Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
|
||||
|
||||
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
|
||||
|
||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
|
||||
|
||||
Large accelerated filer ☐
|
Accelerated filer ☒
|
Non-accelerated filer ☐
|
Smaller reporting company ☐
|
Emerging growth company ☐
|
|
||||
If a emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|
||||
|
||||
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
|
||||
|
||||
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
|
TABLE OF CONTENTS
|
||
|
|
Page
|
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
|
|
(Unaudited)
|
|
(Note 1)
|
||||
ASSETS
|
|
|
|
|
||||
Cash and cash equivalents:
|
|
|
|
|
||||
Cash and due from banks
|
|
$
|
17,026
|
|
|
$
|
14,846
|
|
Interest bearing balances with banks
|
|
779
|
|
|
2,494
|
|
||
Total cash and cash equivalents
|
|
17,805
|
|
|
17,340
|
|
||
Certificates of deposit with other banks
|
|
14,527
|
|
|
14,527
|
|
||
Investment Securities:
|
|
|
|
|
|
|||
Securities available-for-sale
|
|
175,110
|
|
|
162,368
|
|
||
Loans held for sale
|
|
107,825
|
|
|
90,174
|
|
||
Loans:
|
|
1,102,378
|
|
|
1,052,865
|
|
||
Less: Allowance for loan losses
|
|
(9,748
|
)
|
|
(9,101
|
)
|
||
Net Loans
|
|
1,092,630
|
|
|
1,043,764
|
|
||
Premises and equipment
|
|
27,462
|
|
|
25,081
|
|
||
Bank owned life insurance
|
|
23,322
|
|
|
22,970
|
|
||
Accrued interest receivable and other assets
|
|
29,892
|
|
|
24,100
|
|
||
Goodwill
|
|
18,480
|
|
|
18,480
|
|
||
TOTAL ASSETS
|
|
$
|
1,507,053
|
|
|
$
|
1,418,804
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|||
Deposits:
|
|
|
|
|
|
|||
Noninterest bearing
|
|
$
|
121,355
|
|
|
$
|
115,692
|
|
Interest bearing
|
|
978,253
|
|
|
991,325
|
|
||
Total deposits
|
|
1,099,608
|
|
|
1,107,017
|
|
||
|
|
|
|
|
||||
Accrued interest payable and other liabilities
|
|
15,509
|
|
|
16,557
|
|
||
Repurchase agreements
|
|
22,194
|
|
|
25,160
|
|
||
FHLB and other borrowings
|
|
189,384
|
|
|
90,921
|
|
||
Subordinated debt
|
|
33,524
|
|
|
33,524
|
|
||
Total liabilities
|
|
1,360,219
|
|
|
1,273,179
|
|
||
|
|
|
|
|
||||
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|||
Preferred stock, par value $1,000; 20,000 authorized; 783 and 9,283 issued in 2017 and 2016, respectively (See Footnote 7)
|
|
7,834
|
|
|
16,334
|
|
||
Common stock, par value $1; 20,000,000 shares authorized; 10,494,350 shares issued and 10,443,273 shares outstanding in 2017; 10,047,621 shares issued and 9,996,544 shares outstanding in 2016
|
|
10,494
|
|
|
10,048
|
|
||
Additional paid-in capital
|
|
98,216
|
|
|
93,412
|
|
||
Retained earnings
|
|
34,264
|
|
|
31,192
|
|
||
Accumulated other comprehensive loss
|
|
(2,890
|
)
|
|
(4,277
|
)
|
||
Treasury stock, 51,077 shares, at cost
|
|
(1,084
|
)
|
|
(1,084
|
)
|
||
Total stockholders’ equity
|
|
146,834
|
|
|
145,625
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
1,507,053
|
|
|
$
|
1,418,804
|
|
|
|
Six Months Ended
June 30, |
|
Three Months Ended
June 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
INTEREST INCOME
|
|
|
|
|
|
|
|
|
||||||||
Interest and fees on loans
|
|
$
|
24,420
|
|
|
$
|
25,018
|
|
|
$
|
12,538
|
|
|
$
|
12,587
|
|
Interest on deposits with other banks
|
|
161
|
|
|
170
|
|
|
82
|
|
|
82
|
|
||||
Interest on investment securities - taxable
|
|
1,191
|
|
|
642
|
|
|
645
|
|
|
332
|
|
||||
Interest on tax exempt loans and securities
|
|
1,110
|
|
|
1,132
|
|
|
549
|
|
|
579
|
|
||||
Total interest income
|
|
26,882
|
|
|
26,962
|
|
|
13,814
|
|
|
13,580
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
INTEREST EXPENSE
|
|
|
|
|
|
|
|
|
||||||||
Interest on deposits
|
|
3,869
|
|
|
3,837
|
|
|
1,963
|
|
|
1,949
|
|
||||
Interest on repurchase agreements
|
|
36
|
|
|
38
|
|
|
19
|
|
|
17
|
|
||||
Interest on FHLB and other borrowings
|
|
668
|
|
|
545
|
|
|
380
|
|
|
319
|
|
||||
Interest on subordinated debt
|
|
1,109
|
|
|
1,105
|
|
|
558
|
|
|
553
|
|
||||
Total interest expense
|
|
5,682
|
|
|
5,525
|
|
|
2,920
|
|
|
2,838
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
NET INTEREST INCOME
|
|
21,200
|
|
|
21,437
|
|
|
10,894
|
|
|
10,742
|
|
||||
Provision for loan losses
|
|
1,041
|
|
|
1,900
|
|
|
523
|
|
|
1,275
|
|
||||
Net interest income after provision for loan losses
|
|
20,159
|
|
|
19,537
|
|
|
10,371
|
|
|
9,467
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
NONINTEREST INCOME
|
|
|
|
|
|
|
|
|
||||||||
Service charges on deposit accounts
|
|
352
|
|
|
358
|
|
|
165
|
|
|
185
|
|
||||
Income on bank owned life insurance
|
|
302
|
|
|
319
|
|
|
155
|
|
|
158
|
|
||||
Visa debit card and interchange income
|
|
613
|
|
|
601
|
|
|
318
|
|
|
309
|
|
||||
Mortgage fee income
|
|
18,586
|
|
|
16,182
|
|
|
8,952
|
|
|
9,397
|
|
||||
Gain on sale of portfolio loans
|
|
212
|
|
|
600
|
|
|
203
|
|
|
451
|
|
||||
Insurance and investment services income
|
|
248
|
|
|
175
|
|
|
124
|
|
|
122
|
|
||||
Gain on sale of securities
|
|
350
|
|
|
603
|
|
|
167
|
|
|
222
|
|
||||
(Loss) gain on derivatives
|
|
(910
|
)
|
|
1,432
|
|
|
1,037
|
|
|
1,031
|
|
||||
Other operating income
|
|
638
|
|
|
343
|
|
|
446
|
|
|
126
|
|
||||
Total noninterest income
|
|
20,391
|
|
|
20,613
|
|
|
11,567
|
|
|
12,001
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
NONINTEREST EXPENSES
|
|
|
|
|
|
|
|
|
||||||||
Salary and employee benefits
|
|
21,760
|
|
|
22,044
|
|
|
11,798
|
|
|
11,735
|
|
||||
Occupancy expense
|
|
2,041
|
|
|
1,839
|
|
|
1,047
|
|
|
901
|
|
||||
Equipment depreciation and maintenance
|
|
1,431
|
|
|
1,146
|
|
|
742
|
|
|
586
|
|
||||
Data processing and communications
|
|
2,694
|
|
|
2,381
|
|
|
1,480
|
|
|
1,256
|
|
||||
Mortgage processing
|
|
1,637
|
|
|
1,654
|
|
|
743
|
|
|
793
|
|
||||
Marketing, contributions and sponsorships
|
|
604
|
|
|
647
|
|
|
277
|
|
|
350
|
|
||||
Professional fees
|
|
1,413
|
|
|
1,543
|
|
|
736
|
|
|
838
|
|
||||
Printing, postage and supplies
|
|
463
|
|
|
417
|
|
|
246
|
|
|
202
|
|
||||
Insurance, tax and assessment expense
|
|
928
|
|
|
732
|
|
|
467
|
|
|
359
|
|
||||
Travel, entertainment, dues and subscriptions
|
|
1,059
|
|
|
819
|
|
|
558
|
|
|
451
|
|
||||
Other operating expenses
|
|
790
|
|
|
434
|
|
|
409
|
|
|
285
|
|
||||
Total noninterest expense
|
|
34,820
|
|
|
33,656
|
|
|
18,503
|
|
|
17,756
|
|
||||
Income from continuing operations, before income taxes
|
|
5,730
|
|
|
6,494
|
|
|
3,435
|
|
|
3,712
|
|
||||
Income tax expense - continuing operations
|
|
1,896
|
|
|
2,134
|
|
|
1,175
|
|
|
1,254
|
|
||||
Net income from continuing operations
|
|
3,834
|
|
|
4,360
|
|
|
2,260
|
|
|
2,458
|
|
||||
Loss from discontinued operations, before income taxes
|
|
—
|
|
|
6,346
|
|
|
—
|
|
|
6,516
|
|
||||
Income tax benefit - discontinued operations
|
|
—
|
|
|
2,411
|
|
|
—
|
|
|
2,475
|
|
||||
Net loss from discontinued operations
|
|
—
|
|
|
3,935
|
|
|
—
|
|
|
4,041
|
|
||||
Net income
|
|
$
|
3,834
|
|
|
$
|
8,295
|
|
|
$
|
2,260
|
|
|
$
|
6,499
|
|
Preferred dividends
|
|
251
|
|
|
500
|
|
|
122
|
|
|
314
|
|
||||
Net income available to common shareholders
|
|
$
|
3,583
|
|
|
$
|
7,795
|
|
|
$
|
2,138
|
|
|
$
|
6,185
|
|
|
|
|
|
|
|
|
|
|
Earnings per share from continuing operations - basic
|
|
$
|
0.35
|
|
|
$
|
0.48
|
|
|
$
|
0.21
|
|
|
$
|
0.27
|
|
Earnings per share from discontinued operations - basic
|
|
$
|
—
|
|
|
$
|
0.49
|
|
|
$
|
—
|
|
|
$
|
0.50
|
|
Earnings per common shareholder - basic
|
|
$
|
0.35
|
|
|
$
|
0.97
|
|
|
$
|
0.21
|
|
|
$
|
0.77
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share from continuing operations - diluted
|
|
$
|
0.35
|
|
|
$
|
0.45
|
|
|
$
|
0.20
|
|
|
$
|
0.25
|
|
Earnings per share from discontinued operations - diluted
|
|
$
|
—
|
|
|
$
|
0.40
|
|
|
$
|
—
|
|
|
$
|
0.38
|
|
Earnings per common shareholder - diluted
|
|
$
|
0.35
|
|
|
$
|
0.85
|
|
|
$
|
0.20
|
|
|
$
|
0.63
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared
|
|
$
|
0.05
|
|
|
$
|
0.04
|
|
|
$
|
0.025
|
|
|
$
|
0.02
|
|
Weighted average shares outstanding - basic
|
|
10,171,198
|
|
|
8,070,082
|
|
|
10,343,933
|
|
|
8,078,000
|
|
||||
Weighted average shares outstanding - diluted
|
|
10,172,254
|
|
|
9,925,573
|
|
|
12,181,433
|
|
|
10,433,120
|
|
|
|
Six Months Ended
June 30, |
|
Three Months Ended
June 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net Income
|
|
$
|
3,834
|
|
|
$
|
8,295
|
|
|
$
|
2,260
|
|
|
$
|
6,499
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gains on securities available-for-sale
|
|
2,997
|
|
|
2,220
|
|
|
2,549
|
|
|
1,802
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gains during the year related to reclassified held-to
maturity securities
|
|
—
|
|
|
1,825
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income tax effect
|
|
(1,198
|
)
|
|
(1,618
|
)
|
|
(1,019
|
)
|
|
(721
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Reclassification adjustment for gain recognized in income
|
|
(350
|
)
|
|
(334
|
)
|
|
(167
|
)
|
|
(222
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Reclassification adjustment for gain recognized in income related to
reclassified held-to-maturity securities
|
|
—
|
|
|
(269
|
)
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income tax effect
|
|
140
|
|
|
241
|
|
|
67
|
|
|
89
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Change in defined benefit pension plan
|
|
(336
|
)
|
|
(817
|
)
|
|
(500
|
)
|
|
(300
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income tax effect
|
|
134
|
|
|
327
|
|
|
200
|
|
|
120
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total other comprehensive income
|
|
1,387
|
|
|
1,575
|
|
|
1,130
|
|
|
768
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
|
$
|
5,221
|
|
|
$
|
9,870
|
|
|
$
|
3,390
|
|
|
$
|
7,267
|
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive (Loss)
|
|
Treasury Stock
|
|
Total Stockholders' Equity
|
||||||||||||||
Balance December 31, 2015
|
|
$
|
16,334
|
|
|
$
|
8,113
|
|
|
$
|
74,228
|
|
|
$
|
20,054
|
|
|
$
|
(2,933
|
)
|
|
$
|
(1,084
|
)
|
|
$
|
114,712
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,295
|
|
|
—
|
|
|
—
|
|
|
8,295
|
|
|||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,575
|
|
|
—
|
|
|
1,575
|
|
|||||||
Cash dividends paid ($0.04 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(323
|
)
|
|
—
|
|
|
—
|
|
|
(323
|
)
|
|||||||
Dividends on preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
|||||||
Stock based compensation
|
|
—
|
|
|
—
|
|
|
268
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
268
|
|
|||||||
Common stock options exercised
|
|
—
|
|
|
16
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance June 30, 2016
|
|
$
|
16,334
|
|
|
$
|
8,129
|
|
|
$
|
74,472
|
|
|
$
|
27,526
|
|
|
$
|
(1,358
|
)
|
|
$
|
(1,084
|
)
|
|
$
|
124,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance December 31, 2016
|
|
16,334
|
|
|
10,048
|
|
|
93,412
|
|
|
31,192
|
|
|
(4,277
|
)
|
|
(1,084
|
)
|
|
145,625
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,834
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,834
|
|
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,387
|
|
|
—
|
|
|
1,387
|
|
|||||||
Cash dividends paid ($0.05 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(511
|
)
|
|
—
|
|
|
—
|
|
|
(511
|
)
|
|||||||
Dividends on preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(251
|
)
|
|
—
|
|
|
—
|
|
|
(251
|
)
|
|||||||
Common stock issuance, net of issuance costs
|
|
—
|
|
|
444
|
|
|
4,487
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,931
|
|
|||||||
Stock based compensation
|
|
—
|
|
|
—
|
|
|
327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
327
|
|
|||||||
Common stock options exercised
|
|
—
|
|
|
2
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||||
Redemption of preferred stock
|
|
(8,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,500
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance June 30, 2017
|
|
$
|
7,834
|
|
|
$
|
10,494
|
|
|
$
|
98,216
|
|
|
$
|
34,264
|
|
|
$
|
(2,890
|
)
|
|
$
|
(1,084
|
)
|
|
$
|
146,834
|
|
|
|
Six Months Ended
June 30, |
||||||
|
|
2017
|
|
2016
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
||||
Net Income
|
|
$
|
3,834
|
|
|
$
|
8,295
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
||||
Net amortization and accretion of investments
|
|
620
|
|
|
395
|
|
||
Net amortization of deferred loan (fees) costs
|
|
54
|
|
|
1
|
|
||
Provision for loan losses
|
|
1,041
|
|
|
1,900
|
|
||
Depreciation and amortization
|
|
1,292
|
|
|
1,665
|
|
||
Stock based compensation
|
|
327
|
|
|
268
|
|
||
Loans originated for sale
|
|
(702,136
|
)
|
|
(757,377
|
)
|
||
Proceeds of loans sold
|
|
703,071
|
|
|
744,511
|
|
||
Mortgage fee income
|
|
(18,586
|
)
|
|
(16,182
|
)
|
||
Gain on sale of securities
|
|
(716
|
)
|
|
(605
|
)
|
||
Loss on sale of securities
|
|
366
|
|
|
2
|
|
||
Gain on sale of portfolio loans
|
|
(212
|
)
|
|
(600
|
)
|
||
Gain on sale of subsidiary
|
|
—
|
|
|
(6,926
|
)
|
||
Income on bank owned life insurance
|
|
(302
|
)
|
|
(319
|
)
|
||
Deferred taxes
|
|
178
|
|
|
(656
|
)
|
||
Other, net
|
|
(5,008
|
)
|
|
5,364
|
|
||
Net cash used in operating activities
|
|
(16,177
|
)
|
|
(20,264
|
)
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Purchases of investment securities available-for-sale
|
|
(51,026
|
)
|
|
(61,072
|
)
|
||
Maturities/paydowns of investment securities available-for-sale
|
|
7,587
|
|
|
9,065
|
|
||
Maturities/paydowns of investment securities held-to-maturity
|
|
—
|
|
|
400
|
|
||
Sales of investment securities available-for-sale
|
|
33,075
|
|
|
39,527
|
|
||
Purchases of premises and equipment
|
|
(3,619
|
)
|
|
(1,274
|
)
|
||
Disposals of premises and equipment from sale of subsidiary
|
|
—
|
|
|
581
|
|
||
Net increase in loans
|
|
(49,749
|
)
|
|
(55,552
|
)
|
||
Purchases of restricted bank stock
|
|
(12,257
|
)
|
|
(14,114
|
)
|
||
Redemptions of restricted bank stock
|
|
8,932
|
|
|
12,752
|
|
||
Proceeds from sale of certificates of deposit with banks
|
|
1,733
|
|
|
—
|
|
||
Purchases of certificates of deposit with banks
|
|
(1,733
|
)
|
|
—
|
|
||
Proceeds from sale of other real estate owned
|
|
—
|
|
|
15
|
|
||
Purchase of bank owned life insurance
|
|
(50
|
)
|
|
—
|
|
||
Proceeds from sale of subsidiary
|
|
—
|
|
|
7,047
|
|
||
Net cash used in investing activities
|
|
(67,107
|
)
|
|
(62,625
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Net (decrease) increase in deposits
|
|
(7,409
|
)
|
|
54,928
|
|
||
Net decrease in repurchase agreements
|
|
(2,966
|
)
|
|
(1,389
|
)
|
||
Net change in short-term FHLB borrowings
|
|
72,357
|
|
|
29,856
|
|
||
Principal payments on FHLB borrowings
|
|
(576
|
)
|
|
(46
|
)
|
||
Proceeds from new FHLB borrowings
|
|
26,682
|
|
|
—
|
|
||
Proceeds from stock offering, net of issuance costs
|
|
4,931
|
|
|
—
|
|
||
Preferred stock redemption
|
|
(8,500
|
)
|
|
—
|
|
||
Common stock options exercised
|
|
(8
|
)
|
|
(8
|
)
|
||
Cash dividends paid on common stock
|
|
(511
|
)
|
|
(323
|
)
|
||
Cash dividends paid on preferred stock
|
|
(251
|
)
|
|
(500
|
)
|
||
Net cash provided by financing activities
|
|
83,749
|
|
|
82,518
|
|
||
Increase (decrease) in cash and cash equivalents
|
|
465
|
|
|
(371
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
17,340
|
|
|
29,133
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
17,805
|
|
|
$
|
28,762
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
||||
Loans transferred to other real estate owned
|
|
$
|
709
|
|
|
$
|
127
|
|
Cashless stock options exercised
|
|
$
|
2
|
|
|
$
|
16
|
|
Cash payments for:
|
|
|
|
|
||||
Interest on deposits, repurchase agreements and borrowings
|
|
$
|
5,895
|
|
|
$
|
5,404
|
|
Income taxes
|
|
$
|
4,977
|
|
|
$
|
1,382
|
|
(Dollars in thousands)
|
|
Amortized Cost
|
|
Unrealized Gain
|
|
Unrealized Loss
|
|
Fair Value
|
||||||||
U. S. Agency securities
|
|
$
|
47,627
|
|
|
$
|
148
|
|
|
$
|
(221
|
)
|
|
$
|
47,554
|
|
U.S. Sponsored Mortgage-backed securities
|
|
59,094
|
|
|
84
|
|
|
(931
|
)
|
|
58,247
|
|
||||
Municipal securities
|
|
53,454
|
|
|
960
|
|
|
(492
|
)
|
|
53,922
|
|
||||
Total debt securities
|
|
160,175
|
|
|
1,192
|
|
|
(1,644
|
)
|
|
159,723
|
|
||||
Equity and other securities
|
|
14,952
|
|
|
435
|
|
|
—
|
|
|
15,387
|
|
||||
Total investment securities available-for-sale
|
|
$
|
175,127
|
|
|
$
|
1,627
|
|
|
$
|
(1,644
|
)
|
|
$
|
175,110
|
|
(Dollars in thousands)
|
|
Amortized Cost
|
|
Unrealized Gain
|
|
Unrealized Loss
|
|
Fair Value
|
||||||||
U. S. Agency securities
|
|
$
|
29,234
|
|
|
$
|
7
|
|
|
$
|
(425
|
)
|
|
$
|
28,816
|
|
U.S. Sponsored Mortgage-backed securities
|
|
56,080
|
|
|
14
|
|
|
(1,362
|
)
|
|
54,732
|
|
||||
Municipal securities
|
|
72,075
|
|
|
744
|
|
|
(2,023
|
)
|
|
70,796
|
|
||||
Total debt securities
|
|
157,389
|
|
|
765
|
|
|
(3,810
|
)
|
|
154,344
|
|
||||
Equity and other securities
|
|
7,643
|
|
|
381
|
|
|
—
|
|
|
8,024
|
|
||||
Total investment securities available-for-sale
|
|
$
|
165,032
|
|
|
$
|
1,146
|
|
|
$
|
(3,810
|
)
|
|
$
|
162,368
|
|
(Dollars in thousands)
|
|
Less than 12 months
|
|
12 months or more
|
||||||||||||
Description and number of positions
|
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
||||||||
U.S. Agency securities (10)
|
|
$
|
16,764
|
|
|
$
|
(196
|
)
|
|
$
|
1,975
|
|
|
$
|
(25
|
)
|
U.S. Sponsored Mortgage-backed securities (33)
|
|
28,772
|
|
|
(479
|
)
|
|
19,909
|
|
|
(452
|
)
|
||||
Municipal securities (47)
|
|
23,827
|
|
|
(472
|
)
|
|
858
|
|
|
(20
|
)
|
||||
Equity and other securities (0)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
69,363
|
|
|
$
|
(1,147
|
)
|
|
$
|
22,742
|
|
|
$
|
(497
|
)
|
(Dollars in thousands)
|
|
Less than 12 months
|
|
12 months or more
|
||||||||||||
Description and number of positions
|
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
||||||||
U.S. Agency securities (16)
|
|
$
|
28,814
|
|
|
$
|
(425
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Sponsored Mortgage-backed securities (29)
|
|
33,209
|
|
|
(1,040
|
)
|
|
13,919
|
|
|
(322
|
)
|
||||
Municipal securities (86)
|
|
42,727
|
|
|
(2,023
|
)
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
104,750
|
|
|
$
|
(3,488
|
)
|
|
$
|
13,919
|
|
|
$
|
(322
|
)
|
(Dollars in thousands)
|
|
Commercial
|
|
Residential
|
|
Home Equity
|
|
Consumer
|
|
Total
|
||||||||||
Allowance for loan losses balance at March 31, 2017
|
|
$
|
7,285
|
|
|
$
|
1,085
|
|
|
$
|
790
|
|
|
$
|
212
|
|
|
$
|
9,372
|
|
Charge-offs
|
|
(150
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(163
|
)
|
|||||
Recoveries
|
|
12
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|
16
|
|
|||||
Provision
|
|
576
|
|
|
(95
|
)
|
|
(14
|
)
|
|
56
|
|
|
523
|
|
|||||
Allowance for loan losses balance at June 30, 2017
|
|
$
|
7,723
|
|
|
$
|
992
|
|
|
$
|
777
|
|
|
$
|
256
|
|
|
$
|
9,748
|
|
(Dollars in thousands)
|
|
Commercial
|
|
Residential
|
|
Home Equity
|
|
Consumer
|
|
Total
|
||||||||||
Allowance for loan losses balance at December 31, 2016
|
|
$
|
7,181
|
|
|
$
|
990
|
|
|
$
|
728
|
|
|
$
|
202
|
|
|
$
|
9,101
|
|
Charge-offs
|
|
(263
|
)
|
|
(141
|
)
|
|
(33
|
)
|
|
(16
|
)
|
|
(453
|
)
|
|||||
Recoveries
|
|
21
|
|
|
34
|
|
|
2
|
|
|
2
|
|
|
59
|
|
|||||
Provision
|
|
784
|
|
|
109
|
|
|
80
|
|
|
68
|
|
|
1,041
|
|
|||||
Allowance for loan losses balance at June 30, 2017
|
|
$
|
7,723
|
|
|
$
|
992
|
|
|
$
|
777
|
|
|
$
|
256
|
|
|
$
|
9,748
|
|
Individually evaluated for impairment
|
|
$
|
265
|
|
|
$
|
14
|
|
|
$
|
36
|
|
|
$
|
71
|
|
|
$
|
386
|
|
Collectively evaluated for impairment
|
|
$
|
7,458
|
|
|
$
|
978
|
|
|
$
|
741
|
|
|
$
|
185
|
|
|
$
|
9,362
|
|
(Dollars in thousands)
|
|
Commercial
|
|
Residential
|
|
Home Equity
|
|
Consumer
|
|
Total
|
||||||||||
Individually evaluated for impairment
|
|
$
|
9,369
|
|
|
$
|
1,051
|
|
|
$
|
643
|
|
|
$
|
267
|
|
|
$
|
11,330
|
|
Collectively evaluated for impairment
|
|
772,901
|
|
|
241,121
|
|
|
63,679
|
|
|
13,347
|
|
|
1,091,048
|
|
|||||
Total Loans
|
|
$
|
782,270
|
|
|
$
|
242,172
|
|
|
$
|
64,322
|
|
|
$
|
13,614
|
|
|
$
|
1,102,378
|
|
(Dollars in thousands)
|
|
Commercial
|
|
Residential
|
|
Home Equity
|
|
Consumer
|
|
Total
|
||||||||||
Allowance for loan losses balance at March 31, 2016
|
|
$
|
6,221
|
|
|
$
|
1,157
|
|
|
$
|
747
|
|
|
$
|
322
|
|
|
$
|
8,447
|
|
Charge-offs
|
|
(578
|
)
|
|
(57
|
)
|
|
—
|
|
|
—
|
|
|
(635
|
)
|
|||||
Recoveries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|||||
Provision
|
|
1,313
|
|
|
(89
|
)
|
|
11
|
|
|
40
|
|
|
1,275
|
|
|||||
Allowance for loan losses balance at June 30, 2016
|
|
$
|
6,956
|
|
|
$
|
1,011
|
|
|
$
|
758
|
|
|
$
|
366
|
|
|
$
|
9,091
|
|
(Dollars in thousands)
|
|
Commercial
|
|
Residential
|
|
Home Equity
|
|
Consumer
|
|
Total
|
||||||||||
Allowance for loan losses balance at December 31, 2015
|
|
$
|
6,066
|
|
|
$
|
1,095
|
|
|
$
|
715
|
|
|
$
|
130
|
|
|
$
|
8,006
|
|
Charge-offs
|
|
(680
|
)
|
|
(124
|
)
|
|
—
|
|
|
(22
|
)
|
|
(826
|
)
|
|||||
Recoveries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
|||||
Provision
|
|
1,570
|
|
|
40
|
|
|
43
|
|
|
247
|
|
|
1,900
|
|
|||||
Allowance for loan losses balance at June 30, 2016
|
|
$
|
6,956
|
|
|
$
|
1,011
|
|
|
$
|
758
|
|
|
$
|
366
|
|
|
$
|
9,091
|
|
Individually evaluated for impairment
|
|
$
|
1,338
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
258
|
|
|
$
|
1,596
|
|
Collectively evaluated for impairment
|
|
$
|
5,618
|
|
|
$
|
1,011
|
|
|
$
|
758
|
|
|
$
|
108
|
|
|
$
|
7,495
|
|
(Dollars in thousands)
|
|
Commercial
|
|
Residential
|
|
Home Equity
|
|
Consumer
|
|
Total
|
||||||||||
Individually evaluated for impairment
|
|
$
|
12,101
|
|
|
$
|
763
|
|
|
$
|
28
|
|
|
$
|
379
|
|
|
$
|
13,271
|
|
Collectively evaluated for impairment
|
|
749,201
|
|
|
241,157
|
|
|
68,526
|
|
|
15,351
|
|
|
1,074,235
|
|
|||||
Total Loans
|
|
$
|
761,302
|
|
|
$
|
241,920
|
|
|
$
|
68,554
|
|
|
$
|
15,730
|
|
|
$
|
1,087,506
|
|
|
|
Impaired Loans with Specific Allowance
|
|
Impaired Loans with No Specific Allowance
|
|
Total Impaired Loans
|
||||||||||||||
(Dollars in thousands)
|
|
Recorded Investment
|
|
Related Allowance
|
|
Recorded Investment
|
|
Recorded Investment
|
|
Unpaid Principal Balance
|
||||||||||
June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Business
|
|
$
|
3,313
|
|
|
$
|
14
|
|
|
$
|
177
|
|
|
$
|
3,490
|
|
|
$
|
3,491
|
|
Commercial Real Estate
|
|
1,237
|
|
|
177
|
|
|
1,437
|
|
|
2,674
|
|
|
2,701
|
|
|||||
Acquisition & Development
|
|
262
|
|
|
74
|
|
|
2,943
|
|
|
3,205
|
|
|
5,474
|
|
|||||
Total Commercial
|
|
4,812
|
|
|
265
|
|
|
4,557
|
|
|
9,369
|
|
|
11,666
|
|
|||||
Residential
|
|
113
|
|
|
14
|
|
|
938
|
|
|
1,051
|
|
|
1,112
|
|
|||||
Home Equity
|
|
573
|
|
|
36
|
|
|
70
|
|
|
643
|
|
|
655
|
|
|||||
Consumer
|
|
205
|
|
|
71
|
|
|
62
|
|
|
267
|
|
|
474
|
|
|||||
Total Impaired Loans
|
|
$
|
5,703
|
|
|
$
|
386
|
|
|
$
|
5,627
|
|
|
$
|
11,330
|
|
|
$
|
13,907
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Business
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,342
|
|
|
$
|
3,342
|
|
|
$
|
4,102
|
|
Commercial Real Estate
|
|
2,757
|
|
|
302
|
|
|
892
|
|
|
3,649
|
|
|
3,676
|
|
|||||
Acquisition & Development
|
|
264
|
|
|
74
|
|
|
3,526
|
|
|
3,790
|
|
|
6,059
|
|
|||||
Total Commercial
|
|
3,021
|
|
|
376
|
|
|
7,760
|
|
|
10,781
|
|
|
13,837
|
|
|||||
Residential
|
|
783
|
|
|
122
|
|
|
378
|
|
|
1,161
|
|
|
1,166
|
|
|||||
Home Equity
|
|
62
|
|
|
36
|
|
|
70
|
|
|
132
|
|
|
135
|
|
|||||
Consumer
|
|
16
|
|
|
9
|
|
|
62
|
|
|
78
|
|
|
285
|
|
|||||
Total Impaired Loans
|
|
$
|
3,882
|
|
|
$
|
543
|
|
|
$
|
8,270
|
|
|
$
|
12,152
|
|
|
$
|
15,423
|
|
|
|
Six Months Ended
June 30, 2016 |
|
Three Months Ended
June 30, 2016 |
||||||||||||||||||||
(Dollars in thousands)
|
|
Average Investment in Impaired Loans
|
|
Interest Income Recognized on Accrual Basis
|
|
Interest Income Recognized on Cash Basis
|
|
Average Investment in Impaired Loans
|
|
Interest Income Recognized on Accrual Basis
|
|
Interest Income Recognized on Cash Basis
|
||||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial Business
|
|
$
|
3,553
|
|
|
$
|
78
|
|
|
$
|
65
|
|
|
$
|
3,843
|
|
|
$
|
39
|
|
|
$
|
39
|
|
Commercial Real Estate
|
|
4,542
|
|
|
56
|
|
|
50
|
|
|
6,526
|
|
|
28
|
|
|
25
|
|
||||||
Acquisition & Development
|
|
2,686
|
|
|
4
|
|
|
6
|
|
|
2,651
|
|
|
2
|
|
|
3
|
|
||||||
Total Commercial
|
|
10,781
|
|
|
138
|
|
|
121
|
|
|
13,020
|
|
|
69
|
|
|
67
|
|
||||||
Residential
|
|
962
|
|
|
10
|
|
|
14
|
|
|
865
|
|
|
5
|
|
|
9
|
|
||||||
Home Equity
|
|
28
|
|
|
1
|
|
|
1
|
|
|
28
|
|
|
—
|
|
|
—
|
|
||||||
Consumer
|
|
283
|
|
|
—
|
|
|
—
|
|
|
368
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
12,054
|
|
|
$
|
149
|
|
|
$
|
136
|
|
|
$
|
14,281
|
|
|
$
|
74
|
|
|
$
|
76
|
|
(Dollars in thousands)
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Business
|
|
$
|
369,367
|
|
|
$
|
3,394
|
|
|
$
|
5,809
|
|
|
$
|
—
|
|
|
$
|
378,570
|
|
Commercial Real Estate
|
|
258,398
|
|
|
21,281
|
|
|
4,281
|
|
|
40
|
|
|
284,000
|
|
|||||
Acquisition & Development
|
|
107,316
|
|
|
7,159
|
|
|
2,582
|
|
|
2,643
|
|
|
119,700
|
|
|||||
Total Commercial
|
|
735,081
|
|
|
31,834
|
|
|
12,672
|
|
|
2,683
|
|
|
782,270
|
|
|||||
Residential
|
|
239,660
|
|
|
1,916
|
|
|
316
|
|
|
280
|
|
|
242,172
|
|
|||||
Home Equity
|
|
62,955
|
|
|
1,230
|
|
|
137
|
|
|
—
|
|
|
64,322
|
|
|||||
Consumer
|
|
13,173
|
|
|
205
|
|
|
174
|
|
|
62
|
|
|
13,614
|
|
|||||
Total Loans
|
|
$
|
1,050,869
|
|
|
$
|
35,185
|
|
|
$
|
13,299
|
|
|
$
|
3,025
|
|
|
$
|
1,102,378
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Business
|
|
$
|
377,631
|
|
|
$
|
2,933
|
|
|
$
|
6,833
|
|
|
$
|
69
|
|
|
$
|
387,466
|
|
Commercial Real Estate
|
|
240,851
|
|
|
26,340
|
|
|
3,532
|
|
|
737
|
|
|
271,460
|
|
|||||
Acquisition & Development
|
|
90,875
|
|
|
1,905
|
|
|
2,584
|
|
|
3,226
|
|
|
98,590
|
|
|||||
Total Commercial
|
|
709,357
|
|
|
31,178
|
|
|
12,949
|
|
|
4,032
|
|
|
757,516
|
|
|||||
Residential
|
|
212,869
|
|
|
1,664
|
|
|
787
|
|
|
132
|
|
|
215,452
|
|
|||||
Home Equity
|
|
64,706
|
|
|
582
|
|
|
98
|
|
|
—
|
|
|
65,386
|
|
|||||
Consumer
|
|
14,134
|
|
|
302
|
|
|
13
|
|
|
62
|
|
|
14,511
|
|
|||||
Total Loans
|
|
$
|
1,001,066
|
|
|
$
|
33,726
|
|
|
$
|
13,847
|
|
|
$
|
4,226
|
|
|
$
|
1,052,865
|
|
(Dollars in thousands)
|
|
Current
|
|
30-59 Days Past Due
|
|
60-89 Days Past Due
|
|
90+ Days Past Due
|
|
Total Past Due
|
|
Total Loans
|
|
Non-Accrual
|
|
90+ Days Still Accruing
|
||||||||||||||||
June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial Business
|
|
$
|
377,188
|
|
|
$
|
770
|
|
|
$
|
435
|
|
|
$
|
177
|
|
|
$
|
1,382
|
|
|
$
|
378,570
|
|
|
$
|
177
|
|
|
$
|
—
|
|
Commercial Real Estate
|
|
283,290
|
|
|
241
|
|
|
—
|
|
|
469
|
|
|
710
|
|
|
284,000
|
|
|
469
|
|
|
—
|
|
||||||||
Acquisition & Development
|
|
117,670
|
|
|
—
|
|
|
—
|
|
|
2,030
|
|
|
2,030
|
|
|
119,700
|
|
|
2,943
|
|
|
—
|
|
||||||||
Total Commercial
|
|
778,148
|
|
|
1,011
|
|
|
435
|
|
|
2,676
|
|
|
4,122
|
|
|
782,270
|
|
|
3,589
|
|
|
—
|
|
||||||||
Residential
|
|
240,686
|
|
|
—
|
|
|
1,066
|
|
|
420
|
|
|
1,486
|
|
|
242,172
|
|
|
630
|
|
|
—
|
|
||||||||
Home Equity
|
|
64,141
|
|
|
35
|
|
|
76
|
|
|
70
|
|
|
181
|
|
|
64,322
|
|
|
616
|
|
|
—
|
|
||||||||
Consumer
|
|
13,336
|
|
|
62
|
|
|
—
|
|
|
216
|
|
|
278
|
|
|
13,614
|
|
|
267
|
|
|
—
|
|
||||||||
Total Loans
|
|
$
|
1,096,311
|
|
|
$
|
1,108
|
|
|
$
|
1,577
|
|
|
$
|
3,382
|
|
|
$
|
6,067
|
|
|
$
|
1,102,378
|
|
|
$
|
5,102
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial Business
|
|
$
|
387,208
|
|
|
$
|
15
|
|
|
$
|
169
|
|
|
$
|
74
|
|
|
$
|
258
|
|
|
$
|
387,466
|
|
|
$
|
74
|
|
|
$
|
—
|
|
Commercial Real Estate
|
|
270,339
|
|
|
229
|
|
|
—
|
|
|
892
|
|
|
1,121
|
|
|
271,460
|
|
|
1,375
|
|
|
—
|
|
||||||||
Acquisition & Development
|
|
96,014
|
|
|
—
|
|
|
—
|
|
|
2,576
|
|
|
2,576
|
|
|
98,590
|
|
|
3,526
|
|
|
—
|
|
||||||||
Total Commercial
|
|
753,561
|
|
|
244
|
|
|
169
|
|
|
3,542
|
|
|
3,955
|
|
|
757,516
|
|
|
4,975
|
|
|
—
|
|
||||||||
Residential
|
|
212,502
|
|
|
2,067
|
|
|
419
|
|
|
464
|
|
|
2,950
|
|
|
215,452
|
|
|
1,072
|
|
|
—
|
|
||||||||
Home Equity
|
|
64,791
|
|
|
525
|
|
|
—
|
|
|
70
|
|
|
595
|
|
|
65,386
|
|
|
104
|
|
|
—
|
|
||||||||
Consumer
|
|
14,354
|
|
|
55
|
|
|
34
|
|
|
68
|
|
|
157
|
|
|
14,511
|
|
|
78
|
|
|
—
|
|
||||||||
Total Loans
|
|
$
|
1,045,208
|
|
|
$
|
2,891
|
|
|
$
|
622
|
|
|
$
|
4,144
|
|
|
$
|
7,657
|
|
|
$
|
1,052,865
|
|
|
$
|
6,229
|
|
|
$
|
—
|
|
(Dollars in thousands)
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Fixed interest rate notes, originating between October 2006 and April 2007, due between October 2021 and April 2022, interest of between 5.18% and 5.20% payable monthly
|
|
$
|
1,825
|
|
|
$
|
2,390
|
|
Amortizing fixed interest rate note, originating February 2007, due February 2022, payable in monthly installments of $5 thousand, including interest of 5.22%
|
|
787
|
|
|
798
|
|
||
|
|
$
|
2,612
|
|
|
$
|
3,188
|
|
Information related to subordinated debt is summarized as follows:
|
||||||||
(Dollars in thousands)
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Balance at end of period
|
|
$
|
33,524
|
|
|
$
|
33,524
|
|
Average balance during the period
|
|
33,524
|
|
|
33,524
|
|
||
Maximum month-end balance
|
|
33,524
|
|
|
33,524
|
|
||
Weighted-average rate during the year
|
|
6.66
|
%
|
|
6.64
|
%
|
||
Weighted-average rate at end of period
|
|
6.66
|
%
|
|
6.63
|
%
|
Level I:
|
Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
|
|
|
Level II:
|
Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.
|
|
|
Level III:
|
Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.
|
•
|
Available-for-sale investment securities
–
Available-for-sale investment securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security's credit rating, prepayment assumptions and other factors such as credit loss assumptions.
|
•
|
Loans held for sale
–
The fair value of mortgage loans held for sale is determined, when possible, using quoted secondary-market prices or investor commitments. If no such quoted price exists, the fair value of a loan is determined using quoted prices for a similar asset or assets, adjusted for the specific attributes of that loan, which would be used by other market participants.
|
•
|
Interest rate lock commitment
–
The Company estimates the fair value of interest rate lock commitments based on the value of the underlying mortgage loan, quoted mortgage-backed security prices and estimates of the fair value of the mortgage servicing rights and the probability that the mortgage loan will fund within the terms of the interest rate lock commitments.
|
•
|
Mortgage-backed security hedges
–
MBS hedges are considered derivatives and are recorded at fair value based on observable market data of the individual mortgage-backed security.
|
•
|
Interest rate cap
–
The fair value of the interest rate cap is determined at the end of each quarter by using Bloomberg Finance which values the interest rate cap using observable inputs from forward and futures yield curves as well as standard market volatility.
|
•
|
Interest rate swap
–
Interest rate swaps are recorded at fair value based on third party vendors who compile prices from various sources and may determine fair value of identical or similar instruments by using pricing models that consider observable market data.
|
|
|
June 30, 2017
|
||||||||||||||
(Dollars in thousands)
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government Agency securities
|
|
$
|
—
|
|
|
$
|
47,554
|
|
|
$
|
—
|
|
|
$
|
47,554
|
|
U.S. Sponsored Mortgage backed securities
|
|
—
|
|
|
58,247
|
|
|
—
|
|
|
58,247
|
|
||||
Municipal securities
|
|
—
|
|
|
53,922
|
|
|
—
|
|
|
53,922
|
|
||||
Equity and other securities
|
|
2,206
|
|
|
13,181
|
|
|
—
|
|
|
15,387
|
|
||||
Loans held for sale
|
|
—
|
|
|
107,825
|
|
|
—
|
|
|
107,825
|
|
||||
Interest rate lock commitment
|
|
—
|
|
|
—
|
|
|
2,094
|
|
|
2,094
|
|
||||
Mortgage-backed security hedges
|
|
—
|
|
|
449
|
|
|
—
|
|
|
449
|
|
||||
Interest rate swap
|
|
—
|
|
|
58
|
|
|
—
|
|
|
58
|
|
||||
Interest rate cap
|
|
—
|
|
|
58
|
|
|
—
|
|
|
58
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap
|
|
—
|
|
|
58
|
|
|
—
|
|
|
58
|
|
|
|
December 31, 2016
|
||||||||||||||
(Dollars in thousands)
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government Agency securities
|
|
$
|
—
|
|
|
$
|
28,816
|
|
|
$
|
—
|
|
|
$
|
28,816
|
|
U.S. Sponsored Mortgage backed securities
|
|
—
|
|
|
54,732
|
|
|
—
|
|
|
54,732
|
|
||||
Municipal securities
|
|
—
|
|
|
70,796
|
|
|
—
|
|
|
70,796
|
|
||||
Equity and other securities
|
|
897
|
|
|
7,127
|
|
|
—
|
|
|
8,024
|
|
||||
Loans held for sale
|
|
—
|
|
|
90,174
|
|
|
—
|
|
|
90,174
|
|
||||
Interest rate lock commitment
|
|
—
|
|
|
—
|
|
|
1,546
|
|
|
1,546
|
|
||||
Mortgage-backed security hedges
|
|
—
|
|
|
372
|
|
|
—
|
|
|
372
|
|
||||
Interest rate swap
|
|
—
|
|
|
250
|
|
|
—
|
|
|
250
|
|
||||
Interest rate cap
|
|
—
|
|
|
268
|
|
|
—
|
|
|
268
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap
|
|
—
|
|
|
250
|
|
|
—
|
|
|
250
|
|
•
|
Impaired loans
–
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. Once a loan is identified as individually impaired, management measures impairment using one of several methods, including collateral value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. Collateral values are estimated using Level II inputs based on observable market data or Level III inputs based on customized discounting criteria. For a majority of impaired real estate related loans, the Company obtains a current external appraisal. Other valuation techniques are used as well, including internal valuations, comparable property analysis and contractual sales information.
|
•
|
Other real estate owned
–
Other real estate owned, which is obtained through the Bank’s foreclosure process is valued utilizing the appraised collateral value. Collateral values are estimated using Level II inputs based on observable market data or Level III inputs based on customized discounting criteria. At the time, the foreclosure is completed, the Company obtains a current external appraisal.
|
|
|
June 30, 2017
|
||||||||||||||
(Dollars in thousands)
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
Impaired loans
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,944
|
|
|
$
|
10,944
|
|
Other real estate owned
|
|
—
|
|
|
—
|
|
|
1,119
|
|
|
1,119
|
|
|
|
December 31, 2016
|
||||||||||||||
(Dollars in thousands)
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
Impaired loans
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,609
|
|
|
$
|
11,609
|
|
Other real estate owned
|
|
—
|
|
|
—
|
|
|
414
|
|
|
414
|
|
|
|
Quantitative Information about Level III Fair Value Measurements
|
||||||||
(Dollars in thousands)
|
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range
|
||
June 30, 2017
|
|
|
|
|
|
|
|
|
||
Nonrecurring measurements:
|
|
|
|
|
|
|
|
|
||
Impaired loans
|
|
$
|
10,944
|
|
|
Appraisal of collateral
1
|
|
Appraisal adjustments
2
|
|
20% - 62%
|
|
|
|
|
|
|
|
Liquidation expense
2
|
|
5% - 10%
|
|
|
|
|
|
|
|
|
|
|
||
Other real estate owned
|
|
$
|
1,119
|
|
|
Appraisal of collateral
1
|
|
Appraisal adjustments
2
|
|
20% - 30%
|
|
|
|
|
|
|
|
Liquidation expense
2
|
|
5% - 10%
|
|
|
|
|
|
|
|
|
|
|
||
Recurring measurements:
|
|
|
|
|
|
|
|
|
||
Interest rate lock commitments
|
|
$
|
2,094
|
|
|
Pricing model
|
|
Pull through rates
|
|
73% - 80%
|
|
|
Quantitative Information about Level III Fair Value Measurements
|
||||||||
(Dollars in thousands)
|
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range
|
||
December 31, 2016
|
|
|
|
|
|
|
|
|
||
Nonrecurring measurements:
|
|
|
|
|
|
|
|
|
||
Impaired loans
|
|
$
|
11,609
|
|
|
Appraisal of collateral
1
|
|
Appraisal adjustments
2
|
|
20% - 62%
|
|
|
|
|
|
|
|
Liquidation expense
2
|
|
5% - 10%
|
|
|
|
|
|
|
|
|
|
|
||
Other real estate owned
|
|
$
|
414
|
|
|
Appraisal of collateral
1
|
|
Appraisal adjustments
2
|
|
20% - 30%
|
|
|
|
|
|
|
|
Liquidation expense
2
|
|
5% - 10%
|
|
|
|
|
|
|
|
|
|
|
||
Recurring measurements:
|
|
|
|
|
|
|
|
|
||
Interest rate lock commitments
|
|
$
|
1,546
|
|
|
Pricing model
|
|
Pull through rates
|
|
73% - 85%
|
•
|
Cash and cash equivalents: –
The carrying amounts for cash and cash equivalents approximate fair value because they have original maturities of 90 days or less and do not present unanticipated credit concerns.
|
•
|
Certificates of deposits –
The fair values for certificates of deposits are computed based on scheduled future cash flows of principal and interest, discounted at interest rates currently offered for certificates of deposits with similar terms of investors. No prepayments of principal are assumed.
|
•
|
Securities –
Fair values of securities are based on quoted market prices, where available. If quoted market prices are not available, estimated fair values are based on quoted market prices of comparable securities.
|
•
|
Loans held for sale –
Loans held for sale are reported at fair value. These loans currently consist of one-to-four-family residential loans originated for sale in the secondary market. Fair value is based on committed market rates or the price secondary markets are currently offering for similar loans using observable market data. (Level II)
|
•
|
Loans –
The fair values for loans are computed based on scheduled future cash flows of principal and interest, discounted at interest rates currently offered for loans with similar terms of borrowers of similar credit quality. No prepayments of principal are assumed.
|
•
|
Mortgage servicing rights –
The carrying value of mortgage servicing rights approximates their fair value.
|
•
|
Interest rate lock commitment –
For mortgage interest rate locks, the fair value is based on either (i) the price of the underlying loans obtained from an investor for loans that will be delivered on a best efforts basis or (ii) the observable price for individual loans traded in the secondary market for loans that will be delivered on a mandatory basis less (iii) expected costs to deliver the interest rate locks, any expected “pull through rate” is multiplied by this calculation to estimate the derivative value.
|
•
|
Mortgage-backed security hedges –
MBS hedges are used to mitigate interest rate risk for residential mortgage loans held for sale and interest rate locks and manage expected funding percentages. These instruments are considered derivatives and are recorded at fair value based on observable market data of the individual mortgage-backed securities.
|
•
|
Interest rate cap –
The fair value of the interest rate cap is determined at the end of each quarter by using Bloomberg Finance which values the interest rate cap using observable inputs from forward and futures yield curves as well as standard market volatility.
|
•
|
Interest rate swap –
Interest rate swaps are recorded at fair value based on third party vendors who compile prices from various sources and may determine fair value of identical or similar instruments by using pricing models that consider observable market data.
|
•
|
Accrued interest receivable and payable and repurchase agreements –
The carrying values of accrued interest receivable and payable approximate their fair values.
|
•
|
Deposits –
The fair values of demand deposits (i.e., noninterest bearing checking, NOW and money market), savings accounts and other variable rate deposits approximate their carrying values. Fair values of fixed maturity deposits are estimated using a discounted cash flow methodology at rates currently offered for deposits with similar remaining maturities. Any intangible value of long-term relationships with depositors is not considered in estimating the fair values disclosed.
|
•
|
FHLB and other borrowings –
The fair values for loans are computed based on scheduled future cash flows of principal and interest, discounted at interest rates currently offered for loans with similar terms of borrowers of similar credit quality. No prepayments of principal are assumed.
|
•
|
Subordinated debt –
The fair values for debt are computed based on scheduled future cash flows of principal and interest, discounted at interest rates currently offered for debt with similar terms of borrowers of similar credit quality. No prepayments of principal are assumed.
|
•
|
Off-balance sheet instruments –
The fair values of commitments to extend credit and standby letters of credit are estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of agreements and the present credit standing of the counterparties. The amounts of fees currently charged on commitments and standby letters of credit are deemed insignificant, and therefore, the estimated fair values and carrying values are not shown.
|
Fair Value Measurements at:
|
||||||||||||||||||||
(Dollars in thousands)
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Quoted Prices in Active Markets for Identical Assets (Level I)
|
|
Significant Other Observable Inputs (Level II)
|
|
Significant Unobservable Inputs (Level III)
|
||||||||||
June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
17,805
|
|
|
$
|
17,805
|
|
|
$
|
17,805
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Certificates of deposits with other banks
|
|
14,527
|
|
|
14,422
|
|
|
—
|
|
|
14,422
|
|
|
—
|
|
|||||
Securities available-for-sale
|
|
175,110
|
|
|
175,110
|
|
|
2,206
|
|
|
172,904
|
|
|
—
|
|
|||||
Loans held for sale
|
|
107,825
|
|
|
107,825
|
|
|
—
|
|
|
107,825
|
|
|
—
|
|
|||||
Loans, net
|
|
1,092,630
|
|
|
1,086,534
|
|
|
—
|
|
|
—
|
|
|
1,086,534
|
|
|||||
Mortgage servicing rights
|
|
186
|
|
|
186
|
|
|
—
|
|
|
—
|
|
|
186
|
|
|||||
Interest rate lock commitment
|
|
2,094
|
|
|
2,094
|
|
|
—
|
|
|
—
|
|
|
2,094
|
|
|||||
Mortgage-backed security hedges
|
|
449
|
|
|
449
|
|
|
—
|
|
|
449
|
|
|
—
|
|
|||||
Interest rate swap
|
|
58
|
|
|
58
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|||||
Interest rate cap
|
|
58
|
|
|
58
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|||||
Accrued interest receivable
|
|
4,357
|
|
|
4,357
|
|
|
—
|
|
|
992
|
|
|
3,365
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deposits
|
|
$
|
1,099,608
|
|
|
$
|
1,058,544
|
|
|
$
|
—
|
|
|
$
|
1,058,544
|
|
|
$
|
—
|
|
Repurchase agreements
|
|
22,194
|
|
|
22,194
|
|
|
—
|
|
|
22,194
|
|
|
—
|
|
|||||
FHLB and other borrowings
|
|
189,384
|
|
|
189,450
|
|
|
—
|
|
|
189,450
|
|
|
—
|
|
|||||
Mortgage-backed security hedges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest rate swap
|
|
58
|
|
|
58
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|||||
Accrued interest payable
|
|
529
|
|
|
529
|
|
|
—
|
|
|
529
|
|
|
—
|
|
|||||
Subordinated debt
|
|
33,524
|
|
|
32,275
|
|
|
—
|
|
|
32,275
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
17,340
|
|
|
$
|
17,340
|
|
|
$
|
17,340
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Certificates of deposits with other banks
|
|
14,527
|
|
|
14,985
|
|
|
—
|
|
|
14,985
|
|
|
—
|
|
|||||
Securities available-for-sale
|
|
162,368
|
|
|
162,368
|
|
|
897
|
|
|
161,471
|
|
|
—
|
|
|||||
Loans held for sale
|
|
90,174
|
|
|
90,174
|
|
|
—
|
|
|
90,174
|
|
|
—
|
|
|||||
Loans, net
|
|
1,043,764
|
|
|
1,035,437
|
|
|
—
|
|
|
—
|
|
|
1,035,437
|
|
|||||
Mortgage servicing rights
|
|
190
|
|
|
190
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|||||
Interest rate lock commitment
|
|
1,546
|
|
|
1,546
|
|
|
—
|
|
|
—
|
|
|
1,546
|
|
|||||
Mortgage-backed security hedges
|
|
372
|
|
|
372
|
|
|
—
|
|
|
372
|
|
|
—
|
|
|||||
Interest rate swap
|
|
250
|
|
|
250
|
|
|
—
|
|
|
250
|
|
|
—
|
|
|||||
Interest rate cap
|
|
268
|
|
|
268
|
|
|
—
|
|
|
268
|
|
|
—
|
|
|||||
Accrued interest receivable
|
|
3,951
|
|
|
3,951
|
|
|
—
|
|
|
1,002
|
|
|
2,949
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
|
$
|
1,107,017
|
|
|
$
|
1,116,174
|
|
|
$
|
—
|
|
|
$
|
1,116,174
|
|
|
$
|
—
|
|
Repurchase agreements
|
|
25,160
|
|
|
25,160
|
|
|
—
|
|
|
25,160
|
|
|
—
|
|
|||||
FHLB and other borrowings
|
|
90,921
|
|
|
90,919
|
|
|
—
|
|
|
90,919
|
|
|
—
|
|
|||||
Interest rate swap
|
|
250
|
|
|
250
|
|
|
—
|
|
|
250
|
|
|
—
|
|
|||||
Accrued interest payable
|
|
741
|
|
|
741
|
|
|
—
|
|
|
741
|
|
|
—
|
|
|||||
Subordinated debt
|
|
33,524
|
|
|
32,275
|
|
|
—
|
|
|
32,275
|
|
|
—
|
|
|
|
Six Months Ended
June 30, |
|
Three Months Ended
June 30, |
||||||||||||
(Dollars in thousands except shares and per share data)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator for basic earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations
|
|
$
|
3,834
|
|
|
$
|
4,360
|
|
|
$
|
2,260
|
|
|
$
|
2,458
|
|
Less: Dividends on preferred stock
|
|
251
|
|
|
500
|
|
|
122
|
|
|
314
|
|
||||
Net income from continuing operations available to common shareholders - basic
|
|
3,583
|
|
|
3,860
|
|
|
2,138
|
|
|
2,144
|
|
||||
Net income from discontinued operations available to common shareholders - basic and diluted
|
|
—
|
|
|
3,935
|
|
|
—
|
|
|
4,041
|
|
||||
Net income available to common shareholders
|
|
$
|
3,583
|
|
|
$
|
7,795
|
|
|
$
|
2,138
|
|
|
$
|
6,185
|
|
|
|
|
|
|
|
|
|
|
||||||||
Numerator for diluted earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations available to common shareholders - basic
|
|
$
|
3,583
|
|
|
$
|
3,860
|
|
|
$
|
2,138
|
|
|
$
|
2,144
|
|
Add: Dividends on convertible preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122
|
|
||||
Add: Interest on subordinated debt (tax effected)
|
|
—
|
|
|
622
|
|
|
349
|
|
|
312
|
|
||||
Net income available to common shareholders from continuing operations - diluted
|
|
$
|
3,583
|
|
|
$
|
4,482
|
|
|
$
|
2,487
|
|
|
$
|
2,578
|
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total average shares outstanding
|
|
10,171,198
|
|
|
8,070,082
|
|
|
10,343,933
|
|
|
8,078,000
|
|
||||
Effect of dilutive convertible preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
489,625
|
|
||||
Effect of dilutive convertible subordinated debt
|
|
—
|
|
|
1,837,500
|
|
|
1,837,500
|
|
|
1,837,500
|
|
||||
Effect of dilutive stock options
|
|
1,056
|
|
|
17,991
|
|
|
—
|
|
|
27,995
|
|
||||
Total diluted average shares outstanding
|
|
10,172,254
|
|
|
9,925,573
|
|
|
12,181,433
|
|
|
10,433,120
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share from continuing operations - basic
|
|
$
|
0.35
|
|
|
$
|
0.48
|
|
|
$
|
0.21
|
|
|
$
|
0.27
|
|
Earnings per share from discontinued operations - basic
|
|
$
|
—
|
|
|
$
|
0.49
|
|
|
$
|
—
|
|
|
$
|
0.50
|
|
Earnings per common shareholder - basic
|
|
$
|
0.35
|
|
|
$
|
0.97
|
|
|
$
|
0.21
|
|
|
$
|
0.77
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Earnings per share from continuing operations - diluted
|
|
$
|
0.35
|
|
|
$
|
0.45
|
|
|
$
|
0.20
|
|
|
$
|
0.25
|
|
Earnings per share from discontinued operations - diluted
|
|
$
|
—
|
|
|
$
|
0.40
|
|
|
$
|
—
|
|
|
$
|
0.38
|
|
Earnings per common shareholder - diluted
|
|
$
|
0.35
|
|
|
$
|
0.85
|
|
|
$
|
0.20
|
|
|
$
|
0.63
|
|
Three Months Ended June 30, 2017
|
|
Commercial & Retail Banking
|
|
Mortgage Banking
|
|
Financial Holding Company
|
|
Intercompany Eliminations
|
|
Consolidated
|
||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
|
$
|
12,907
|
|
|
$
|
1,073
|
|
|
$
|
1
|
|
|
$
|
(167
|
)
|
|
$
|
13,814
|
|
Mortgage fee income
|
|
188
|
|
|
8,937
|
|
|
—
|
|
|
(173
|
)
|
|
8,952
|
|
|||||
Insurance and investment services income
|
|
124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124
|
|
|||||
Other income
|
|
1,405
|
|
|
1,137
|
|
|
1,307
|
|
|
(1,358
|
)
|
|
2,491
|
|
|||||
Total operating income
|
|
14,624
|
|
|
11,147
|
|
|
1,308
|
|
|
(1,698
|
)
|
|
25,381
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
2,168
|
|
|
534
|
|
|
558
|
|
|
(340
|
)
|
|
2,920
|
|
|||||
Salaries and employee benefits
|
|
3,267
|
|
|
7,147
|
|
|
1,384
|
|
|
—
|
|
|
11,798
|
|
|||||
Provision for loan losses
|
|
467
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
523
|
|
|||||
Other expense
|
|
5,065
|
|
|
2,044
|
|
|
954
|
|
|
(1,358
|
)
|
|
6,705
|
|
|||||
Total operating expenses
|
|
10,967
|
|
|
9,781
|
|
|
2,896
|
|
|
(1,698
|
)
|
|
21,946
|
|
|||||
Income (loss) from continuing operations, before income taxes
|
|
3,657
|
|
|
1,366
|
|
|
(1,588
|
)
|
|
—
|
|
|
3,435
|
|
|||||
Income tax expense (benefit) - continuing operations
|
|
1,165
|
|
|
540
|
|
|
(530
|
)
|
|
—
|
|
|
1,175
|
|
|||||
Net income (loss) from continuing operations
|
|
2,492
|
|
|
826
|
|
|
(1,058
|
)
|
|
—
|
|
|
2,260
|
|
|||||
Net income (loss)
|
|
$
|
2,492
|
|
|
$
|
826
|
|
|
$
|
(1,058
|
)
|
|
$
|
—
|
|
|
$
|
2,260
|
|
Preferred stock dividends
|
|
—
|
|
|
—
|
|
|
122
|
|
|
—
|
|
|
122
|
|
|||||
Net income (loss) available to common shareholders
|
|
$
|
2,492
|
|
|
$
|
826
|
|
|
$
|
(1,180
|
)
|
|
$
|
—
|
|
|
$
|
2,138
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures for the three-month period ended June 30, 2017
|
|
$
|
1,732
|
|
|
$
|
282
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
2,031
|
|
Total Assets as of June 30, 2017
|
|
1,503,809
|
|
|
157,197
|
|
|
181,235
|
|
|
(335,188
|
)
|
|
1,507,053
|
|
|||||
Total Assets as of December 31, 2016
|
|
1,415,735
|
|
|
122,242
|
|
|
180,335
|
|
|
(299,508
|
)
|
|
1,418,804
|
|
|||||
Goodwill as of June 30, 2017
|
|
1,598
|
|
|
16,882
|
|
|
—
|
|
|
—
|
|
|
18,480
|
|
|||||
Goodwill as of December 31, 2016
|
|
1,598
|
|
|
16,882
|
|
|
—
|
|
|
—
|
|
|
18,480
|
|
Three Months Ended June 30, 2016
|
|
Commercial & Retail Banking
|
|
Mortgage Banking
|
|
Financial Holding Company
|
|
Insurance
|
|
Intercompany Eliminations
|
|
Consolidated
|
||||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
|
$
|
12,591
|
|
|
$
|
1,154
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
(166
|
)
|
|
$
|
13,580
|
|
Mortgage fee income
|
|
(73
|
)
|
|
9,750
|
|
|
—
|
|
|
—
|
|
|
(280
|
)
|
|
9,397
|
|
||||||
Insurance and investment services income
|
|
122
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122
|
|
||||||
Other income
|
|
1,404
|
|
|
1,157
|
|
|
1,252
|
|
|
—
|
|
|
(1,332
|
)
|
|
2,481
|
|
||||||
Total operating income
|
|
14,044
|
|
|
12,061
|
|
|
1,253
|
|
|
—
|
|
|
(1,778
|
)
|
|
25,580
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
|
2,159
|
|
|
572
|
|
|
553
|
|
|
—
|
|
|
(446
|
)
|
|
2,838
|
|
||||||
Salaries and employee benefits
|
|
2,899
|
|
|
7,430
|
|
|
1,406
|
|
|
—
|
|
|
—
|
|
|
11,735
|
|
||||||
Provision for loan losses
|
|
1,275
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,275
|
|
||||||
Other expense
|
|
4,431
|
|
|
1,982
|
|
|
939
|
|
|
—
|
|
|
(1,332
|
)
|
|
6,020
|
|
||||||
Total operating expenses
|
|
10,764
|
|
|
9,984
|
|
|
2,898
|
|
|
—
|
|
|
(1,778
|
)
|
|
21,868
|
|
||||||
Income (loss) from continuing operations, before income taxes
|
|
3,280
|
|
|
2,077
|
|
|
(1,645
|
)
|
|
—
|
|
|
—
|
|
|
3,712
|
|
||||||
Income tax expense (benefit) - continuing operations
|
|
1,012
|
|
|
800
|
|
|
(558
|
)
|
|
—
|
|
|
—
|
|
|
1,254
|
|
||||||
Net income (loss) from continuing operations
|
|
2,268
|
|
|
1,277
|
|
|
(1,087
|
)
|
|
—
|
|
|
—
|
|
|
2,458
|
|
||||||
Income (loss) from discontinued operations
|
|
—
|
|
|
—
|
|
|
6,926
|
|
|
(410
|
)
|
|
—
|
|
|
6,516
|
|
||||||
Income tax expense (benefit) - discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,629
|
|
|
$
|
(154
|
)
|
|
$
|
—
|
|
|
$
|
2,475
|
|
Net income (loss) from discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,297
|
|
|
$
|
(256
|
)
|
|
$
|
—
|
|
|
$
|
4,041
|
|
Net income (loss)
|
|
$
|
2,268
|
|
|
$
|
1,277
|
|
|
$
|
3,210
|
|
|
$
|
(256
|
)
|
|
$
|
—
|
|
|
$
|
6,499
|
|
Preferred stock dividends
|
|
—
|
|
|
—
|
|
|
314
|
|
|
—
|
|
|
—
|
|
|
314
|
|
||||||
Net income (loss) available to common shareholders
|
|
$
|
2,268
|
|
|
$
|
1,277
|
|
|
$
|
2,896
|
|
|
$
|
(256
|
)
|
|
$
|
—
|
|
|
$
|
6,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital Expenditures for the three-month period ended June 30, 2016
|
|
$
|
404
|
|
|
$
|
114
|
|
|
$
|
106
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
624
|
|
Total Assets as of June 30, 2016
|
|
1,477,737
|
|
|
156,334
|
|
|
160,168
|
|
|
—
|
|
|
(309,277
|
)
|
|
1,484,962
|
|
||||||
Total Assets as of December 31, 2015
|
|
1,378,988
|
|
|
125,227
|
|
|
151,441
|
|
|
5,017
|
|
|
(276,197
|
)
|
|
1,384,476
|
|
||||||
Goodwill as of June 30, 2016
|
|
1,598
|
|
|
16,882
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,480
|
|
||||||
Goodwill as of December 31, 2015
|
|
1,598
|
|
|
16,882
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,480
|
|
Six Months Ended June 30, 2017
|
|
Commercial & Retail Banking
|
|
Mortgage Banking
|
|
Financial Holding Company
|
|
Intercompany Eliminations
|
|
Consolidated
|
||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
|
$
|
25,218
|
|
|
$
|
1,854
|
|
|
$
|
2
|
|
|
$
|
(192
|
)
|
|
$
|
26,882
|
|
Mortgage fee income
|
|
373
|
|
|
18,574
|
|
|
—
|
|
|
(361
|
)
|
|
18,586
|
|
|||||
Insurance and investment services income
|
|
248
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
248
|
|
|||||
Other income
|
|
2,361
|
|
|
(694
|
)
|
|
2,518
|
|
|
(2,628
|
)
|
|
1,557
|
|
|||||
Total operating income
|
|
28,200
|
|
|
19,734
|
|
|
2,520
|
|
|
(3,181
|
)
|
|
47,273
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
4,288
|
|
|
838
|
|
|
1,109
|
|
|
(553
|
)
|
|
5,682
|
|
|||||
Salaries and employee benefits
|
|
5,924
|
|
|
13,101
|
|
|
2,735
|
|
|
—
|
|
|
21,760
|
|
|||||
Provision for loan losses
|
|
967
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
1,041
|
|
|||||
Other expense
|
|
9,716
|
|
|
4,143
|
|
|
1,829
|
|
|
(2,628
|
)
|
|
13,060
|
|
|||||
Total operating expenses
|
|
20,895
|
|
|
18,156
|
|
|
5,673
|
|
|
(3,181
|
)
|
|
41,543
|
|
|||||
Income (loss) from continuing operations, before income taxes
|
|
7,305
|
|
|
1,578
|
|
|
(3,153
|
)
|
|
—
|
|
|
5,730
|
|
|||||
Income tax expense (benefit) - continuing operations
|
|
2,326
|
|
|
636
|
|
|
(1,066
|
)
|
|
—
|
|
|
1,896
|
|
|||||
Net income (loss) from continuing operations
|
|
4,979
|
|
|
942
|
|
|
(2,087
|
)
|
|
—
|
|
|
3,834
|
|
|||||
Income (loss) from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income tax expense (benefit) - discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (loss) from discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (loss)
|
|
$
|
4,979
|
|
|
$
|
942
|
|
|
$
|
(2,087
|
)
|
|
$
|
—
|
|
|
$
|
3,834
|
|
Preferred stock dividends
|
|
—
|
|
|
—
|
|
|
251
|
|
|
—
|
|
|
251
|
|
|||||
Net income (loss) available to common shareholders
|
|
$
|
4,979
|
|
|
$
|
942
|
|
|
$
|
(2,338
|
)
|
|
$
|
—
|
|
|
$
|
3,583
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures for the year ended June 30, 2017
|
|
$
|
2,600
|
|
|
$
|
973
|
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
3,619
|
|
Total Assets as of June 30, 2017
|
|
1,503,809
|
|
|
157,197
|
|
|
181,235
|
|
|
(335,188
|
)
|
|
1,507,053
|
|
|||||
Total Assets as of December 31, 2016
|
|
1,415,735
|
|
|
122,242
|
|
|
180,335
|
|
|
(299,508
|
)
|
|
1,418,804
|
|
|||||
Goodwill as of June 30, 2017
|
|
1,598
|
|
|
16,882
|
|
|
—
|
|
|
—
|
|
|
18,480
|
|
|||||
Goodwill as of December 31, 2016
|
|
1,598
|
|
|
16,882
|
|
|
—
|
|
|
—
|
|
|
18,480
|
|
Six Months Ended June 30, 2016
|
|
Commercial & Retail Banking
|
|
Mortgage Banking
|
|
Financial Holding Company
|
|
Insurance
|
|
Intercompany Eliminations
|
|
Consolidated
|
||||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
|
$
|
25,055
|
|
|
$
|
2,095
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
(189
|
)
|
|
$
|
26,962
|
|
Mortgage fee income
|
|
(95
|
)
|
|
16,859
|
|
|
—
|
|
|
—
|
|
|
(582
|
)
|
|
16,182
|
|
||||||
Insurance and investment services income
|
|
175
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175
|
|
||||||
Other income
|
|
2,474
|
|
|
1,835
|
|
|
2,866
|
|
|
—
|
|
|
(2,921
|
)
|
|
4,254
|
|
||||||
Total operating income
|
|
27,609
|
|
|
20,789
|
|
|
2,867
|
|
|
—
|
|
|
(3,692
|
)
|
|
47,573
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
|
4,199
|
|
|
991
|
|
|
1,105
|
|
|
—
|
|
|
(770
|
)
|
|
5,525
|
|
||||||
Salaries and employee benefits
|
|
5,730
|
|
|
13,142
|
|
|
3,172
|
|
|
—
|
|
|
—
|
|
|
22,044
|
|
||||||
Provision for loan losses
|
|
1,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,900
|
|
||||||
Other expense
|
|
8,904
|
|
|
3,925
|
|
|
1,703
|
|
|
—
|
|
|
(2,922
|
)
|
|
11,610
|
|
||||||
Total operating expenses
|
|
20,733
|
|
|
18,058
|
|
|
5,980
|
|
|
—
|
|
|
(3,692
|
)
|
|
41,079
|
|
||||||
Income (loss) from continuing operations, before income taxes
|
|
6,876
|
|
|
2,731
|
|
|
(3,113
|
)
|
|
—
|
|
|
—
|
|
|
6,494
|
|
||||||
Income tax expense (benefit) - continuing operations
|
|
2,150
|
|
|
1,058
|
|
|
(1,074
|
)
|
|
—
|
|
|
—
|
|
|
2,134
|
|
||||||
Net income (loss) from continuing operations
|
|
4,726
|
|
|
1,673
|
|
|
(2,039
|
)
|
|
—
|
|
|
—
|
|
|
4,360
|
|
||||||
Income (loss) from discontinued operations
|
|
—
|
|
|
—
|
|
|
6,926
|
|
|
(580
|
)
|
|
—
|
|
|
6,346
|
|
||||||
Income tax expense (benefit) - discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,629
|
|
|
$
|
(218
|
)
|
|
$
|
—
|
|
|
$
|
2,411
|
|
Net income (loss) from discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,297
|
|
|
$
|
(362
|
)
|
|
$
|
—
|
|
|
$
|
3,935
|
|
Net income (loss)
|
|
$
|
4,726
|
|
|
$
|
1,673
|
|
|
$
|
2,258
|
|
|
$
|
(362
|
)
|
|
$
|
—
|
|
|
$
|
8,295
|
|
Preferred stock dividends
|
|
|
|
|
|
500
|
|
|
|
|
|
|
500
|
|
||||||||||
Net income (loss) available to common shareholders
|
|
$
|
4,726
|
|
|
$
|
1,673
|
|
|
$
|
1,758
|
|
|
$
|
(362
|
)
|
|
$
|
—
|
|
|
$
|
7,795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital Expenditures for the year ended June 30, 2016
|
|
$
|
952
|
|
|
$
|
155
|
|
|
$
|
167
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,274
|
|
Total Assets as of June 30, 2016
|
|
1,477,737
|
|
|
156,334
|
|
|
160,168
|
|
|
—
|
|
|
(309,277
|
)
|
|
1,484,962
|
|
||||||
Total Assets as of December 31, 2015
|
|
1,378,988
|
|
|
125,227
|
|
|
151,441
|
|
|
5,017
|
|
|
(276,197
|
)
|
|
1,384,476
|
|
||||||
Goodwill as of June 30, 2016
|
|
1,598
|
|
|
16,882
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,480
|
|
||||||
Goodwill as of December 31, 2015
|
|
1,598
|
|
|
16,882
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,480
|
|
(Dollars in thousands)
|
|
Three Months Ended
June 30, 2017 |
|
Three Months Ended
June 30, 2016 |
|
Six Months Ended
June 30, 2017 |
|
Six Months Ended
June 30, 2016 |
||||||
Service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
Interest cost
|
|
90
|
|
|
92
|
|
|
180
|
|
|
184
|
|
||
Expected Return on Plan Assets
|
|
(86
|
)
|
|
(83
|
)
|
|
(172
|
)
|
|
(165
|
)
|
||
Amortization of Net Actuarial Loss
|
|
60
|
|
|
59
|
|
|
120
|
|
|
118
|
|
||
Amortization of Prior Service Cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Net Periodic Benefit Cost
|
|
$
|
64
|
|
|
$
|
68
|
|
|
128
|
|
|
137
|
|
Contributions Paid
|
|
$
|
58
|
|
|
$
|
40
|
|
|
116
|
|
|
80
|
|
(Dollars in thousands)
|
|
Three Months Ended
June 30, 2017 |
|
Three Months Ended
June 30, 2016 |
|
Six Months Ended
June 30, 2017 |
|
Six Months Ended
June 30, 2016 |
|
|
||||||||
Details about AOCI Components
|
|
Amount Reclassified from AOCI
|
|
Amount Reclassified from AOCI
|
|
Amount Reclassified from AOCI
|
|
Amount Reclassified from AOCI
|
|
Affected line item in the Statement where Net Income is presented
|
||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized holding gains
|
|
$
|
167
|
|
|
$
|
222
|
|
|
$
|
350
|
|
|
$
|
603
|
|
|
Gain on sale of securities
|
|
|
167
|
|
|
222
|
|
|
350
|
|
|
603
|
|
|
Total before tax
|
||||
|
|
(67
|
)
|
|
(89
|
)
|
|
(140
|
)
|
|
(241
|
)
|
|
Income tax expense
|
||||
|
|
100
|
|
|
133
|
|
|
210
|
|
|
362
|
|
|
Net of tax
|
||||
Defined benefit pension plan items
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of net actuarial loss
|
|
(60
|
)
|
|
(59
|
)
|
|
(120
|
)
|
|
(118
|
)
|
|
Salaries and benefits
|
||||
|
|
(60
|
)
|
|
(59
|
)
|
|
(120
|
)
|
|
(118
|
)
|
|
Total before tax
|
||||
|
|
24
|
|
|
24
|
|
|
48
|
|
|
47
|
|
|
Income tax expense
|
||||
|
|
(36
|
)
|
|
(35
|
)
|
|
(72
|
)
|
|
(71
|
)
|
|
Net of tax
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total reclassifications
|
|
$
|
64
|
|
|
$
|
98
|
|
|
$
|
138
|
|
|
$
|
291
|
|
|
|
(Dollars in thousands)
|
|
Unrealized gains (losses) on available for-sale securities
|
|
Defined benefit pension plan items
|
|
Total
|
||||||
Balance at March 31, 2017
|
|
$
|
(1,439
|
)
|
|
$
|
(2,581
|
)
|
|
$
|
(4,020
|
)
|
Other comprehensive loss before reclassification
|
|
1,530
|
|
|
(336
|
)
|
|
1,194
|
|
|||
Amounts reclassified from AOCI
|
|
(100
|
)
|
|
36
|
|
|
(64
|
)
|
|||
Net current period OCI
|
|
1,430
|
|
|
(300
|
)
|
|
1,130
|
|
|||
Balance at June 30, 2017
|
|
$
|
(9
|
)
|
|
$
|
(2,881
|
)
|
|
$
|
(2,890
|
)
|
|
|
|
|
|
|
|
||||||
Balance at March 31, 2016
|
|
$
|
754
|
|
|
$
|
(2,880
|
)
|
|
$
|
(2,126
|
)
|
Other comprehensive loss before reclassification
|
|
1,081
|
|
|
(215
|
)
|
|
866
|
|
|||
Amounts reclassified from AOCI
|
|
(133
|
)
|
|
35
|
|
|
(98
|
)
|
|||
Net current period OCI
|
|
948
|
|
|
(180
|
)
|
|
768
|
|
|||
Balance at June 30, 2016
|
|
$
|
1,702
|
|
|
$
|
(3,060
|
)
|
|
$
|
(1,358
|
)
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2016
|
|
$
|
(1,598
|
)
|
|
$
|
(2,679
|
)
|
|
$
|
(4,277
|
)
|
Other comprehensive loss before reclassification
|
|
1,799
|
|
|
(274
|
)
|
|
1,525
|
|
|||
Amounts reclassified from AOCI
|
|
(210
|
)
|
|
72
|
|
|
(138
|
)
|
|||
Net current period OCI
|
|
1,589
|
|
|
(202
|
)
|
|
1,387
|
|
|||
Balance at June 30, 2017
|
|
$
|
(9
|
)
|
|
$
|
(2,881
|
)
|
|
$
|
(2,890
|
)
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2015
|
|
$
|
(363
|
)
|
|
$
|
(2,570
|
)
|
|
$
|
(2,933
|
)
|
Other comprehensive loss before reclassification
|
|
2,427
|
|
|
(561
|
)
|
|
1,866
|
|
|||
Amounts reclassified from AOCI
|
|
(362
|
)
|
|
71
|
|
|
(291
|
)
|
|||
Net current period OCI
|
|
2,065
|
|
|
(490
|
)
|
|
1,575
|
|
|||
Balance at June 30, 2016
|
|
$
|
1,702
|
|
|
$
|
(3,060
|
)
|
|
$
|
(1,358
|
)
|
|
Six months ended
June 30, |
|
Three months ended
June 30, |
||||||||||||
(Dollars in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
NONINTEREST INCOME
|
|
|
|
|
|
|
|
||||||||
Insurance and investment services income
|
$
|
—
|
|
|
$
|
1,887
|
|
|
$
|
—
|
|
|
$
|
823
|
|
Gain on sale of subsidiary
|
—
|
|
|
6,926
|
|
|
—
|
|
|
6,926
|
|
||||
Other operating income
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
||||
Total noninterest income
|
—
|
|
|
8,815
|
|
|
—
|
|
|
7,750
|
|
||||
|
|
|
|
|
|
|
|
||||||||
NONINTEREST EXPENSES
|
|
|
|
|
|
|
|
||||||||
Salary and employee benefits
|
—
|
|
|
1,937
|
|
|
—
|
|
|
986
|
|
||||
Occupancy expense
|
—
|
|
|
124
|
|
|
—
|
|
|
52
|
|
||||
Equipment depreciation and maintenance
|
—
|
|
|
29
|
|
|
—
|
|
|
15
|
|
||||
Data processing and communications
|
—
|
|
|
79
|
|
|
—
|
|
|
39
|
|
||||
Marketing, contributions and sponsorships
|
—
|
|
|
7
|
|
|
—
|
|
|
4
|
|
||||
Professional fees
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Printing, postage and supplies
|
—
|
|
|
12
|
|
|
—
|
|
|
5
|
|
||||
Insurance, tax and assessment expense
|
—
|
|
|
58
|
|
|
—
|
|
|
32
|
|
||||
Travel, entertainment, dues and subscriptions
|
—
|
|
|
67
|
|
|
—
|
|
|
41
|
|
||||
Other operating expenses
|
—
|
|
|
154
|
|
|
—
|
|
|
58
|
|
||||
Total noninterest expense
|
—
|
|
|
2,469
|
|
|
—
|
|
|
1,234
|
|
||||
Loss from discontinued operations, before income taxes
|
—
|
|
|
6,346
|
|
|
—
|
|
|
6,516
|
|
||||
Income tax benefit - discontinued operations
|
—
|
|
|
2,411
|
|
|
—
|
|
|
2,475
|
|
||||
Net loss from discontinued operations
|
$
|
—
|
|
|
$
|
3,935
|
|
|
$
|
—
|
|
|
$
|
4,041
|
|
•
|
statements with respect to the beliefs, plans, objectives, goals, guidelines, expectations, anticipations, and future financial condition, results of operations and performance of the Company and its subsidiaries (collectively “we,” “our,” or “us), including the Bank;
|
•
|
statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” or similar expressions.
|
•
|
the ability of the Company, the Bank, and MVB Mortgage to successfully execute business plans, manage risks, and achieve objectives;
|
•
|
changes in local, national and international political and economic conditions, including without limitation the political and economic effects of the recent economic crisis, delay of recovery from that crisis, economic conditions and fiscal imbalances in the United States and other countries, potential or actual downgrades in rating of sovereign debt issued by the United States and other countries, and other major developments, including wars, military actions, and terrorist attacks;
|
•
|
changes in financial market conditions, either internationally, nationally or locally in areas in which the Company, the Bank, and MVB Mortgage conduct operations, including without limitation, reduced rates of business formation and growth, commercial and residential real estate development and real estate prices;
|
•
|
fluctuations in markets for equity, fixed-income, commercial paper and other securities, including availability, market liquidity levels, and pricing; changes in interest rates, the quality and composition of the loan and securities portfolios, demand for loan products, deposit flows and competition;
|
•
|
the ability of the Company, the Bank, and MVB Mortgage to successfully conduct acquisitions and integrate acquired businesses;
|
•
|
potential difficulties in expanding the businesses of the Company, the Bank, and MVB Mortgage in existing and new markets;
|
•
|
increases in the levels of losses, customer bankruptcies, bank failures, claims, and assessments;
|
•
|
changes in fiscal, monetary, regulatory, trade and tax policies and laws, and regulatory assessments and fees, including policies of the U.S. Department of Treasury, the (Federal Reserve, and the FDIC);
|
•
|
the impact of executive compensation rules under the Dodd-Frank Act and banking regulations which may impact the ability of the Company and its subsidiaries, and other American financial institutions to retain and recruit executives and other personnel necessary for their businesses and competitiveness;
|
•
|
the impact of the Dodd-Frank Act and of new international standards known as Basel III, and rules and regulations thereunder, many of which have not yet been promulgated, on our required regulatory capital and liquidity levels, governmental assessments on us, the scope of business activities in which we may engage, the manner in which the Company, the Bank, and MVB Mortgage engage in such activities, the fees that the Company’s subsidiaries may charge for certain products and services, and other matters affected by the Dodd-Frank Act and these international standards;
|
•
|
continuing consolidation in the financial services industry; new legal claims against the Company, the Bank, and MVB Mortgage, including litigation, arbitration and proceedings brought by governmental or self-regulatory agencies, or changes in existing legal matters;
|
•
|
success in gaining regulatory approvals, when required, including for proposed mergers or acquisitions;
|
•
|
changes in consumer spending and savings habits;
|
•
|
increased competitive challenges and expanding product and pricing pressures among financial institutions;
|
•
|
inflation and deflation;
|
•
|
technological changes and the implementation of new technologies by the Company and its subsidiaries;
|
•
|
the ability of the Company, the Bank, and MVB Mortgage to develop and maintain secure and reliable information technology systems;
|
•
|
legislation or regulatory changes which adversely affect the operations or business of the Company, the Bank, and MVB Mortgage;
|
•
|
the ability of the Company, the Bank, and MVB Mortgage to comply with applicable laws and regulations; changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or regulatory agencies; and,
|
•
|
costs of deposit insurance and changes with respect to FDIC insurance coverage levels.
|
|
|
Six Months Ended
June 30, |
|
Three Months Ended
June 30, |
||||||||||||
(Dollars in thousands, except per share data)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings and Per Share Data:
|
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations
|
|
$
|
3,834
|
|
|
$
|
4,360
|
|
|
$
|
2,260
|
|
|
$
|
2,458
|
|
Net income from discontinued operations
|
|
$
|
—
|
|
|
$
|
3,935
|
|
|
$
|
—
|
|
|
$
|
4,041
|
|
Net income
|
|
$
|
3,834
|
|
|
$
|
8,295
|
|
|
$
|
2,260
|
|
|
$
|
6,499
|
|
Net income available to common shareholders
|
|
$
|
3,583
|
|
|
$
|
7,795
|
|
|
$
|
2,138
|
|
|
$
|
6,185
|
|
Earnings per share from continuing operations - basic
|
|
$
|
0.35
|
|
|
$
|
0.48
|
|
|
$
|
0.21
|
|
|
$
|
0.27
|
|
Earnings per share from discontinued operations - basic
|
|
$
|
—
|
|
|
$
|
0.49
|
|
|
$
|
—
|
|
|
$
|
0.50
|
|
Earnings per common shareholder - basic
|
|
$
|
0.35
|
|
|
$
|
0.97
|
|
|
$
|
0.21
|
|
|
$
|
0.77
|
|
Earnings per share from continuing operations - diluted
|
|
$
|
0.35
|
|
|
$
|
0.45
|
|
|
$
|
0.20
|
|
|
$
|
0.25
|
|
Earnings per share from discontinued operations - diluted
|
|
$
|
—
|
|
|
$
|
0.40
|
|
|
$
|
—
|
|
|
$
|
0.38
|
|
Earnings per common shareholder - diluted
|
|
$
|
0.35
|
|
|
$
|
0.85
|
|
|
$
|
0.20
|
|
|
$
|
0.63
|
|
Cash dividends paid per common share
|
|
$
|
0.05
|
|
|
$
|
0.04
|
|
|
$
|
0.025
|
|
|
$
|
0.02
|
|
Book value per common share
|
|
$
|
13.31
|
|
|
$
|
13.33
|
|
|
$
|
13.31
|
|
|
$
|
13.33
|
|
Weighted average shares outstanding - basic
|
|
10,171,198
|
|
|
8,070,082
|
|
|
10,343,933
|
|
|
8,078,000
|
|
||||
Weighted average shares outstanding - diluted
|
|
10,172,254
|
|
|
9,925,573
|
|
|
12,181,433
|
|
|
10,433,120
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Performance Ratios:
|
|
|
|
|
|
|
|
|
||||||||
Return on average assets - continuing operations
1
|
|
0.54
|
%
|
|
0.62
|
%
|
|
0.63
|
%
|
|
0.67
|
%
|
||||
Return on average assets - discontinued operations
1
|
|
—
|
%
|
|
0.56
|
%
|
|
—
|
%
|
|
1.11
|
%
|
||||
Return on average equity - continuing operations
1
|
|
5.45
|
%
|
|
7.48
|
%
|
|
6.30
|
%
|
|
8.34
|
%
|
||||
Return on average equity - discontinued operations
1
|
|
—
|
%
|
|
6.75
|
%
|
|
—
|
%
|
|
13.71
|
%
|
||||
Net interest margin
2
|
|
3.25
|
%
|
|
3.24
|
%
|
|
3.31
|
%
|
|
3.14
|
%
|
||||
Efficiency ratio
3
|
|
83.72
|
%
|
|
80.04
|
%
|
|
82.38
|
%
|
|
78.07
|
%
|
||||
Overhead ratio
1 4
|
|
4.93
|
%
|
|
4.76
|
%
|
|
5.19
|
%
|
|
4.86
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Asset Quality Data and Ratios:
|
|
|
|
|
|
|
|
|
||||||||
Charge-offs
|
|
$
|
453
|
|
|
$
|
826
|
|
|
$
|
163
|
|
|
$
|
635
|
|
Recoveries
|
|
$
|
59
|
|
|
$
|
11
|
|
|
$
|
16
|
|
|
$
|
4
|
|
Net loan charge-offs to total loans
1
5
|
|
0.07
|
%
|
|
0.15
|
%
|
|
0.05
|
%
|
|
0.23
|
%
|
||||
Allowance for loan losses
|
|
$
|
9,748
|
|
|
$
|
9,101
|
|
|
$
|
9,748
|
|
|
$
|
9,091
|
|
Allowance for loan losses to total loans
6
|
|
0.88
|
%
|
|
0.84
|
%
|
|
0.88
|
%
|
|
0.84
|
%
|
||||
Nonperforming loans
|
|
$
|
5,103
|
|
|
$
|
8,201
|
|
|
$
|
5,103
|
|
|
$
|
8,201
|
|
Nonperforming loans to total loans
|
|
0.46
|
%
|
|
0.75
|
%
|
|
0.46
|
%
|
|
0.75
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Capital Ratios:
|
|
|
|
|
|
|
|
|
||||||||
Equity to assets
|
|
9.74
|
%
|
|
8.35
|
%
|
|
9.74
|
%
|
|
8.35
|
%
|
||||
Leverage ratio
|
|
9.59
|
%
|
|
7.67
|
%
|
|
9.59
|
%
|
|
7.67
|
%
|
||||
Common equity Tier 1 capital ratio
|
|
10.32
|
%
|
|
7.69
|
%
|
|
10.32
|
%
|
|
7.69
|
%
|
||||
Tier 1 risk-based capital ratio
|
|
11.33
|
%
|
|
9.44
|
%
|
|
11.33
|
%
|
|
9.44
|
%
|
||||
Total risk-based capital ratio
|
|
14.66
|
%
|
|
12.73
|
%
|
|
14.66
|
%
|
|
12.73
|
%
|
|
|
Three Months Ended
June 30, 2017 |
|
Three Months Ended
June 30, 2016 |
||||||||||||||||||
(Dollars in thousands)
|
|
Average Balance
|
|
Interest Income/Expense
|
|
Yield/Cost
|
|
Average Balance
|
|
Interest Income/Expense
|
|
Yield/Cost
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits in banks
|
|
$
|
3,277
|
|
|
$
|
12
|
|
|
1.47
|
%
|
|
$
|
16,369
|
|
|
$
|
20
|
|
|
0.49
|
%
|
CDs with other banks
|
|
14,456
|
|
|
70
|
|
|
1.94
|
|
|
13,150
|
|
|
62
|
|
|
1.89
|
|
||||
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Taxable
|
|
119,553
|
|
|
645
|
|
|
2.16
|
|
|
74,999
|
|
|
332
|
|
|
1.77
|
|
||||
Tax-exempt
|
|
53,733
|
|
|
418
|
|
|
3.12
|
|
|
60,718
|
|
|
437
|
|
|
2.88
|
|
||||
Loans and loans held for sale:
1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
725,707
|
|
|
8,170
|
|
|
4.52
|
|
|
755,350
|
|
|
8,089
|
|
|
4.28
|
|
||||
Tax exempt
|
|
15,263
|
|
|
131
|
|
|
3.44
|
|
|
16,495
|
|
|
142
|
|
|
3.44
|
|
||||
Real estate
|
|
373,353
|
|
|
4,201
|
|
|
4.51
|
|
|
415,126
|
|
|
4,285
|
|
|
4.13
|
|
||||
Consumer
|
|
13,817
|
|
|
167
|
|
|
4.85
|
|
|
18,027
|
|
|
213
|
|
|
4.73
|
|
||||
Total loans
|
|
1,128,140
|
|
|
12,669
|
|
|
4.50
|
|
|
1,204,998
|
|
|
12,729
|
|
|
4.23
|
|
||||
Total earning assets
|
|
1,319,159
|
|
|
13,814
|
|
|
4.20
|
|
|
1,370,234
|
|
|
13,580
|
|
|
3.96
|
|
||||
Less: Allowance for loan losses
|
|
(9,734
|
)
|
|
|
|
|
|
(8,688
|
)
|
|
|
|
|
||||||||
Cash and due from banks
|
|
15,407
|
|
|
|
|
|
|
10,974
|
|
|
|
|
|
||||||||
Other assets
|
|
100,205
|
|
|
|
|
|
|
88,287
|
|
|
|
|
|
||||||||
Total assets
|
|
$
|
1,425,037
|
|
|
|
|
|
|
$
|
1,460,807
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NOW
|
|
$
|
432,729
|
|
|
$
|
603
|
|
|
0.56
|
%
|
|
$
|
468,074
|
|
|
$
|
648
|
|
|
0.55
|
%
|
Money market checking
|
|
237,173
|
|
|
432
|
|
|
0.73
|
|
|
149,475
|
|
|
280
|
|
|
0.75
|
|
||||
Savings
|
|
48,590
|
|
|
20
|
|
|
0.17
|
|
|
43,947
|
|
|
24
|
|
|
0.22
|
|
||||
IRAs
|
|
16,282
|
|
|
53
|
|
|
1.31
|
|
|
16,375
|
|
|
53
|
|
|
1.29
|
|
||||
CDs
|
|
256,887
|
|
|
855
|
|
|
1.33
|
|
|
320,906
|
|
|
944
|
|
|
1.18
|
|
||||
Repurchase agreements and federal funds sold
|
|
21,268
|
|
|
19
|
|
|
0.36
|
|
|
26,816
|
|
|
17
|
|
|
0.25
|
|
||||
FHLB and other borrowings
|
|
112,385
|
|
|
380
|
|
|
1.36
|
|
|
175,834
|
|
|
319
|
|
|
0.73
|
|
||||
Subordinated debt
|
|
33,524
|
|
|
558
|
|
|
6.68
|
|
|
33,524
|
|
|
553
|
|
|
6.60
|
|
||||
Total interest-bearing liabilities
|
|
1,158,838
|
|
|
2,920
|
|
|
1.01
|
|
|
1,234,951
|
|
|
2,838
|
|
|
0.92
|
|
||||
Noninterest bearing demand deposits
|
|
114,974
|
|
|
|
|
|
|
97,826
|
|
|
|
|
|
||||||||
Other liabilities
|
|
7,698
|
|
|
|
|
|
|
10,173
|
|
|
|
|
|
||||||||
Total liabilities
|
|
1,281,510
|
|
|
|
|
|
|
1,342,950
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock
|
|
7,834
|
|
|
|
|
|
|
16,334
|
|
|
|
|
|
||||||||
Common stock
|
|
10,375
|
|
|
|
|
|
|
8,129
|
|
|
|
|
|
||||||||
Paid-in capital
|
|
96,986
|
|
|
|
|
|
|
74,349
|
|
|
|
|
|
||||||||
Treasury stock
|
|
(1,084
|
)
|
|
|
|
|
|
(1,084
|
)
|
|
|
|
|
||||||||
Retained earnings
|
|
32,764
|
|
|
|
|
|
|
22,001
|
|
|
|
|
|
||||||||
Accumulated other comprehensive income
|
|
(3,348
|
)
|
|
|
|
|
|
(1,872
|
)
|
|
|
|
|
||||||||
Total stockholders’ equity
|
|
143,527
|
|
|
|
|
|
|
117,857
|
|
|
|
|
|
||||||||
Total liabilities and stockholders’ equity
|
|
$
|
1,425,037
|
|
|
|
|
|
|
$
|
1,460,807
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest spread
|
|
|
|
|
|
3.19
|
|
|
|
|
|
|
3.04
|
|
||||||||
Net interest income-margin
|
|
|
|
$
|
10,894
|
|
|
3.31
|
%
|
|
|
|
|
$
|
10,742
|
|
|
3.14
|
%
|
|
|
Six Months Ended
June 30, 2017 |
|
Six Months Ended
June 30, 2016 |
||||||||||||||||||
(Dollars in thousands)
|
|
Average Balance
|
|
Interest Income/Expense
|
|
Yield/Cost
|
|
Average Balance
|
|
Interest Income/Expense
|
|
Yield/Cost
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits in banks
|
|
$
|
3,007
|
|
|
$
|
21
|
|
|
1.41
|
%
|
|
$
|
17,501
|
|
|
$
|
45
|
|
|
0.51
|
%
|
CDs with other banks
|
|
14,491
|
|
|
140
|
|
|
1.95
|
|
|
13,150
|
|
|
125
|
|
|
1.90
|
|
||||
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Taxable
|
|
114,237
|
|
|
1,191
|
|
|
2.10
|
|
|
71,482
|
|
|
642
|
|
|
1.80
|
|
||||
Tax-exempt
|
|
54,999
|
|
|
848
|
|
|
3.11
|
|
|
58,978
|
|
|
844
|
|
|
2.86
|
|
||||
Loans and loans held for sale:
1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
735,979
|
|
|
16,113
|
|
|
4.41
|
|
|
733,806
|
|
|
16,478
|
|
|
4.49
|
|
||||
Tax exempt
|
|
15,296
|
|
|
262
|
|
|
3.45
|
|
|
16,653
|
|
|
288
|
|
|
3.46
|
|
||||
Real estate
|
|
362,807
|
|
|
7,965
|
|
|
4.43
|
|
|
392,723
|
|
|
8,119
|
|
|
4.13
|
|
||||
Consumer
|
|
14,092
|
|
|
342
|
|
|
4.89
|
|
|
18,168
|
|
|
421
|
|
|
4.63
|
|
||||
Total loans
|
|
1,128,174
|
|
|
24,682
|
|
|
4.41
|
|
|
1,161,350
|
|
|
25,306
|
|
|
4.36
|
|
||||
Total earning assets
|
|
1,314,908
|
|
|
26,882
|
|
|
4.12
|
|
|
1,322,461
|
|
|
26,962
|
|
|
4.08
|
|
||||
Less: Allowance for loan losses
|
|
(9,581
|
)
|
|
|
|
|
|
(8,466
|
)
|
|
|
|
|
||||||||
Cash and due from banks
|
|
15,327
|
|
|
|
|
|
|
13,313
|
|
|
|
|
|
||||||||
Other assets
|
|
93,248
|
|
|
|
|
|
|
87,221
|
|
|
|
|
|
||||||||
Total assets
|
|
$
|
1,413,902
|
|
|
|
|
|
|
$
|
1,414,529
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NOW
|
|
$
|
424,225
|
|
|
$
|
1,126
|
|
|
0.54
|
%
|
|
$
|
474,045
|
|
|
$
|
1,335
|
|
|
0.56
|
%
|
Money market checking
|
|
237,010
|
|
|
891
|
|
|
0.76
|
|
|
130,235
|
|
|
474
|
|
|
0.73
|
|
||||
Savings
|
|
48,342
|
|
|
40
|
|
|
0.17
|
|
|
44,405
|
|
|
50
|
|
|
0.23
|
|
||||
IRAs
|
|
16,426
|
|
|
103
|
|
|
1.26
|
|
|
16,026
|
|
|
103
|
|
|
1.29
|
|
||||
CDs
|
|
260,735
|
|
|
1,709
|
|
|
1.32
|
|
|
325,555
|
|
|
1,875
|
|
|
1.15
|
|
||||
Repurchase agreements and federal funds sold
|
|
22,186
|
|
|
36
|
|
|
0.33
|
|
|
27,640
|
|
|
38
|
|
|
0.27
|
|
||||
FHLB and other borrowings
|
|
108,210
|
|
|
668
|
|
|
1.24
|
|
|
144,962
|
|
|
545
|
|
|
0.75
|
|
||||
Subordinated debt
|
|
33,524
|
|
|
1,109
|
|
|
6.67
|
|
|
33,524
|
|
|
1,105
|
|
|
6.59
|
|
||||
Total interest-bearing liabilities
|
|
1,150,658
|
|
|
5,682
|
|
|
1.00
|
|
|
1,196,392
|
|
|
5,525
|
|
|
0.92
|
|
||||
Noninterest bearing demand deposits
|
|
114,003
|
|
|
|
|
|
|
92,025
|
|
|
|
|
|
||||||||
Other liabilities
|
|
8,459
|
|
|
|
|
|
|
9,511
|
|
|
|
|
|
||||||||
Total liabilities
|
|
1,273,120
|
|
|
|
|
|
|
1,297,928
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock
|
|
8,022
|
|
|
|
|
|
|
16,334
|
|
|
|
|
|
||||||||
Common stock
|
|
10,212
|
|
|
|
|
|
|
8,120
|
|
|
|
|
|
||||||||
Paid-in capital
|
|
95,240
|
|
|
|
|
|
|
74,312
|
|
|
|
|
|
||||||||
Treasury stock
|
|
(1,084
|
)
|
|
|
|
|
|
(1,084
|
)
|
|
|
|
|
||||||||
Retained earnings
|
|
32,211
|
|
|
|
|
|
|
21,213
|
|
|
|
|
|
||||||||
Accumulated other comprehensive income
|
|
(3,819
|
)
|
|
|
|
|
|
(2,294
|
)
|
|
|
|
|
||||||||
Total stockholders’ equity
|
|
140,782
|
|
|
|
|
|
|
116,601
|
|
|
|
|
|
||||||||
Total liabilities and stockholders’ equity
|
|
$
|
1,413,902
|
|
|
|
|
|
|
$
|
1,414,529
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest spread
|
|
|
|
|
|
|
3.13
|
|
|
|
|
|
|
|
3.15
|
|
||||||
Net interest income-margin
|
|
|
|
$
|
21,200
|
|
|
3.25
|
%
|
|
|
|
$
|
21,437
|
|
|
3.24
|
%
|
•
|
30.8%
– Municipal securities
|
•
|
27.2%
– U.S. Agency securities
|
•
|
33.3%
– U.S. Sponsored Mortgage-backed securities
|
•
|
8.8%
– Equity and other securities
|
|
|
May 2017
|
|
May 2016
|
||
Berkeley County, WV
|
|
2.9
|
%
|
|
3.6
|
%
|
Harrison County, WV
|
|
4.0
|
%
|
|
5.7
|
%
|
Jefferson County, WV
|
|
2.4
|
%
|
|
3.0
|
%
|
Marion County, WV
|
|
4.0
|
%
|
|
6.2
|
%
|
Monongalia County, WV
|
|
2.9
|
%
|
|
4.1
|
%
|
Kanawha County, WV
|
|
4.1
|
%
|
|
5.1
|
%
|
Fairfax County, VA
|
|
3.1
|
%
|
|
3.0
|
%
|
•
|
4.5%
CET1 to risk-weighted assets;
|
•
|
6.0%
Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted assets;
|
•
|
8.0%
Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and
|
•
|
4.0%
Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the leverage ratio”).
|
The following exhibits are filed herewith:
|
|
Exhibit 10.1
|
Third Addendum to the Employment Agreement with MVB Financial Corp. and MVB Bank, Inc. and H. Edward Dean, III, President and Chief Executive Officer of Potomac Mortgage Group, Inc., doing business as MVB Mortgage
|
Exhibit 10.2
|
Fourth Addendum to the Employment Agreement with MVB Financial Corp. and MVB Bank, Inc. and H. Edward Dean, III, President and Chief Executive Officer of Potomac Mortgage Group, Inc., doing business as MVB Mortgage
|
Exhibit 10.3
|
Supplemental Executive Retirement Plan (SERP) approved by MVB Financial Corp. and MVB Mortgage
|
Exhibit 31.1
|
Certificate of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
Exhibit 31.2
|
Certificate of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
Exhibit 32.1
|
Certificate of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Exhibit 32.2
|
Certificate of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Exhibit 101.INS
|
XBRL Instance Document
|
Exhibit 101.SCH
|
XBRL Taxonomy Extension Schema
|
Exhibit 101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
Exhibit 101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
Exhibit 101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
Exhibit 101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
SIGNATURES
|
|||
|
|||
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|||
|
|
||
|
MVB Financial Corp.
|
||
|
|
|
|
Date:
|
7/31/2017
|
By:
|
/s/ Larry F. Mazza
|
|
|
Larry F. Mazza
|
|
|
|
President, CEO and Director
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date:
|
7/31/2017
|
By:
|
/s/ Donald T. Robinson
|
|
|
|
Donald T. Robinson
|
|
|
|
Executive Vice President and CFO
|
|
|
|
(Principal Financial and Accounting Officer)
|
1.
|
I have reviewed this report on Form 10-Q of MVB Financial Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted account principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
7/31/2017
|
|
/s/ Larry F. Mazza
|
|
|
|
Larry F. Mazza
|
|
|
|
President, CEO and Director
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this report on Form 10-Q of MVB Financial Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted account principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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7/31/2017
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/s/ Donald T. Robinson
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|
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Donald T. Robinson
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|
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Executive Vice President and CFO
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|
|
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(Principal Financial and Accounting Officer)
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Date:
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7/31/2017
|
|
/s/ Larry F. Mazza
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|
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Larry F. Mazza
|
|
|
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President, CEO and Director
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|
|
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(Principal Executive Officer)
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Date:
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7/31/2017
|
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/s/ Donald T. Robinson
|
|
|
|
Donald T. Robinson
|
|
|
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Executive Vice President and CFO
|
|
|
|
(Principal Financial and Accounting Officer)
|