue Recognition In accordance with Topic 606, revenues are recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services that are promised within each contract and identifies those that contain performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. All of the Company’s revenue from contracts with customers in scope of ASC 606 is recognized in noninterest income and included in our commercial and consumer banking segment. For the three months ended March 31, 2018, the Company recognized $87,000 in deposit fees, and $53,000 in debit card interchange fees considered in scope of ASC 606, and $542,000 of noninterest income considered not in scope of ASC 606. On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period. Accordingly, our condensed consolidated financial statements may not be comparable to companies that comply with such new or revised accounting standards. |
NOTE 2_ ACCOUNTING STANDARDS 22
NOTE 2: ACCOUNTING STANDARDS RECENTLY ISSUED OR ADOPTED: New Accounting Pronouncements, Policy (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
New Accounting Pronouncements, Policy | In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The most significant change for lessees is the requirement under the new guidance to recognize right-of-use assets and lease liabilities for all leases not considered short-term leases, which is generally defined as a lease term of less than 12 months. This change will result in lessees recognizing right-of-use assets and lease liabilities for most leases currently accounted for as operating leases under current lease accounting guidance. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2018 for public business entities and one year later for all other entities. Early application of the amendments in the ASU is permitted. The Company is currently evaluating the effects of ASU 2016-02 on its financial statements and disclosures. Although an estimate of the impact of the new leasing standard has not yet been determined, upon adoption the Company expects to report increased assets and increased liabilities on its Consolidated Statements of Financial Condition as a result of recognizing right-of-use assets and lease liabilities related to certain banking offices and certain equipment under noncancelable operating lease agreements, however, based on current leases the adoption is not expected to have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326) In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350) In February 2018, FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) In March 2018, FASB issued ASU No. 2018-05, Income Taxes (Topic 740) |
Note 3 - ACQUISITION_ Business
Note 3 - ACQUISITION: Business Combinations Policy (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
First ULB Corp | |
Business Combinations Policy | On April 28, 2017, to increase its market area, reduce net funding costs, and improve operating efficiency, the Company acquired all the assets and assumed all the liabilities of First ULB Corp. (“FULB”) and its subsidiary, United Business Bank, FSB. The Company added eight locations including seven full service branches on one loan production office. The branch offices are located in Oakland, San Jose, Sacramento, San Francisco, Glendale, California and Albuquerque, New Mexico and Tukwila, Washington. The loan production office is located in Los Angeles, California. The Company paid a total of $41.9 million comprised of cash of $19.0 million and 1,371,579 shares of its common stock at a price of $16.66 per share in exchange for all of the common shares outstanding of FULB. Each share of FULB common stock was converted into .9733 share of the Company’s common stock. As of the merger date, the fair value of FULB’s consolidated assets totaled approximately $473.1 million and deposits totaled approximately $428.0 million. The fair value of estimates are subject to change during the measurement period, after the acquisition date as additional information relative to the acquisition date fair values becomes available. The merger transaction is accounted for using the acquisition method of accounting for business combinations FASB ASC 805, Business Combinations. The net assets acquired and the liabilities assumed totaled approximately $32.8 million at the date of merger. The Company also assumed the Floating Rate Junior Subordinated Deferrable Interest Debentures issued by FULB (the ”Subordinated Debentures”) which are held by the First ULB Statutory Trust 1 (the “Trust”) and the lease obligation related to each facility. |
Plaza Bank | |
Business Combinations Policy | On November 3, 2017, to enhance its market share in the state of Washington, the Company acquired Plaza Bank (“Plaza Bank”) adding one branch office located in Seattle, Washington. The Company issued 626,381 shares of its common stock at a price of $19.10 per share in exchange for the all of the common shares outstanding of Plaza Bank. Each share of Plaza Bank’s common stock outstanding was converted into .084795 share of the Company’s common stock. As of the merger date, the fair value of Plaza Bank’s assets totaled approximately $75.8 million and deposits totaled approximately $54.2 million. The fair value of estimates are subject to change during the measurement period, after the acquisition date as additional information relative to the acquisition date fair values becomes available. The merger transaction is accounted for using the acquisition method of accounting for business combinations FASB ASC 805, Business Combinations. The net assets acquired and the liabilities assumed totaled approximately $10.8 million at the date of merger. The Company assumed the lease obligation related to the branch facility. |
Note 3 - ACQUISITION_ Acquisiti
Note 3 - ACQUISITION: Acquisition Loans (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Acquisition Loans | Loans The Company engaged a third party to determine the fair value of loans. The fair values for acquired loans were calculated using a discounted cash flow analysis based on the present value of the expected cash flows utilizing market-derived discount rates and certain assumptions related to expected cash flows including prepayment estimates adjusted based on loan type and seasoning, and probability of default and loss severity. For purchased non-credit impaired (“PNCI”) loans, the total gross contractual amounts receivable was $379.1 million as of the acquisition date. For purchased credit impaired (“PCI”) loans, the total contractual amounts receivable was $8.6 million as of the date of acquisition. The f a The PNCI loans with similar characteristics were grouped together and were treated in the aggregate when applying the discount rate on the expected cash flows. Aggregation factors considered include the type of loan and related collateral, risk classification, fixed or variable interest rate, term of loan and whether or not the loan was amortizing. The discount rates used for the similar groups of loans are based on current market rates for new originations of comparable loans, where available, and include adjustments for credit and liquidity factors. In addition, the guarantee of certain retained U.S. Small Business Administration (“SBA”) guaranteed loans is reflected in the fair value. At the acquisition date, the contractual amount and timing of undiscounted principal and interest payments and the estimated the amount and timing of undiscounted expected principal and interest payments was used to estimate the fair value of PCI loans. The difference between these two amounts represented the nonaccretable difference. On the acquisition date, the amount by which the undiscounted expected cash flows exceed the estimated fair value of the acquired loans is the “accretable yield”. The accretable yield is then measured at each financial reporting date and represented the difference between the remaining undiscounted expected cash flows and the current carrying value of the loans. For PCI loans the accretable yield is accreted into interest income over the life of the estimated remaining cash flows. At each financial reporting date, the carrying value of each PCI loan is compared to an updated estimate of expected principal payment or recovery on each loan. To the extent that the loan carrying amount exceeds the updated expected principal payment or recovery, a provision of loan loss would be recorded as a charge to income and an allowance for loan loss established. The following table reflects contractual cash flows, nonaccretable difference, accretable yield, fair value, purchase discount, and principal balance for the various loan categories as of the acquisition date. For PCI loans, the purchase discount does not necessarily represent cash flows to be collected as a portion of it is a nonaccretable difference: Credit-impaired Non-credit loans impaired loans Total (Dollars in thousands) Contractually required payments $8,577 $379,144 $387,721 Less: nonaccretable difference (966) - (966) Cash flows expected to be collected (undiscounted) 7,611 379,144 386,755 Accretable yield (322) (5,097) (5,419) Fair value of purchased loans $7,289 $374,047 $381,336 |
Note 3 - ACQUISITION_ Acquired
Note 3 - ACQUISITION: Acquired Real Estate Investment (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Acquired Real Estate Investment | Real Estate Investment The acquisition of FULB includes the acquisition of a real estate investment. The real estate was sold after the merger resulting in a fair value adjustment equal to the sale price net of closing expenses. |
Note 3 - ACQUISITION_ Acquire26
Note 3 - ACQUISITION: Acquired Servicing Assets (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Acquired Servicing Assets | Servicing Assets The acquisition of FULB included the acquisition of loans serviced for others including the SBA. The fair value of the servicing assets were calculated based on the net present value of the servicing income stream using a market-derived discount rate and estimated expected cash flows based on the estimated life of the underlying loans less the estimated cost of servicing plus a normal profit. |
Note 3 - ACQUISITION_ Acquire27
Note 3 - ACQUISITION: Acquired Core Deposit Intangible (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Acquired Core Deposit Intangible | Core Deposit Intangible The core deposit intangible asset, with an estimated acquisition date fair value of $4.8 million, represents the value ascribed to the long-term deposit relationships acquired and is being amortized over an estimated average useful life of seven years. Retention rates used to arrive at fair values are based on historical attrition analysis of other comparable financial institutionÂ’s and managementÂ’s assumptions. Generally, a run-off of 5% from beginning balances is assumed for all account types in the first and second year and includes a deposit growth rate of 1%. The core deposit intangible is estimated not to have a significant residual value. |
Note 3 - ACQUISITION_ Acquire28
Note 3 - ACQUISITION: Acquired Deposits (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Acquired Deposits | Deposits |
Note 3 - ACQUISITION_ Acquire29
Note 3 - ACQUISITION: Acquired Subordinated Debentures (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Acquired Subordinated Debentures | Subordinated Deferrable Interest Debentures The Subordinated Debentures total of $6.4 million had a fair value of $5.4 million. The fair value adjustment of $1,045,000 for the Subordinated Debentures is equal to the discounted cash flow that applied interest rates offered by market participants as of the acquisition date. |
Note 3 - ACQUISITION_ Acquire30
Note 3 - ACQUISITION: Acquired Pro Forma Results of Operations (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Acquired Pro Forma Results of Operations | Pro Forma Results of Operations The operating results of the Company for the year ended December 31, 2017 and 2016 include the operating results of FULB and Plaza Bank since their respective acquisition dates. The following table represents the net interest and other income, basic earnings per share and diluted earning per share as if the acquisition with FULB and Plaza Bank were effective as of January 1, 2017 and 2016 for the respective year in which each acquisition was closed. The unaudited pro forma information in the following table is intended for informational purposes only and is not necessarily indicative of our future operating results for operating results that would have occurred had the mergers been completed at the beginning of each respective year. No assumptions have been applied to the pro forma results of operation regarding possible revenue enhancements, expense efficiencies or asset dispositions. |
NOTE 4 - Investments Availabl31
NOTE 4 - Investments Available for Sale: Unrealized Loss Position Securities (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Unrealized Loss Position Securities | At March 31, 2018, there were five securities in an unrealized loss position for greater than twelve consecutive months. At the same time, there were 60 securities in an unrealized loss position for twelve or less than twelve consecutive months. At December 31, 2017, there was one security in an unrealized loss position for greater than 12 consecutive months, and there were 48 securities in an unrealized loss position for less than 12 consecutive months. Management periodically evaluates each security in an unrealized loss position to determine if the impairment is temporary or other-than-temporary. The unrealized losses are due solely to interest rate changes and the Company does not intend to sell nor expects it will be required to sell investment securities identified with impairments prior to the earliest of forecasted recovery or the maturity of the underlying investment security. Management has determined that no investment security was other-than-temporarily impaired at March 31, 2018 and December 31, 2017. |
NOTE 5 - LOANS_ Impaired Financ
NOTE 5 - LOANS: Impaired Financing Receivable, Policy (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Impaired Financing Receivable, Policy | The amount of interest on impaired loans not collected for the quarters ended March 31, 2018 and 2017 was zero. |
NOTE 5 - LOANS_ Loans and Lease
NOTE 5 - LOANS: Loans and Leases Receivable, Nonaccrual Loan and Lease Status, Policy (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Loans and Leases Receivable, Nonaccrual Loan and Lease Status, Policy | Nonaccrual loans totaled $229,000 and $179,000 as of March 31, 2018 and December 31, 2017, respectively. Impaired loans on accrual are loans that have been restructured and are performing under modified loan agreements, and principal and interest is determined to be collectible. Nonaccrual loans are loans where principal and interest have been determined to not be fully collectible. |
NOTE 5 - LOANS_ Loans and Lea34
NOTE 5 - LOANS: Loans and Leases Receivable, Troubled Debt Restructuring Policy (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Loans and Leases Receivable, Troubled Debt Restructuring Policy | There were no commitments for additional funding of TDR loans as of March 31, 2018. There were no payment defaults during the three months ended March 31, 2018 that were related to receivables modified as TDR in the last three months. As of March 31, 2018, there were no loans modified within the previous twelve months and for which there was a payment default during the period. |
NOTE 8 - EQUITY INCENTIVE PLA35
NOTE 8 - EQUITY INCENTIVE PLANS: 2017 Omnibus Equity Incentive Plan (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
2017 Omnibus Equity Incentive Plan | 2017 Omnibus Equity Incentive Plan The shareholders approved the Omnibus Equity Incentive Plan (“2017 Plan”) in November 2017. The 2017 Plan provides for the awarding by the Company’s Board of Directors of equity incentive awards to employees and non-employee directors. An equity incentive award may be an option, stock appreciation rights, restricted stock units, stock award, other stock-based award or performance award granted under the 2017 Plan. Factors considered by the Board in awarding equity incentives to officers and employees include the performance of the Company, the employee’s or officer’s job performance, the importance of his or her position, and his or her contribution to the organization’s goals for the award period. Generally, awards are restricted and have a vesting period of no longer than ten years. Subject to adjustment as provided in the 2017 Plan, the maximum number of shares of common stock that may be delivered pursuant to awards granted under the 2017 Plan is 450,000 . The 2017 Plan provides for an annual restricted stock grant limits to officers, employees and directors. The annual stock grant limit per person for officers and employees is the lessor of 50,000 shares or a value of $2.0 million, and per person for directors the maximum is 25,000 shares. All unvested restricted shares outstanding vest in the event of a change in control of the Company. During the three months ended March 31, 2018, 15,232 shares of restricted stock were awarded and no stock options were granted. Awarded shares of restricted stock vest over (i) a one-year period following the date of grant, in the case of the non-employee directors, and (ii) a three-year period following the date of grant, with the initial vesting occurring on the one-year anniversary of the date of grant, in the case of the executive officers. |
NOTE 8 - EQUITY INCENTIVE PLA36
NOTE 8 - EQUITY INCENTIVE PLANS: 2014 Omnibus Equity Incentive Plan (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
2014 Omnibus Equity Incentive Plan | 2014 Omnibus Equity Incentive Plan In 2014, the shareholders approved the Omnibus Equity Incentive Plan (the “2014 Plan”). A total of 148,962 equity incentive awards have been granted under the 2014 Plan. The awards are shares of restricted stock and have a vesting period of one to five years. No future equity awards will be made from the 2014 Plan. The Company recognizes compensation expense for the restricted stock awards based on the fair value of the shares at the award date. For the three months ended March 31, 2018 and 2017, total compensation expense for these plans was $146,200 and $91,600, respectively. As of March 31, 2018, there was $1.1 million of total unrecognized compensation cost related to non-vested shares granted as restricted stock awards. The cost is expected to be recognized over the remaining weighted-average vesting period of approximately two years. |
NOTE 9 - EARNINGS PER SHARE C37
NOTE 9 - EARNINGS PER SHARE CALCULATION: Earnings Per Share, Policy (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Earnings Per Share, Policy | Earnings per common share (“EPS”) are computed based on the weighted average number of common shares outstanding during the period. Basic EPS excludes dilution and is computed by dividing net earnings available to common stockholders by the weighted average of common shares outstanding. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The number of potential common shares included in the quarterly diluted EPS is computed using the average market price during the three months included in the reporting period under the treasury stock method. The number of potential common shares included in year-to-date diluted EPS is a year-to-date weighted average of potential shares included in each quarterly diluted EPS computation. Dilutive income per share includes the effect of stick options and other potentially dilutive securities using the treasury stock method. There two forms of outstanding common stock and unvested restricted stock rewards. Holders of unvested restricted stock awards receive non-forfeitable dividends at the same rate as common shareholders and they both share equally in undistributed earnings. Under the two-class method, the inference in EPS is not significant for these participating securities. stock awards All common stock equivalents are anti-dilutive when a net loss occurs. |
NOTE 10 - FAIR VALUE MEASUREM38
NOTE 10 - FAIR VALUE MEASUREMENT: Fair Value Measurement, Policy (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Fair Value Measurement, Policy | The following table Level 1 Level 2 Level 3 In certain cases, the inputs used to measure fair value may fall into different levels of the hierarchy. In such cases, the lowest level of inputs that is significant to the measurement is used to determine the hierarchy for the entire asset or liability. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with our quarterly valuation process. There were no transfers between levels during 2018 or 2017. |
NOTE 10 - FAIR VALUE MEASUREM39
NOTE 10 - FAIR VALUE MEASUREMENT: Fair Values of Financial Instruments (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Fair Values of Financial Instruments | Fair Values of Financial Instruments. There have been no significant changes in valuation techniques during the periods reported. The following methods and assumptions were used to estimate the fair value disclosure for financial instruments: Cash and cash equivalents - Cash and cash equivalents include cash and due from banks, interest bearing deposits in banks, and Fed funds sold, and are valued at their carrying amounts because of the short-term nature of these instruments. Interest bearing deposits in financial institutions - Interest bearing deposits in financial institutions are valued based on quoted interest rates for comparable instruments with similar remaining maturities. Investment Securities - The fair value of available of sale securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are estimated using quoted market prices for similar securities and indications of value provides by brokers. Other equity securities - The carrying value of the FHLB and FRB stock approximates the fair value because the stock is redeemable at par. Loans – Loans with variable interest rates are valued at the current carrying value, because these loans are regularly adjusted to market rates. The fair value of fixed rate with remaining maturities in excess of one year is estimated by discounting the future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings for the same remaining maturities. The allowance for loan losses is considered to be a reasonable estimate of the loan discount related to credit risk. Accrued interest receivable and payable - The accrued interest receivable and payable balance approximates its fair value. Deposits - The fair value of non-interest bearing deposits, interest bearing transaction accounts and savings accounts is the amount payable on demand at the reporting date. The fair value of time deposits is estimated by discounting the future cash flows using current rates offered for deposits of similar remaining maturities. Other borrowings - The fair value is estimated by discounting the future cash flows using current rates offered for similar borrowings. The discount rate is equal to the market rate of currently offered similar products. This is an adjustable rate borrowing and adjusts to market on a quarterly basis. Junior Subordinated Deferrable Interest Debentures - The fair value of the Subordinated Debentures is determined based on rates and/or discounted cash flow analysis using interest rates offered in inactive markets for instruments of a similar maturity and structure resulting in a Level 3 classification. The Subordinated Debentures are carried at their current carrying value, because the Subordinated Debentures regularly adjust to market rates. Undisbursed loan commitments and standby letters of credit - The fair value of the off-balance sheet items is based on discounted cash flows of expected fundings. Loans held for sale - Loans held for sale are carried at the lower of cost or fair value. The fair value of loans held for sale is based on what the secondary markets are currently offering for loans with similar characteristics. As such, the Bank classifies those loans subjected to nonrecurring fair value adjustments as Level 2. Non-financial assets and liabilities defined by the FASB ASC 820, Fair Value measurements, such as Bank premises and equipment, deferred taxes, and other liabilities are excluded from the table. In addition, we have not disclosed the fair value of financial instruments specifically. |
NOTE 11 - SUBSEQUENT EVENTS_ Su
NOTE 11 - SUBSEQUENT EVENTS: Subsequent Events, Policy (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Subsequent Events, Policy | On May 8, 2018, the Company completed an initial public offering of 3,278,900 shares of common stock at a price to the public of $22.00 per share, including 427,682 shares pursuant to the full exercise by the underwriters of their option to purchase additional shares of common stock from the Company. Net proceeds to the Company were approximately $66.8 million. All of the shares issued and sold in the initial public offering were registered under the Securities Act pursuant to a Registration Statement on Form S-1 (File No. 333-224236), which was declared effective by the SEC on May 4, 2018. |
Note 3 - ACQUISITION_ Schedule
Note 3 - ACQUISITION: Schedule of Business Acquisitions, by Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the fair value of the assets acquired and liabilities assumed at the acquisition date: FULB Plaza Bank Acquisition Acquisition Date Date April 28, 2017 November 3, 2017 (Dollars in thousands) Fair value of Assets: Cash and due from Banks $27,992 $1,124 Federal funds sold 75,037 - Total cash and cash equivalents 103,029 1,124 Investment securities 30,241 5,772 FHLB stock 2,087 493 Loans 315,970 65,366 Core deposit intangible 4,435 385 Deferred tax asset, including refunds (164) 2,070 Servicing asset 1,282 - BOLI 6,428 - Other assets 9,831 630 Total assets acquired 473,139 75,840 Liabilities: Deposits Noninterest bearing 152,842 17,256 Interest bearing 275,175 36,923 Total deposits 428,017 54,179 Salary continuation plan 764 - Other borrowings 10,775 10,467 Other liabilities 812 350 Total liabilities assumed 440,368 64,996 Common stock issued 22,860 11,964 Cash consideration 19,037 119 Goodwill $9,126 $1,239 |
Note 3 - ACQUISITION_ Busines42
Note 3 - ACQUISITION: Business Combination, Segment Allocation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Business Combination, Segment Allocation | The following table presents the net assets acquired and the estimated fair value adjustments, which resulted in Goodwill at the acquisition date: FULB Plaza Bank Acquisition Acquisition Date Date April 28, 2017 November 3, 2017 (Dollars in thousands) Book value of net assets acquired $29,321 $8,107 Fair value adjustments: Loans 636 386 Write-down on real estate investment (262) - Time-deposits - (74) Other borrowings - (30) Trust preferred securities 1,045 - Core deposit intangible 4,435 385 Deferred tax assets (2,404) 2,070 Total purchase accounting adjustments 3,450 2,737 Fair value of net assets acquired 32,771 10,844 Common stock issued 22,860 11,964 Cash paid 19,037 119 Total price paid 41,897 12,083 Goodwill $9,126 $1,239 |
Note 3 - ACQUISITION_ Acquisi43
Note 3 - ACQUISITION: Acquisition Loans: Contractual Cash Flows, Nonaccretable Difference, Accretable Yield, Fair Value, Purchase Discount, and Principal Balance (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Contractual Cash Flows, Nonaccretable Difference, Accretable Yield, Fair Value, Purchase Discount, and Principal Balance | The following table reflects contractual cash flows, nonaccretable difference, accretable yield, fair value, purchase discount, and principal balance for the various loan categories as of the acquisition date. For PCI loans, the purchase discount does not necessarily represent cash flows to be collected as a portion of it is a nonaccretable difference: Credit-impaired Non-credit loans impaired loans Total (Dollars in thousands) Contractually required payments $8,577 $379,144 $387,721 Less: nonaccretable difference (966) - (966) Cash flows expected to be collected (undiscounted) 7,611 379,144 386,755 Accretable yield (322) (5,097) (5,419) Fair value of purchased loans $7,289 $374,047 $381,336 |
Note 3 - ACQUISITION_ Busines44
Note 3 - ACQUISITION: Business Acquisition, Pro Forma Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Business Acquisition, Pro Forma Information | The contribution of the acquired operations from FULB and Plaza to our results of operations for the 2017 is as follows: Proforma Proforma 2017 2016 (Dollars in thousands) Net interest income $47,656 $44,635 Net income 4,387 9,380 Basic earnings per share $0.59 $1.27 Diluted earnings per share 0.59 1.26 |
Note 3 - ACQUISITION_ Busines45
Note 3 - ACQUISITION: Business Acquisition, Integration, Restructuring and Other Related Costs (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Business Acquisition, Integration, Restructuring and Other Related Costs | Acquisition-related expenses are recognized as incurred and continue until all systems are converted and operational functions become fully integrated. We incurred third-party acquisition-related expenses in the following line items in the statement of income for the year ended December 31, 2017 as follows: FULB Plaza Total (Dollars in thousands) Acquisition related expenses in 2017 Professional fees $349 $225 $574 Data processing 1,586 855 2,441 Severance expense 212 75 287 Other 120 54 174 Total $2,267 $1,209 $3,476 |
NOTE 4 - Investments Availabl46
NOTE 4 - Investments Available for Sale: Amortized cost and carrying values of securities available-for-sale (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Amortized cost and carrying values of securities available-for-sale | The amortized cost and estimated fair values of securities available-for-sale at March 31, 2018 and December 31, 2017 are as follows: Gross Gross Amortized Unrealized Unrealized Fair cost gains losses value (Dollars in thousands) March 31, 2018 Municipal securities $15,859 $74 $(201) $15,732 Mortgage-backed securities 9,593 98 (101) 9,590 Collateralized mortgage obligations 1,104 - (6) 1,098 U.S. Government Agencies 4,989 - (21) 4,968 SBA securites 5,342 64 (5) 5,401 $36,887 $236 $(334) $36,789 Gross Gross Amortized Unrealized Unrealized Fair cost gains losses value (Dollars in thousands) December 31, 2017 Municipal securities $15,910 $182 $(45) $16,047 Mortgage-backed securities 9,621 143 (24) 9,740 Collateralized mortgage obligations 1,758 1 (9) 1,750 U.S. Government Agencies 6,984 - (13) 6,971 SBA securites 5,929 78 (10) 5,997 $40,202 $404 $(101) $40,505 |
NOTE 4 - Investments Availabl47
NOTE 4 - Investments Available for Sale: Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | The gross unrealized losses of the available-for-sale investment securities portfolio are summarized according to the duration of the loss period as of March 31, 2018 and December 31, 2017 are as follows: Less than 12 months 12 months or more Total Estimated Unrealized Estimated Unrealized Estimated Unrealized March 31, 2018 Fair Value Loss Fair Value Loss Fair Value Loss (Dollars in thousands) Municipal securities $11,965 $(195) $265 $(6) $12,230 $(201) Mortgage-backed securities 7,116 (101) 28 - 7,144 (101) Collateralized mortgage obligations 1,075 (6) - - 1,075 (6) U.S. Government Agencies 4,976 (21) - - 4,976 (21) SBA securities 141 - 791 (5) 932 (5) Total $25,273 $(323) $1,084 $(11) $26,357 $(334) Less than 12 months 12 months or more Total Estimated Unrealized Estimated Unrealized Estimated Unrealized December 31, 2017 Fair Value Loss Fair Value Loss Fair Value Loss (Dollars in thousands) Municipal securities $4,011 $(39) $267 $(6) $4,278 $(45) Mortgage-backed securities 4,075 (24) - - 4,075 (24) Collateralized mortgage obligations 1,201 (9) - - 1,201 (9) U.S. Government Agencies 6,981 (13) - - 6,981 (13) SBA securities 1,245 (10) - - 1,245 (10) Total $17,513 $(95) $267 $(6) $17,780 $(101) |
NOTE 4 - Investments Availabl48
NOTE 4 - Investments Available for Sale: Investments Classified by Contractual Maturity Date (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Investments Classified by Contractual Maturity Date | The amortized cost and estimated fair value of available-for-sale debt securities as of March 31, 2018 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Amortized Fair Cost Value (Dollars in thousansd) Available-for-sale: Due in one year or less $3,248 $3,242 Due after one through five years 7,425 7,991 Due after five years through ten years 16,089 14,846 Due after ten years 10,125 10,710 $36,887 $36,789 |
NOTE 5 - LOANS_ Schedule of Acc
NOTE 5 - LOANS: Schedule of Accounts, Notes, Loans and Financing Receivable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Loans are summarized as follows at March 31, 2018 and December 31, 2017: March 31, December 31, 2018 2017 (Dollars in thousands) Commercial and industrial $115,144 $113,801 Construction and land 28,353 22,720 Commercial real estate 662,909 669,150 Residential real estate 84,508 84,781 Consumer 97 1,096 Gross loans 891,011 891,548 Net deferred loan fees (432) (469) Allowance for loan losses (4,600) (4,215) Net loans $885,979 $886,864 |
NOTE 5 - LOANS_ Impaired Fina50
NOTE 5 - LOANS: Impaired Financing Receivables (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Impaired Financing Receivables | As of March 31, 2018, and December 31, 2017 the CompanyÂ’s impaired or non-accrual originated and PCI loans have a related allowance for loss as follows: Unpaid Average Recorded Principal Related Recorded Income Investment Balance Allowance Investment Recognized (Dollars in thousands) March 31, 2018 With no related allowance recorded: Commercial and industrial $- $- $- $- $- Construction and land - - - - - Commercial real estate 866 866 - 890 10 Residential 132 132 - 132 - Consumer - - - - - With an allowance recorded: Commercial and industrial 11 11 11 11 - Construction and land - - - - - Commercial real estate - - - - - Residential - - - - - Consumer - - - - - Unpaid Average Recorded Principal Related Recorded Income Investment Balance Allowance Investment Recognized (Dollars in thousands) December 31, 2017 With no related allowance recorded: Commercial and industrial $- $- $- $- $- Construction and land - - - - - Commercial real estate 1,120 1,228 - 1,147 56 Residential - - - - - Consumer - - - - - With an allowance recorded: Commercial and industrial 13 13 13 13 2 Construction and land Commercial real estate - - - - - Residential - - - - - Consumer - - - - - |
NOTE 5 - LOANS_ Schedule of Fin
NOTE 5 - LOANS: Schedule of Financing Receivables, Non Accrual Status (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of Financing Receivables, Non Accrual Status | The following table presents non-accrual loans for the periods ending March 31, 2018 and December 31, 2017: March 31, December 31, 2018 2017 (Dollars in thousands) Commercial & industrial $11 $13 Construction and land - - Commercial real estate 86 166 Residential 132 - Consumer - - Total non-accrual loans $229 $179 |
NOTE 5 - LOANS_ Troubled Debt R
NOTE 5 - LOANS: Troubled Debt Restructurings on Financing Receivables (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Troubled Debt Restructurings on Financing Receivables | The following table presents loans by class modified as troubled debt restructuring (“TDR”) including any subsequent defaults during the period ending March 31, 2018 and December 31, 2017: March 31, December 31, 2018 2017 (Dollars in thousands) Commercial and industrial $11 $13 Construction and land - - Commercial real estate 780 1,032 Residential - - Consumer - - Total TDR's $791 $1,045 |
NOTE 5 - LOANS_ Purchase Credit
NOTE 5 - LOANS: Purchase Credit Impaired Loans ("PCI") Loans (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Purchase Credit Impaired Loans ("PCI") Loans | Purchase Credit Impaired Loans As part of acquisitions, the Company has purchased loans, some of which have shown evidence of credit deterioration since origination and it is probable at the acquisition that all contractually requirement payments would not be collected. The carrying amount and unpaid balance of PCI loans are as follows: March 31,2018 December 31,2017 Unpaid Unpaid Principal Carrying Principal Carrying Balance Value Balance Value (Dollars in thousands) Commercial and industrial $139 $3 $149 $2 Construction and land - - - - Commercial real estate 16,321 13,765 17,268 14,313 Residential - - - - Consumer - - - - Total purchased credit impaired loans $16,460 $13,768 $17,417 $14,315 |
NOTE 5 - LOANS_ Allowance for C
NOTE 5 - LOANS: Allowance for Credit Losses on Financing Receivables (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Allowance for Credit Losses on Financing Receivables | The following tables summarize the CompanyÂ’s allowance for loan losses for the three months ended March 31, 2018: As of and For the Three Months Ended March 31, 2018 Commercial Construction Commercial and Industrial and Land Real Estate Residential Consumer Unallocated Total (Dollars in thousands) Allowance for loan losses Allowance for loan losses $841 $199 $2,620 $150 $3 $402 $4,215 Charge-offs - - - - - - - Recoveries 131 - - - - - 131 Provision for loan losses 33 52 162 10 (3) - 254 Allowance for loan losses $1,005 $251 $2,782 $160 $- $402 $4,600 Allowance for loan losses related to: Loans individually evaluated for impairment $11 $- $- $- $- $- $11 Loans collectively evaluated for impairment 994 251 2,782 160 - 402 4,589 PCI loans - - - - - - - Balance of loans: Invidually evaluated for impairment 11 - 866 132 - - 1,009 Collectively evaluated for impairment 115,131 28,354 649,816 83,086 97 - 876,484 PCI loans 3 - 12,475 1,290 - - 13,768 Balance of loans collectively evaluated for impairment 115,134 28,354 662,291 84,376 97 - 890,252 Total $115,145 $28,354 $663,157 $84,508 $97 $- $891,261 The following table summarizes the CompanyÂ’s allowance for loan losses for the year ended December 31, 2017 and the three months ended March 31, 2017: December 31, 2017 Commercial Construction Commercial and Industrial and Land Real Estate Residential Consumer Unallocated Total (Dollars in thousands) Allowance for loan losses: Allowance for loan losses $1,011 $287 $2,105 $151 $4 $217 $3,775 Charge-offs (63) - (3) - (1) - (67) Recoveries 45 - - - - - 45 Provision for loan losses (152) (88) 593 (1) - 110 462 Allowance for loan losses $841 $199 $2,695 $150 $3 $327 $4,215 Allowance for loan losses related to: Loans individually evaluated for impairment $13 $- $- $- $- $- $13 Loans collectively evaluated for impairment 828 199 2,695 150 3 327 4,202 PCI loans - - - - - - - Balance of loans: Invidually evaluated for impairment 13 - 1,120 - - - 1,133 Collectively evaluated for impairment 114,357 22,720 657,686 83,486 1,096 - 879,345 PCI loans 3 - 13,017 1,295 - - 14,315 Balance of loans collectively evaluated for impairment 114,360 22,720 670,703 84,781 1,096 - 893,660 Total $114,373 $22,720 $671,823 $84,781 $1,096 $- $894,793 March 31, 2017 Commercial Construction Commercial and Industrial and Land Real Estate Residential Consumer Unallocated Total (Dollars in thousands) Allowance for loan losses Allowance for loan losses $1,011 $287 $2,105 $151 $4 $217 $3,775 Charge-offs - - (3) - - - (3) Recoveries 10 - - - - - 10 Provision for loan losses (84) (8) 245 (12) (2) 4 143 Allowance for loan losses $937 $279 $2,347 $139 $2 $221 $3,925 Allowance for loan losses related to: Loans individually evaluated for impairment $25 $- $- $- $- $- $25 Loans collectively evaluated for impairment 912 279 2,347 139 2 221 3,900 PCI loans - - - - - - Balance of loans: Invidually evaluated for impairment 268 - 724 - - - 992 Collectively evaluated for impairment 73,464 20,878 403,015 27,977 1,125 - 526,459 PCI loans 2 - 6,624 1,457 - - 8,083 Balance of loans collectively evaluated for impairment 73,466 20,878 409,639 29,434 1,125 - 534,542 Total $73,734 $20,878 $410,363 $29,434 $1,125 $- $535,534 |
NOTE 5 - LOANS_ Past Due Financ
NOTE 5 - LOANS: Past Due Financing Receivables (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Past Due Financing Receivables | The following table provides an aging of the Company's loan receivable as of March 31, 2018 and December 31, 2017: Recorded Greater Investment > 30-59 Days 60-89 Days Than Total Past Total Loans 90 Days and Past Due Past Due 90 Days Due Current PCI Loans Receivable Accruing (Dollars in thousands) March 31, 2018 Commercial and industrial $149 $95 $- $244 $114,898 $3 $115,144 $- Construction and land - - - - 28,354 - 28,354 - Commercial real estate 1,222 - - 1,222 649,460 12,475 663,158 - Residential 132 - - 132 83,086 1,290 84,508 - Consumer 3 - - 3 94 - 97 - Total $1,506 $95 $- $1,601 $875,892 $13,768 $891,261 $- December 31, 2017 Commercial and industrial $96 $- $- $96 $114,274 $3 $114,373 $- Construction and land - - - - 22,720 - 22,720 - Commercial real estate 1,446 - - 1,446 657,360 13,017 671,823 - Residential 349 - - 349 83,137 1,295 84,781 - Consumer 3 - - 3 1,093 - 1,096 - Total $1,894 $- $- $1,894 $878,584 $14,315 $894,793 $- |
NOTE 5 - LOANS_ Financing Recei
NOTE 5 - LOANS: Financing Receivable Credit Quality Indicators (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Financing Receivable Credit Quality Indicators | The following tables represent the internally assigned grade by class of loans as of March 31, 2018 and December 31, 2017: Special Total March 31, 2018 Pass Mention Substandard Doubtful loans (Dollars in thousands) Commercial and industrial $110,354 $781 $4,010 $- $115,145 Construction and land 25,466 - 2,887 - 28,353 Commercial real estate 655,931 3,765 3,462 - 663,158 Residential real estate 84,376 - 132 - 84,508 Consumer loans 97 - - - 97 Totals $876,224 $4,545 $10,491 $- $891,261 Special December 31, 2017 Pass Mention Substandard Doubtful Total (Dollars in thousands) Commercial and industrial $112,650 $807 $916 $- $114,373 Construction and land 19,833 - 2,887 - 22,720 Commercial real estate 664,551 4,058 3,214 - 671,823 Residential real estate 84,781 - - - 84,781 Consumer loans 1,096 - - - 1,096 Total $882,911 $4,865 $7,017 $- $894,793 |
NOTE 8 - EQUITY INCENTIVE PLA57
NOTE 8 - EQUITY INCENTIVE PLANS: Schedule of Nonvested Restricted Stock Units Activity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of Nonvested Restricted Stock Units Activity | The following table provides a summary of changes in non-vested restricted stock awards for the three months ended March 31, 2018: For the Three Months Ended March 31, 2018 Weighted- Average Grant Date Shares Fair Value Non-vested at January 1, 2018 67,481 $13.51 Granted 15,232 19.45 Vested (8,706) 13.40 Non-vested at March 31, 2018 74,007 Expected to vest assuming no forfeiture over the vesting term 74,007 The following table provides a summary of changes in non-vested restricted stock awards for the three months ended March 31, 2017: For the Three Months Ended March 31, 2017 Weighted-Average Grant Date Shares Fair Value Non-vested at January 1, 2017 68,650 $11.51 Granted 16,865 14.86 Vested (5,333) 12.47 Non-vested at March 31, 2017 80,182 Expected to vest assuming a no forfeiture over the vesting term 80,182 |
NOTE 9 - EARNINGS PER SHARE C58
NOTE 9 - EARNINGS PER SHARE CALCULATION: Schedule of Earnings Per Share, Basic and Diluted (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of Earnings Per Share, Basic and Diluted | Earnings per share have been computed based on the following: Three months ended March 31, 2018 2017 (Dollars in thousands) Net income $4,069 $1,416 Weighted Average number of shares outstanding 7,512,227 5,397,930 Diluted effect of restrictive stock grants - 13,624 Average number of shares outstanding used to calculate diluted earnings per share 7,512,227 5,411,554 |
NOTE 10 - FAIR VALUE MEASUREM59
NOTE 10 - FAIR VALUE MEASUREMENT: Fair Value, Assets Measured on Recurring Basis (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Fair Value, Assets Measured on Recurring Basis | The following assets are measured at fair value on a recurring basis: As of March 31, 2018 Description of Financial Instruments: Total Level 1 Level 2 Level 3 (Dollars in thousands) Municipal securities $15,732 $- $15,732 $- Mortgage-backed securities 9,590 - 9,590 - Collateralized mortgage obligations 1,098 - 1,098 - U.S. Government Agencies 4,968 - 4,968 - SBA securites 5,401 - 5,401 - Total assets measured at fair value $36,789 $- $36,789 $- As of December 31, 2017 Description of Financial Instruments: Total Level 1 Level 2 Level 3 (Dollars in thousands) Municipal securities $16,047 $- $16,047 $- Mortgage-backed securities 9,740 - 9,740 - Collateralized mortgage obligations 1,750 - 1,750 - U.S. Government Agencies 6,971 - 6,971 - SBA securities 5,997 - 5,997 - Total assets measured at fair value $40,505 $- $40,505 $- |
NOTE 10 - FAIR VALUE MEASUREM60
NOTE 10 - FAIR VALUE MEASUREMENT: Fair Value Measurements, Nonrecurring (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Fair Value Measurements, Nonrecurring | The following tables present the recorded amounts of impaired loans measured at fair value on a non-recurring basis: As of March 31, 2018 Total Level 1 Level 2 Level 3 (Dollars in thousands) Commercial and industrial loans $- $- $- $- Construction and land - - - - Commercial real estate 821 - - 821 Residential 99 - - 99 Consumer - - - - Total impaired assets measured at fair value $920 $- $- $920 As of December 31, 2017 Total Level 1 Level 2 Level 3 (Dollars in thousands) Commercial and industrial loans $- $- $- $- Construction and land - - - - Commercial real estate 1,120 - - 1,120 Residential - - - - Consumer - - - - Total impaired assets measured at fair value $1,120 $- $- $1,120 |
NOTE 10 - FAIR VALUE MEASUREM61
NOTE 10 - FAIR VALUE MEASUREMENT: Schedule of Estimated Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of Estimated Fair Value of Financial Instruments | The following table provides summary information on the estimated fair value of financial instruments at March 31, 2018: Carrying Fair Fair value measurements amount value Level 1 Level 2 Level 3 (Dollars in thousands) Financial assets: Cash and cash equivalents $255,551 $255,551 $255,551 $- $- Interest-bearing deposits with financial institutions 1,245 1,245 1,245 - - Investment securities available for sale 36,789 36,789 - 36,789 - Loans, net 885,979 889,275 - - 889,275 Loans held for sale 250 250 - 250 - Other equity securities 8,125 8,125 - 8,125 - Accrued interest receivable 4,984 4,984 - 4,984 - Financial liabilities: Deposits 1,098,265 1,099,093 878,753 220,340 - Subordinated Debentures 5,402 5,412 - - 5,412 Other borrowings 6,000 6,000 - - 6,000 Accrued interest payable 149 149 - 149 - Off-balance-sheet liabilities: Undisbursed loan commitments, lines of credit, standby letters of credit 310 310 - - 310 The carrying amount of loans includes $229,000 of nonaccrual loans (loans that are not accruing interest) as of March 31, 2018. The fair value of nonaccrual loans is based on the collateral values that secure the loans or the cash flows expected to be received. The following table provides summary information on the estimated fair value of financial instruments at December 31, 2017: Carrying Fair Fair value measurements amount value Level 1 Level 2 Level 3 (Dollars in thousands) Financial assets: Cash and cash equivalents $249,853 $249,853 $249,853 $- $- Interest-bearing deposits with financial institutions 1,743 1,743 1,743 - - Securities available for sale 40,505 40,505 - 40,505 - Other equity securities 7,759 7,759 - 7,759 - Loans, net 886,864 883,361 - - 883,361 Loans held for sale 3,245 3,245 - 3,245 - Accrued interest receivable 3,002 3,002 - 3,002 - Financial liabilities: Deposits 1,104,305 1,104,665 875,506 229,159 - Subordinated Debentures 5,387 5,387 - - 5,387 Other borrowings 6,000 6,000 - - 6,000 Accrued interest payable 141 141 - 141 - Off-balance-sheet liabilities: Undisbursed loan commitments, lines of credit, standby letters of credit and Mastercard lines of credit 310 310 - - 310 The carrying amounts of loans include $179,000 of nonaccrual loans (loans that are not accruing interest) as of December 31, 2017. The fair value of nonaccrual loans is based on the collateral values that secure the loans or the cash flows expected to be received. |
Note 3 - ACQUISITION_ Schedul62
Note 3 - ACQUISITION: Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 03, 2017 | Apr. 28, 2017 |
Cash and due from Banks | $ 13,837 | $ 14,754 | ||
Federal funds sold | 241,714 | 235,099 | ||
FHLB stock | 4,772 | 4,772 | ||
Core deposit intangible | 4,483 | 4,772 | ||
Noninterest bearing | 320,104 | 327,309 | ||
Interest bearing | 778,669 | 776,996 | ||
Total deposits | 1,098,773 | 1,104,305 | ||
Salary continuation plan | 4,107 | 4,046 | ||
Other borrowings | 6,000 | 6,000 | ||
Total liabilities assumed | 1,119,265 | 1,127,159 | ||
Common stock issued | 81,453 | 81,307 | ||
Goodwill | $ 10,365 | $ 10,365 | ||
First ULB Corp | ||||
Business Combination Assets Acquired | $ 473,139 | |||
Common stock issued | 22,860 | |||
Cash consideration | 19,037 | |||
Goodwill | 9,126 | |||
First ULB Corp | Liability | ||||
Noninterest bearing | 152,842 | |||
Interest bearing | 275,175 | |||
Total deposits | 428,017 | |||
Salary continuation plan | 764 | |||
Other borrowings | 10,775 | |||
Other liabilities | 812 | |||
Total liabilities assumed | 440,368 | |||
First ULB Corp | Assets | ||||
Cash and due from Banks | 27,992 | |||
Federal funds sold | 75,037 | |||
Total cash and cash equivalents | 103,029 | |||
Investment securities | 30,241 | |||
FHLB stock | 2,087 | |||
Loans | 315,970 | |||
Core deposit intangible | 4,435 | |||
Deferred tax asset, including refunds | (164) | |||
Servicing asset | 1,282 | |||
BOLI | 6,428 | |||
Other assets | $ 9,831 | |||
Plaza Bank | ||||
Business Combination Assets Acquired | $ 75,840 | |||
Common stock issued | 11,964 | |||
Cash consideration | 119 | |||
Goodwill | 1,239 | |||
Plaza Bank | Liability | ||||
Noninterest bearing | 17,256 | |||
Interest bearing | 36,923 | |||
Total deposits | 54,179 | |||
Salary continuation plan | 0 | |||
Other borrowings | 10,467 | |||
Other liabilities | 350 | |||
Total liabilities assumed | 64,996 | |||
Plaza Bank | Assets | ||||
Cash and due from Banks | 1,124 | |||
Federal funds sold | 0 | |||
Total cash and cash equivalents | 1,124 | |||
Investment securities | 5,772 | |||
FHLB stock | 493 | |||
Loans | 65,366 | |||
Core deposit intangible | 385 | |||
Deferred tax asset, including refunds | 2,070 | |||
Servicing asset | 0 | |||
BOLI | 0 | |||
Other assets | $ 630 |
Note 3 - ACQUISITION_ Busines63
Note 3 - ACQUISITION: Business Combination, Segment Allocation (Details) - USD ($) $ in Thousands | Nov. 03, 2017 | Apr. 28, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Loans | $ 885,979 | $ 886,864 | ||
Other borrowings | 6,000 | 6,000 | ||
Core deposit intangible | 4,483 | 4,772 | ||
Common stock issued | $ 81,453 | $ 81,307 | ||
FULB | ||||
Book value of net assets acquired | $ 29,321 | |||
Fair value of net assets acquired | 32,771 | |||
Common stock issued | 22,860 | |||
Acquisition Cash Paid | 19,037 | |||
Total price paid | 41,897 | |||
Acquisition Cash Paid | 9,126 | |||
FULB | Fair Value Adjustment to Inventory | ||||
Loans | 636 | |||
Write-down on real estate investment | (262) | |||
Time-deposits | 0 | |||
Other borrowings | 0 | |||
Trust preferred securities | 1,045 | |||
Core deposit intangible | 4,435 | |||
Deferred tax assets | (2,404) | |||
Total purchase accounting adjustments | $ 3,450 | |||
Plaza Bank | ||||
Book value of net assets acquired | $ 8,107 | |||
Fair value of net assets acquired | 10,844 | |||
Common stock issued | 11,964 | |||
Acquisition Cash Paid | 119 | |||
Total price paid | 12,083 | |||
Acquisition Cash Paid | 1,239 | |||
Plaza Bank | Fair Value Adjustment to Inventory | ||||
Loans | 386 | |||
Write-down on real estate investment | 0 | |||
Time-deposits | (74) | |||
Other borrowings | (30) | |||
Trust preferred securities | 0 | |||
Core deposit intangible | 385 | |||
Deferred tax assets | 2,070 | |||
Total purchase accounting adjustments | $ 2,737 |
Note 3 - ACQUISITION_ Acquisi64
Note 3 - ACQUISITION: Acquisition Loans: Contractual Cash Flows, Nonaccretable Difference, Accretable Yield, Fair Value, Purchase Discount, and Principal Balance (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Credit Impaired Loans | |
Contractually required payments | $ 8,577 |
Less: nonaccretable difference | (966) |
Cash flows expected to be collected (undiscounted) | 7,611 |
Accretable yield | (322) |
Certain Loans Acquired Fair Value of Purchased Loans | 7,289 |
Non-Credit Impaired Loans | |
Contractually required payments | 379,144 |
Less: nonaccretable difference | 0 |
Cash flows expected to be collected (undiscounted) | 379,144 |
Accretable yield | (5,097) |
Certain Loans Acquired Fair Value of Purchased Loans | 374,047 |
Combined Loans | |
Contractually required payments | 387,721 |
Less: nonaccretable difference | (966) |
Cash flows expected to be collected (undiscounted) | 386,755 |
Accretable yield | (5,419) |
Certain Loans Acquired Fair Value of Purchased Loans | $ 381,336 |
Note 3 - ACQUISITION_ Busines65
Note 3 - ACQUISITION: Business Acquisition, Pro Forma Information (Details) - FULB - Plaza Bank - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition Pro Forma Interest Income | $ 47,656 | $ 44,635 |
Net income | $ 4,387 | $ 9,380 |
Business Acquisition Pro Forma Interest Income | $ 0.59 | $ 1.27 |
Business Acquisition Pro Forma Interest Income | $ 0.59 | $ 1.26 |
Note 3 - ACQUISITION_ Busines66
Note 3 - ACQUISITION: Business Acquisition, Integration, Restructuring and Other Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Data processing | $ 708 | $ 360 | |
Plaza Bank | |||
Professional fees | $ 225 | ||
Data processing | 855 | ||
Severance expense | 75 | ||
Other | 54 | ||
Acquisition Related Expenses, Total | 1,209 | ||
Combined | |||
Professional fees | 574 | ||
Data processing | 2,441 | ||
Severance expense | 287 | ||
Other | 174 | ||
Acquisition Related Expenses, Total | 3,476 | ||
FULB | |||
Professional fees | 349 | ||
Data processing | 1,586 | ||
Severance expense | 212 | ||
Other | 120 | ||
Acquisition Related Expenses, Total | $ 2,267 |
NOTE 4 - Investments Availabl67
NOTE 4 - Investments Available for Sale: Amortized cost and carrying values of securities available-for-sale (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Investment securities available for sale | $ 36,789 | $ 40,505 |
Available-for-sale Securities | ||
Available-for-sale Securities, Amortized Cost Basis | 36,887 | 40,202 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 236 | 404 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (334) | (101) |
Investment securities available for sale | 36,789 | 40,505 |
US Government Corporations and Agencies Securities | ||
Available-for-sale Securities, Amortized Cost Basis | 5,342 | 5,929 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 64 | 78 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (5) | (10) |
Investment securities available for sale | 5,401 | 5,997 |
Collateralized Mortgage Obligations | ||
Available-for-sale Securities, Amortized Cost Basis | 1,104 | 1,758 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 1 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (6) | (9) |
Investment securities available for sale | 1,098 | 1,750 |
Mortgage-backed Securities, Issued by US Government Sponsored Enterprises | ||
Available-for-sale Securities, Amortized Cost Basis | 9,593 | 9,621 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 98 | 143 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (101) | (24) |
Investment securities available for sale | 9,590 | 9,740 |
US Government Agencies Debt Securities | ||
Available-for-sale Securities, Amortized Cost Basis | 4,989 | 6,984 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (21) | (13) |
Investment securities available for sale | 4,968 | 6,971 |
Municipal Notes | ||
Available-for-sale Securities, Amortized Cost Basis | 15,859 | 15,910 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 74 | 182 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (201) | (45) |
Investment securities available for sale | $ 15,732 | $ 16,047 |
NOTE 4 - Investments Availabl68
NOTE 4 - Investments Available for Sale: Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Available-for-sale Securities | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | $ 25,273 | $ 17,513 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (323) | (95) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 1,084 | 267 |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (11) | (6) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 26,357 | 17,780 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (334) | (101) |
US Government Corporations and Agencies Securities | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | 141 | 1,245 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | 0 | (10) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 791 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (5) | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 932 | 1,245 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (5) | (10) |
Collateralized Mortgage Obligations | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | 1,075 | 1,201 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (6) | (9) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 0 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | 0 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 1,075 | 1,201 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (6) | (9) |
Mortgage-backed Securities, Issued by US Government Sponsored Enterprises | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | 7,116 | 4,075 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (101) | (24) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 28 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | 0 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 7,144 | 4,075 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (101) | (24) |
US Government Agencies Debt Securities | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | 4,976 | 6,981 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (21) | (13) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 0 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | 0 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 4,976 | 6,981 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (21) | (13) |
Municipal Notes | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | 11,965 | 4,011 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (195) | (39) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 265 | 267 |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (6) | (6) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 12,230 | 4,278 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | $ (201) | $ (45) |
NOTE 4 - Investments Availabl69
NOTE 4 - Investments Available for Sale: Investments Classified by Contractual Maturity Date (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Details | |
Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, within One Year, Amortized Cost | $ 3,248 |
Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, within One Year, Fair Value | 3,242 |
Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, after One Through Five Years, Amortized Cost | 7,425 |
Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, after One Through Five Years, Fair Value | 7,991 |
Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, after Five Through Ten Years, Amortized Cost | 16,089 |
Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, after Five Through Ten Years, Fair Value | 14,846 |
Debt Securities, Available-for-sale, Allocated and Single Maturity Date, Maturity, after 10 Years, Amortized Cost | 10,125 |
Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, after 10 Years, Fair Value | 10,710 |
Debt Securities, Available-for-sale, Maturity, without Single Maturity Date, Amortized Cost | 36,887 |
Debt Securities, Available-for-sale, Maturity, without Single Maturity Date, Fair Value | $ 36,789 |
NOTE 5 - LOANS_ Schedule of A70
NOTE 5 - LOANS: Schedule of Accounts, Notes, Loans and Financing Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Loans, net | $ 885,979 | $ 886,864 |
Loans Receivable | ||
Loans, net | 885,979 | 886,864 |
Consumer Loan | ||
Loans, net | 97 | 1,096 |
Loans Receivable Gross | ||
Loans, net | 891,011 | 891,548 |
Deferred Loan Fees | ||
Loans, net | (432) | (469) |
Real Estate | ||
Loans, net | 28,353 | 22,720 |
Commercial Real Estate | ||
Loans, net | 662,909 | 669,150 |
Residential Real Estate | ||
Loans, net | 84,508 | 84,781 |
Commercial and Industrial Sector | ||
Loans, net | $ 115,144 | $ 113,801 |
NOTE 5 - LOANS_ Impaired Fina71
NOTE 5 - LOANS: Impaired Financing Receivables (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
With No Related Allowance Recorded | Consumer Loan | ||
Impaired Financing Receivable, Recorded Investment | $ 0 | $ 0 |
Impaired Financing Receivable, Unpaid Principal Balance | 0 | 0 |
Impaired Financing Receivable, Related Allowance | 0 | 0 |
Impaired Financing Receivable, Average Recorded Investment | 0 | 0 |
Impaired Financing Receivable Income Recognized | 0 | 0 |
With No Related Allowance Recorded | Commercial Real Estate | ||
Impaired Financing Receivable, Recorded Investment | 866 | 1,120 |
Impaired Financing Receivable, Unpaid Principal Balance | 866 | 1,228 |
Impaired Financing Receivable, Related Allowance | 0 | 0 |
Impaired Financing Receivable, Average Recorded Investment | 890 | 1,147 |
Impaired Financing Receivable Income Recognized | 10 | 56 |
With No Related Allowance Recorded | Residential Real Estate | ||
Impaired Financing Receivable, Recorded Investment | 132 | 0 |
Impaired Financing Receivable, Unpaid Principal Balance | 132 | 0 |
Impaired Financing Receivable, Related Allowance | 0 | 0 |
Impaired Financing Receivable, Average Recorded Investment | 132 | 0 |
Impaired Financing Receivable Income Recognized | 0 | 0 |
With No Related Allowance Recorded | Construction | ||
Impaired Financing Receivable, Recorded Investment | 0 | 0 |
Impaired Financing Receivable, Unpaid Principal Balance | 0 | 0 |
Impaired Financing Receivable, Related Allowance | 0 | 0 |
Impaired Financing Receivable, Average Recorded Investment | 0 | 0 |
Impaired Financing Receivable Income Recognized | 0 | 0 |
With No Related Allowance Recorded | Commercial and Industrial Sector | ||
Impaired Financing Receivable, Recorded Investment | 0 | 0 |
Impaired Financing Receivable, Unpaid Principal Balance | 0 | 0 |
Impaired Financing Receivable, Related Allowance | 0 | 0 |
Impaired Financing Receivable, Average Recorded Investment | 0 | 0 |
Impaired Financing Receivable Income Recognized | 0 | 0 |
With An Allowance Recorded | Consumer Loan | ||
Impaired Financing Receivable, Recorded Investment | 0 | 0 |
Impaired Financing Receivable, Unpaid Principal Balance | 0 | 0 |
Impaired Financing Receivable, Related Allowance | 0 | 0 |
Impaired Financing Receivable, Average Recorded Investment | 0 | 0 |
Impaired Financing Receivable Income Recognized | 0 | 0 |
With An Allowance Recorded | Commercial Real Estate | ||
Impaired Financing Receivable, Recorded Investment | 0 | 0 |
Impaired Financing Receivable, Unpaid Principal Balance | 0 | 0 |
Impaired Financing Receivable, Related Allowance | 0 | 0 |
Impaired Financing Receivable, Average Recorded Investment | 0 | 0 |
Impaired Financing Receivable Income Recognized | 0 | 0 |
With An Allowance Recorded | Residential Real Estate | ||
Impaired Financing Receivable, Recorded Investment | 0 | 0 |
Impaired Financing Receivable, Unpaid Principal Balance | 0 | 0 |
Impaired Financing Receivable, Related Allowance | 0 | 0 |
Impaired Financing Receivable, Average Recorded Investment | 0 | 0 |
Impaired Financing Receivable Income Recognized | 0 | 0 |
With An Allowance Recorded | Construction | ||
Impaired Financing Receivable, Recorded Investment | 0 | |
Impaired Financing Receivable, Unpaid Principal Balance | 0 | |
Impaired Financing Receivable, Related Allowance | 0 | |
Impaired Financing Receivable, Average Recorded Investment | 0 | |
Impaired Financing Receivable Income Recognized | 0 | |
With An Allowance Recorded | Commercial and Industrial Sector | ||
Impaired Financing Receivable, Recorded Investment | 11 | 13 |
Impaired Financing Receivable, Unpaid Principal Balance | 11 | 13 |
Impaired Financing Receivable, Related Allowance | 11 | 13 |
Impaired Financing Receivable, Average Recorded Investment | 11 | 13 |
Impaired Financing Receivable Income Recognized | $ 0 | $ 2 |
NOTE 5 - LOANS_ Impaired Fina72
NOTE 5 - LOANS: Impaired Financing Receivable, Policy (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Details | |
Loans and Leases Receivable, Impaired, Interest Lost on Nonaccrual Loans | $ 0 |
NOTE 5 - LOANS_ Loans and Lea73
NOTE 5 - LOANS: Loans and Leases Receivable, Nonaccrual Loan and Lease Status, Policy (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Details | ||
Financing Receivable, Recorded Investment, Nonaccrual Status | $ 229 | $ 179 |
NOTE 5 - LOANS_ Schedule of F74
NOTE 5 - LOANS: Schedule of Financing Receivables, Non Accrual Status (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Consumer Loan | ||
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | $ 0 | $ 0 |
Nonaccrual Loans | ||
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | 229 | 179 |
Commercial Real Estate | ||
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | 86 | 166 |
Residential Real Estate | ||
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | 132 | 0 |
Construction | ||
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | 0 | 0 |
Commercial and Industrial Sector | ||
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | $ 11 | $ 13 |
NOTE 5 - LOANS_ Troubled Debt75
NOTE 5 - LOANS: Troubled Debt Restructurings on Financing Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Consumer Loan | ||
Financing Receivable, Modifications, Recorded Investment | $ 0 | $ 0 |
Financing Receivables Troubled Debt Restructuring | ||
Financing Receivable, Modifications, Recorded Investment | 791 | 1,045 |
Commercial Real Estate | ||
Financing Receivable, Modifications, Recorded Investment | 780 | 1,032 |
Residential Real Estate | ||
Financing Receivable, Modifications, Recorded Investment | 0 | 0 |
Construction | ||
Financing Receivable, Modifications, Recorded Investment | 0 | 0 |
Commercial and Industrial Sector | ||
Financing Receivable, Modifications, Recorded Investment | $ 11 | $ 13 |
NOTE 5 - LOANS_ Loans and Lea76
NOTE 5 - LOANS: Loans and Leases Receivable, Troubled Debt Restructuring Policy (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Details | ||
Troubled Debt Restructuring, Debtor, Subsequent Periods, Contingent Payments, Amount | $ 0 | |
Financing Receivable, Modifications, Subsequent Default, Recorded Investment | $ 0 | $ 0 |
NOTE 5 - LOANS_ Purchase Cred77
NOTE 5 - LOANS: Purchase Credit Impaired Loans ("PCI") Loans (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Consumer Loan | ||
Purchase Credit Impaired Loans Unpaid Principal Balance | $ 0 | $ 0 |
Purchase Credit Impaired Loans Carrying Value | 0 | 0 |
Purchased Credit Impaired Loans | ||
Purchase Credit Impaired Loans Unpaid Principal Balance | 16,460 | 17,417 |
Purchase Credit Impaired Loans Carrying Value | 13,768 | 14,315 |
Commercial Real Estate | ||
Purchase Credit Impaired Loans Unpaid Principal Balance | 16,321 | 17,268 |
Purchase Credit Impaired Loans Carrying Value | 13,765 | 14,313 |
Residential Real Estate | ||
Purchase Credit Impaired Loans Unpaid Principal Balance | 0 | 0 |
Purchase Credit Impaired Loans Carrying Value | 0 | 0 |
Construction | ||
Purchase Credit Impaired Loans Unpaid Principal Balance | 0 | 0 |
Purchase Credit Impaired Loans Carrying Value | 0 | 0 |
Commercial and Industrial Sector | ||
Purchase Credit Impaired Loans Unpaid Principal Balance | 139 | 149 |
Purchase Credit Impaired Loans Carrying Value | $ 3 | $ 2 |
NOTE 5 - LOANS_ Allowance for78
NOTE 5 - LOANS: Allowance for Credit Losses on Financing Receivables (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | |
Allowance for loan losses | $ (4,600) | $ (4,215) | $ (4,600) | $ (4,215) | ||
Purchased credit impaired loans evaluated for impairment | (4,600) | (4,215) | ||||
Loans Receivable | ||||||
Allowance for loan losses | 891,261 | $ 535,534 | 894,793 | 891,261 | 894,793 | $ 535,534 |
Charge-offs | 0 | (3) | (67) | |||
Recoveries | 131 | 10 | 45 | |||
Provision for loan losses | 254 | 143 | 462 | |||
Loans individually evaluated for impairment | 11 | 13 | 25 | |||
Loans collectively evaluated for impairment | 4,589 | 4,202 | 3,900 | |||
Purchased credit impaired loans allowance for loan losses | 0 | 0 | 0 | |||
Invidually evaluated for impairment | 1,009 | 1,133 | 992 | |||
Collectively evaluated for impairment | 876,484 | 879,345 | 526,459 | |||
Purchased credit impaired loans evaluated for impairment | 13,768 | 8,083 | 14,315 | |||
Balance of loans collectively evaluated for impairment | 890,252 | 534,542 | 893,660 | |||
Purchased credit impaired loans evaluated for impairment | 891,261 | 535,534 | 894,793 | |||
Loans Receivable | Beginning of Period | ||||||
Allowance for loan losses | 4,215 | 3,775 | 3,775 | 4,215 | 3,775 | 3,775 |
Purchased credit impaired loans evaluated for impairment | 4,215 | 3,775 | 3,775 | |||
Loans Receivable | End of Period | ||||||
Allowance for loan losses | 4,600 | 3,925 | 4,600 | 3,925 | ||
Purchased credit impaired loans evaluated for impairment | 4,600 | 3,925 | ||||
Allowance for loan losses | 4,215 | |||||
Unallocated Financing Receivables | ||||||
Allowance for loan losses | 0 | 0 | 0 | 0 | 0 | 0 |
Charge-offs | 0 | 0 | 0 | |||
Recoveries | 0 | 0 | 0 | |||
Provision for loan losses | 0 | 4 | 110 | |||
Loans individually evaluated for impairment | 0 | 0 | 0 | |||
Loans collectively evaluated for impairment | 402 | 327 | 221 | |||
Purchased credit impaired loans allowance for loan losses | 0 | 0 | ||||
Invidually evaluated for impairment | 0 | 0 | 0 | |||
Collectively evaluated for impairment | 0 | 0 | 0 | |||
Purchased credit impaired loans evaluated for impairment | 0 | 0 | 0 | |||
Balance of loans collectively evaluated for impairment | 0 | 0 | 0 | |||
Purchased credit impaired loans evaluated for impairment | 0 | 0 | 0 | |||
Unallocated Financing Receivables | Beginning of Period | ||||||
Allowance for loan losses | 402 | 217 | 217 | 402 | 217 | 217 |
Purchased credit impaired loans evaluated for impairment | 402 | 217 | 217 | |||
Unallocated Financing Receivables | End of Period | ||||||
Allowance for loan losses | 402 | 221 | 402 | 221 | ||
Purchased credit impaired loans evaluated for impairment | 402 | 221 | ||||
Allowance for loan losses | 327 | |||||
Consumer Loan | ||||||
Allowance for loan losses | 97 | 1,125 | 1,096 | 97 | 1,096 | 1,125 |
Charge-offs | 0 | 0 | (1) | |||
Recoveries | 0 | 0 | 0 | |||
Provision for loan losses | (3) | (2) | 0 | |||
Loans individually evaluated for impairment | 0 | 0 | 0 | |||
Loans collectively evaluated for impairment | 0 | 3 | 2 | |||
Purchased credit impaired loans allowance for loan losses | 0 | 0 | 0 | |||
Invidually evaluated for impairment | 0 | 0 | 0 | |||
Collectively evaluated for impairment | 97 | 1,096 | 1,125 | |||
Purchased credit impaired loans evaluated for impairment | 0 | 0 | 0 | |||
Balance of loans collectively evaluated for impairment | 97 | 1,125 | 1,096 | |||
Purchased credit impaired loans evaluated for impairment | 97 | 1,125 | 1,096 | |||
Consumer Loan | Beginning of Period | ||||||
Allowance for loan losses | 3 | 4 | 4 | 3 | 4 | 4 |
Purchased credit impaired loans evaluated for impairment | 3 | 4 | 4 | |||
Consumer Loan | End of Period | ||||||
Allowance for loan losses | 0 | 2 | 0 | 2 | ||
Purchased credit impaired loans evaluated for impairment | 0 | 2 | ||||
Allowance for loan losses | 3 | |||||
Commercial Real Estate | ||||||
Allowance for loan losses | 663,157 | 410,363 | 671,823 | 663,157 | 671,823 | 410,363 |
Charge-offs | 0 | (3) | (3) | |||
Recoveries | 0 | 0 | 0 | |||
Provision for loan losses | 162 | 245 | 593 | |||
Loans individually evaluated for impairment | 0 | 0 | 0 | |||
Loans collectively evaluated for impairment | 2,782 | 2,695 | 2,347 | |||
Purchased credit impaired loans allowance for loan losses | 0 | 0 | 0 | |||
Invidually evaluated for impairment | 866 | 1,120 | 724 | |||
Collectively evaluated for impairment | 649,816 | 657,686 | 403,015 | |||
Purchased credit impaired loans evaluated for impairment | 12,475 | 6,624 | 13,017 | |||
Balance of loans collectively evaluated for impairment | 662,291 | 409,639 | 670,703 | |||
Purchased credit impaired loans evaluated for impairment | 663,157 | 410,363 | 671,823 | |||
Commercial Real Estate | Beginning of Period | ||||||
Allowance for loan losses | 2,620 | 2,105 | 2,105 | 2,620 | 2,105 | 2,105 |
Purchased credit impaired loans evaluated for impairment | 2,620 | 2,105 | 2,105 | |||
Commercial Real Estate | End of Period | ||||||
Allowance for loan losses | 2,782 | 2,347 | 2,782 | 2,347 | ||
Purchased credit impaired loans evaluated for impairment | 2,782 | 2,347 | ||||
Allowance for loan losses | 2,695 | |||||
Residential Real Estate | ||||||
Allowance for loan losses | 84,508 | 29,434 | 84,781 | 84,508 | 84,781 | 29,434 |
Charge-offs | 0 | 0 | 0 | |||
Recoveries | 0 | 0 | 0 | |||
Provision for loan losses | 10 | (12) | (1) | |||
Loans individually evaluated for impairment | 0 | 0 | 0 | |||
Loans collectively evaluated for impairment | 160 | 150 | 139 | |||
Purchased credit impaired loans allowance for loan losses | 0 | 0 | 0 | |||
Invidually evaluated for impairment | 132 | 0 | 0 | |||
Collectively evaluated for impairment | 83,086 | 83,486 | 27,977 | |||
Purchased credit impaired loans evaluated for impairment | 1,290 | 1,457 | 1,295 | |||
Balance of loans collectively evaluated for impairment | 84,376 | 29,434 | 84,781 | |||
Purchased credit impaired loans evaluated for impairment | 84,508 | 29,434 | 84,781 | |||
Residential Real Estate | Beginning of Period | ||||||
Allowance for loan losses | 150 | 151 | 151 | 150 | 151 | 151 |
Purchased credit impaired loans evaluated for impairment | 150 | 151 | 151 | |||
Residential Real Estate | End of Period | ||||||
Allowance for loan losses | 160 | 139 | 160 | 139 | ||
Purchased credit impaired loans evaluated for impairment | 160 | 139 | ||||
Allowance for loan losses | 150 | |||||
Construction | ||||||
Allowance for loan losses | 28,354 | 20,878 | 22,720 | 28,354 | 22,720 | 20,878 |
Charge-offs | 0 | 0 | 0 | |||
Recoveries | 0 | 0 | 0 | |||
Provision for loan losses | 52 | (8) | (88) | |||
Loans individually evaluated for impairment | 0 | 0 | 0 | |||
Loans collectively evaluated for impairment | 251 | 199 | 279 | |||
Purchased credit impaired loans allowance for loan losses | 0 | 0 | 0 | |||
Invidually evaluated for impairment | 0 | 0 | 0 | |||
Collectively evaluated for impairment | 28,354 | 22,720 | 20,878 | |||
Purchased credit impaired loans evaluated for impairment | 0 | 0 | 0 | |||
Balance of loans collectively evaluated for impairment | 28,354 | 20,878 | 22,720 | |||
Purchased credit impaired loans evaluated for impairment | 28,354 | 20,878 | 22,720 | |||
Construction | Beginning of Period | ||||||
Allowance for loan losses | 199 | 287 | 287 | 199 | 287 | 287 |
Purchased credit impaired loans evaluated for impairment | 199 | 287 | 287 | |||
Construction | End of Period | ||||||
Allowance for loan losses | 251 | 279 | 251 | 279 | ||
Purchased credit impaired loans evaluated for impairment | 251 | 279 | ||||
Allowance for loan losses | 199 | |||||
Commercial and Industrial Sector | ||||||
Allowance for loan losses | 115,145 | 73,734 | 114,373 | 115,145 | 114,373 | 73,734 |
Charge-offs | 0 | 0 | (63) | |||
Recoveries | 131 | 10 | 45 | |||
Provision for loan losses | 33 | (84) | (152) | |||
Loans individually evaluated for impairment | 11 | 13 | 25 | |||
Loans collectively evaluated for impairment | 994 | 828 | 912 | |||
Purchased credit impaired loans allowance for loan losses | 0 | 0 | 0 | |||
Invidually evaluated for impairment | 11 | 13 | 268 | |||
Collectively evaluated for impairment | 115,131 | 114,357 | 73,464 | |||
Purchased credit impaired loans evaluated for impairment | 3 | 2 | 3 | |||
Balance of loans collectively evaluated for impairment | 115,134 | 73,466 | 114,360 | |||
Purchased credit impaired loans evaluated for impairment | 115,145 | 73,734 | 114,373 | |||
Commercial and Industrial Sector | Beginning of Period | ||||||
Allowance for loan losses | 841 | 1,011 | 1,011 | 841 | 1,011 | 1,011 |
Purchased credit impaired loans evaluated for impairment | 841 | 1,011 | $ 1,011 | |||
Commercial and Industrial Sector | End of Period | ||||||
Allowance for loan losses | 1,005 | 937 | $ 1,005 | $ 937 | ||
Purchased credit impaired loans evaluated for impairment | $ 1,005 | $ 937 | ||||
Allowance for loan losses | $ 841 |
NOTE 5 - LOANS_ Past Due Fina79
NOTE 5 - LOANS: Past Due Financing Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Loans Receivable | Commercial Real Estate | ||
Financing Receivable, Recorded Investment, Past Due | $ 663,158 | $ 671,823 |
Loans Receivable | Residential Real Estate | ||
Financing Receivable, Recorded Investment, Past Due | 84,508 | 84,781 |
Loans Receivable | Construction | ||
Financing Receivable, Recorded Investment, Past Due | 28,354 | 22,720 |
Loans Receivable | Commercial and Industrial Sector | ||
Financing Receivable, Recorded Investment, Past Due | 115,144 | 114,373 |
Purchased Credit Impaired Loans | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Purchased Credit Impaired Loans | Commercial Real Estate | ||
Financing Receivable, Recorded Investment, Past Due | 12,475 | 13,017 |
Purchased Credit Impaired Loans | Residential Real Estate | ||
Financing Receivable, Recorded Investment, Past Due | 1,290 | 1,295 |
Purchased Credit Impaired Loans | Construction | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Purchased Credit Impaired Loans | Commercial and Industrial Sector | ||
Financing Receivable, Recorded Investment, Past Due | 3 | 3 |
Consumer Loan | Loans Receivable | ||
Financing Receivable, Recorded Investment, Past Due | 97 | 1,096 |
Financing Receivables, 30 to 59 Days Past Due | ||
Financing Receivable, Recorded Investment, Past Due | 1,506 | 1,894 |
Financing Receivables, 30 to 59 Days Past Due | Commercial Real Estate | ||
Financing Receivable, Recorded Investment, Past Due | 1,222 | 1,446 |
Financing Receivables, 30 to 59 Days Past Due | Residential Real Estate | ||
Financing Receivable, Recorded Investment, Past Due | 132 | 349 |
Financing Receivables, 30 to 59 Days Past Due | Construction | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Financing Receivables, 30 to 59 Days Past Due | Commercial and Industrial Sector | ||
Financing Receivable, Recorded Investment, Past Due | 149 | 96 |
Financing Receivables, 30 to 59 Days Past Due | Consumer Loan | ||
Financing Receivable, Recorded Investment, Past Due | 3 | 3 |
Financing Receivables, 60 to 89 Days Past Due | ||
Financing Receivable, Recorded Investment, Past Due | 95 | 0 |
Financing Receivables, 60 to 89 Days Past Due | Commercial Real Estate | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Financing Receivables, 60 to 89 Days Past Due | Residential Real Estate | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Financing Receivables, 60 to 89 Days Past Due | Construction | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Financing Receivables, 60 to 89 Days Past Due | Commercial and Industrial Sector | ||
Financing Receivable, Recorded Investment, Past Due | 95 | 0 |
Financing Receivables, 60 to 89 Days Past Due | Consumer Loan | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Commercial Real Estate | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Residential Real Estate | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Construction | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Commercial and Industrial Sector | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Consumer Loan | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Financing Receivables Past Due | ||
Financing Receivable, Recorded Investment, Past Due | 1,601 | 1,894 |
Financing Receivables Past Due | Commercial Real Estate | ||
Financing Receivable, Recorded Investment, Past Due | 1,222 | 1,446 |
Financing Receivables Past Due | Residential Real Estate | ||
Financing Receivable, Recorded Investment, Past Due | 132 | 349 |
Financing Receivables Past Due | Construction | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Financing Receivables Past Due | Commercial and Industrial Sector | ||
Financing Receivable, Recorded Investment, Past Due | 244 | 96 |
Financing Receivables Past Due | Consumer Loan | ||
Financing Receivable, Recorded Investment, Past Due | 3 | 3 |
Financing Receivables Current | ||
Financing Receivable, Recorded Investment, Past Due | 875,892 | 878,584 |
Financing Receivables Current | Commercial Real Estate | ||
Financing Receivable, Recorded Investment, Past Due | 649,460 | 657,360 |
Financing Receivables Current | Residential Real Estate | ||
Financing Receivable, Recorded Investment, Past Due | 83,086 | 83,137 |
Financing Receivables Current | Construction | ||
Financing Receivable, Recorded Investment, Past Due | 28,354 | 22,720 |
Financing Receivables Current | Commercial and Industrial Sector | ||
Financing Receivable, Recorded Investment, Past Due | 114,898 | 114,274 |
Financing Receivables Current | Consumer Loan | ||
Financing Receivable, Recorded Investment, Past Due | 94 | 1,093 |
Investment Less Than 90 Days And Still Accruing | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Investment Less Than 90 Days And Still Accruing | Commercial Real Estate | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Investment Less Than 90 Days And Still Accruing | Residential Real Estate | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Investment Less Than 90 Days And Still Accruing | Construction | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Investment Less Than 90 Days And Still Accruing | Commercial and Industrial Sector | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Investment Less Than 90 Days And Still Accruing | Consumer Loan | ||
Financing Receivable, Recorded Investment, Past Due | 0 | 0 |
Total | Loans Receivable | ||
Financing Receivable, Recorded Investment, Past Due | 891,261 | 894,793 |
Total | Purchased Credit Impaired Loans | ||
Financing Receivable, Recorded Investment, Past Due | $ 13,768 | $ 14,315 |
NOTE 5 - LOANS_ Financing Rec80
NOTE 5 - LOANS: Financing Receivable Credit Quality Indicators (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Loans Receivable | Total | ||
Risk Category of Loans by Class | $ 891,261 | $ 894,793 |
Loans Receivable | Consumer Loan | ||
Risk Category of Loans by Class | 97 | 1,096 |
Loans Receivable | Commercial Real Estate | ||
Risk Category of Loans by Class | 663,158 | 671,823 |
Loans Receivable | Residential Real Estate | ||
Risk Category of Loans by Class | 84,508 | 84,781 |
Loans Receivable | Construction | ||
Risk Category of Loans by Class | 28,353 | 22,720 |
Loans Receivable | Commercial and Industrial Sector | ||
Risk Category of Loans by Class | 115,145 | 114,373 |
Pass | Total | ||
Risk Category of Loans by Class | 876,224 | 882,911 |
Pass | Consumer Loan | ||
Risk Category of Loans by Class | 97 | 1,096 |
Pass | Commercial Real Estate | ||
Risk Category of Loans by Class | 655,931 | 664,551 |
Pass | Residential Real Estate | ||
Risk Category of Loans by Class | 84,376 | 84,781 |
Pass | Construction | ||
Risk Category of Loans by Class | 25,466 | 19,833 |
Pass | Commercial and Industrial Sector | ||
Risk Category of Loans by Class | 110,354 | 112,650 |
Special Mention | Total | ||
Risk Category of Loans by Class | 4,545 | 4,865 |
Special Mention | Consumer Loan | ||
Risk Category of Loans by Class | 0 | 0 |
Special Mention | Commercial Real Estate | ||
Risk Category of Loans by Class | 3,765 | 4,058 |
Special Mention | Residential Real Estate | ||
Risk Category of Loans by Class | 0 | 0 |
Special Mention | Construction | ||
Risk Category of Loans by Class | 0 | 0 |
Special Mention | Commercial and Industrial Sector | ||
Risk Category of Loans by Class | 781 | 807 |
Substandard | Total | ||
Risk Category of Loans by Class | 10,491 | 7,017 |
Substandard | Consumer Loan | ||
Risk Category of Loans by Class | 0 | 0 |
Substandard | Commercial Real Estate | ||
Risk Category of Loans by Class | 3,462 | 3,214 |
Substandard | Residential Real Estate | ||
Risk Category of Loans by Class | 132 | 0 |
Substandard | Construction | ||
Risk Category of Loans by Class | 2,887 | 2,887 |
Substandard | Commercial and Industrial Sector | ||
Risk Category of Loans by Class | 4,010 | 916 |
Doubtful | Total | ||
Risk Category of Loans by Class | 0 | 0 |
Doubtful | Consumer Loan | ||
Risk Category of Loans by Class | 0 | 0 |
Doubtful | Commercial Real Estate | ||
Risk Category of Loans by Class | 0 | 0 |
Doubtful | Residential Real Estate | ||
Risk Category of Loans by Class | 0 | 0 |
Doubtful | Construction | ||
Risk Category of Loans by Class | 0 | 0 |
Doubtful | Commercial and Industrial Sector | ||
Risk Category of Loans by Class | $ 0 | $ 0 |
NOTE 6 - BORROWINGS_ Federal Ho
NOTE 6 - BORROWINGS: Federal Home Loan Bank (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Federal Home Loan Bank, Advances, General Debt Obligations, Disclosures, General Description of Terms | approved secured borrowing facility with the FHLB for up to 25% of total assets for a term not to exceed five years | |
Federal Home Loan Bank, Advances, General Debt Obligations, Amount of Available, Unused Funds | $ 0 | $ 0 |
Line of Credit Facility, Current Borrowing Capacity | $ 7,450 |
NOTE 6 - BORROWINGS_ Federal Fu
NOTE 6 - BORROWINGS: Federal Funds Lines of Credit (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Other Commitments, Description | Federal Funds lines with available commitments totaling $65.0 million with four correspondent banks | |
Line of Credit Facility, Average Outstanding Amount | $ 0 | $ 0 |
Note 7 - Junior Subordinated 83
Note 7 - Junior Subordinated Deferrable Interest Debentures (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Details | |
Subordinated Borrowing Terms and Conditions | The Trust is a Delaware business formed with capital of $192,000 for the sole purpose of issuing trust preferred securities fully and unconditionally guaranteed by the Company. |
Proceeds from Subordinated Short-term Debt | $ 6,200 |
Subordinated Borrowing, Interest Rate | 4.83% |
Subordinated Debt | $ 5,400 |
NOTE 8 - EQUITY INCENTIVE PLA84
NOTE 8 - EQUITY INCENTIVE PLANS: 2017 Omnibus Equity Incentive Plan (Details) | Mar. 31, 2018shares |
Details | |
Defined Benefit Plan, Plan Assets, Employer, Related Party, Number of Shares | 450,000 |
NOTE 8 - EQUITY INCENTIVE PLA85
NOTE 8 - EQUITY INCENTIVE PLANS: 2014 Omnibus Equity Incentive Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Details | ||
Allocated Share-based Compensation Expense | $ 146 | $ 91 |
NOTE 8 - EQUITY INCENTIVE PLA86
NOTE 8 - EQUITY INCENTIVE PLANS: Schedule of Nonvested Restricted Stock Units Activity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Granted shares | ||
Weighted Average Number of Shares, Restricted Stock | 15,232 | 16,865 |
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 19.45 | $ 14.86 |
Vested shares | ||
Weighted Average Number of Shares, Restricted Stock | (8,706) | (5,333) |
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 13.40 | $ 12.47 |
Expected to vest assuming no forfeiture over the vesting term | ||
Weighted Average Number of Shares, Restricted Stock | 74,007 | 80,182 |
Beginning of Period | Non-vested shares | ||
Weighted Average Number of Shares, Restricted Stock | 67,481 | 68,650 |
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 13.51 | $ 11.51 |
End of Period | Non-vested shares | ||
Weighted Average Number of Shares, Restricted Stock | 74,007 | 80,182 |
NOTE 9 - EARNINGS PER SHARE C87
NOTE 9 - EARNINGS PER SHARE CALCULATION: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Details | ||
Net income | $ 4,069 | $ 1,416 |
Weighted Average number of shares outstanding | 7,512,227 | 5,397,930 |
Diluted effect of restrictive stock grants | 0 | 13,624 |
earnings per share | 7,512,227 | 5,411,554 |
NOTE 10 - FAIR VALUE MEASUREM88
NOTE 10 - FAIR VALUE MEASUREMENT: Fair Value, Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
US Government Corporations and Agencies Securities | ||
Assets Measured at Fair Value on a Recurring Basis | $ 5,401 | $ 5,997 |
Collateralized Mortgage Obligations | ||
Assets Measured at Fair Value on a Recurring Basis | 1,098 | 1,750 |
Assets Measured at Fair Value on Recurring Basis | ||
Assets Measured at Fair Value on a Recurring Basis | 36,789 | 40,505 |
Mortgage-backed Securities, Issued by US Government Sponsored Enterprises | ||
Assets Measured at Fair Value on a Recurring Basis | 9,590 | 9,740 |
US Government Agencies Debt Securities | ||
Assets Measured at Fair Value on a Recurring Basis | 4,968 | 6,971 |
Municipal Notes | ||
Assets Measured at Fair Value on a Recurring Basis | $ 15,732 | $ 16,047 |
NOTE 10 - FAIR VALUE MEASUREM89
NOTE 10 - FAIR VALUE MEASUREMENT: Fair Value Measurements, Nonrecurring (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Impaired Assets Measured at Fair Value on a Non-Recurring Basis | ||
Recorded Amounts of Impaired Loans Measured at Fair Value on a Non-Recurring Basis | $ 920 | $ 1,120 |
Consumer Loan | ||
Recorded Amounts of Impaired Loans Measured at Fair Value on a Non-Recurring Basis | 0 | 0 |
Commercial Real Estate | ||
Recorded Amounts of Impaired Loans Measured at Fair Value on a Non-Recurring Basis | 821 | 1,120 |
Residential Real Estate | ||
Recorded Amounts of Impaired Loans Measured at Fair Value on a Non-Recurring Basis | 99 | 0 |
Construction | ||
Recorded Amounts of Impaired Loans Measured at Fair Value on a Non-Recurring Basis | 0 | 0 |
Commercial and Industrial Sector | ||
Recorded Amounts of Impaired Loans Measured at Fair Value on a Non-Recurring Basis | $ 0 | $ 0 |
NOTE 10 - FAIR VALUE MEASUREM90
NOTE 10 - FAIR VALUE MEASUREMENT: Schedule of Estimated Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Interest-bearing deposits with financial institutions | $ 1,245 | $ 1,743 |
Investment securities available for sale | 36,789 | 40,505 |
Loans, net | 885,979 | 886,864 |
Deposits | 1,098,773 | 1,104,305 |
Subordinated Debentures | 5,402 | 5,387 |
Other borrowings | 6,000 | 6,000 |
Securities available for sale | 36,789 | 40,505 |
Financial Instrument Carrying Amount | Financial Assets | ||
Cash and cash equivalents | 255,551 | 249,853 |
Interest-bearing deposits with financial institutions | 1,245 | 1,743 |
Investment securities available for sale | 36,789 | 40,505 |
Loans, net | 885,979 | 886,864 |
Loans held for sale | 250 | 3,245 |
Other Equity Securities | 8,125 | 7,759 |
Accrued interest receivable | 4,984 | 3,002 |
Securities available for sale | 36,789 | 40,505 |
Financial Instrument Carrying Amount | Financial Liabilities | ||
Deposits | 1,098,265 | 1,104,305 |
Subordinated Debentures | 5,402 | 5,387 |
Other borrowings | 6,000 | 6,000 |
Accrued interest payable | 149 | 141 |
Financial Instrument Carrying Amount | Off-Balance Sheet Liabilities | ||
standby letters of credit | 310 | 310 |
standby letters of credit and Mastercard lines of credit | 310 | 310 |
Financial Instrument Fair Value | Financial Assets | ||
Cash and cash equivalents | 255,551 | 249,853 |
Interest-bearing deposits with financial institutions | 1,245 | 1,743 |
Investment securities available for sale | 36,789 | 40,505 |
Loans, net | 889,275 | 883,361 |
Loans held for sale | 250 | 3,245 |
Other Equity Securities | 8,125 | 7,759 |
Accrued interest receivable | 4,984 | 3,002 |
Securities available for sale | 36,789 | 40,505 |
Financial Instrument Fair Value | Financial Liabilities | ||
Deposits | 1,099,093 | 1,104,665 |
Subordinated Debentures | 5,412 | 5,387 |
Other borrowings | 6,000 | 6,000 |
Accrued interest payable | 149 | 141 |
Financial Instrument Fair Value | Off-Balance Sheet Liabilities | ||
standby letters of credit | 310 | 310 |
standby letters of credit and Mastercard lines of credit | 310 | 310 |
Fair Value, Inputs, Level 1 | Financial Assets | ||
Cash and cash equivalents | 255,551 | 249,853 |
Interest-bearing deposits with financial institutions | 1,245 | 1,743 |
Investment securities available for sale | 0 | 0 |
Loans, net | 0 | 0 |
Loans held for sale | 0 | 0 |
Other Equity Securities | 0 | 0 |
Accrued interest receivable | 0 | 0 |
Securities available for sale | 0 | 0 |
Fair Value, Inputs, Level 1 | Financial Liabilities | ||
Deposits | 878,753 | 875,506 |
Subordinated Debentures | 0 | 0 |
Other borrowings | 0 | 0 |
Accrued interest payable | 0 | 0 |
Fair Value, Inputs, Level 1 | Off-Balance Sheet Liabilities | ||
standby letters of credit | 0 | 0 |
standby letters of credit and Mastercard lines of credit | 0 | 0 |
Fair Value, Inputs, Level 2 | Financial Assets | ||
Cash and cash equivalents | 0 | 0 |
Interest-bearing deposits with financial institutions | 0 | 0 |
Investment securities available for sale | 36,789 | 40,505 |
Loans, net | 0 | 0 |
Loans held for sale | 250 | 3,245 |
Other Equity Securities | 8,125 | 7,759 |
Accrued interest receivable | 4,984 | 3,002 |
Securities available for sale | 36,789 | 40,505 |
Fair Value, Inputs, Level 2 | Financial Liabilities | ||
Deposits | 220,340 | 229,159 |
Subordinated Debentures | 0 | 0 |
Other borrowings | 0 | 0 |
Accrued interest payable | 149 | 141 |
Fair Value, Inputs, Level 2 | Off-Balance Sheet Liabilities | ||
standby letters of credit | 0 | 0 |
standby letters of credit and Mastercard lines of credit | 0 | 0 |
Fair Value, Inputs, Level 3 | Financial Assets | ||
Cash and cash equivalents | 0 | 0 |
Interest-bearing deposits with financial institutions | 0 | 0 |
Investment securities available for sale | 0 | 0 |
Loans, net | 889,275 | 883,361 |
Loans held for sale | 0 | 0 |
Other Equity Securities | 0 | 0 |
Accrued interest receivable | 0 | 0 |
Securities available for sale | 0 | 0 |
Fair Value, Inputs, Level 3 | Financial Liabilities | ||
Deposits | 0 | 0 |
Subordinated Debentures | 5,412 | 5,387 |
Other borrowings | 6,000 | 6,000 |
Accrued interest payable | 0 | 0 |
Fair Value, Inputs, Level 3 | Off-Balance Sheet Liabilities | ||
standby letters of credit | 310 | 310 |
standby letters of credit and Mastercard lines of credit | $ 310 | $ 310 |
NOTE 11 - SUBSEQUENT EVENTS_ 91
NOTE 11 - SUBSEQUENT EVENTS: Subsequent Events, Policy (Details) $ in Thousands | May 08, 2018USD ($) |
Details | |
Proceeds from Issuance Initial Public Offering | $ 66,800 |