☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TWO RIVER
BANCORP
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(Exact Name of Registrant as Specified in Its Charter)
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New Jersey
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20-3700861
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(State of Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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766 Shrewsbury Avenue, Tinton Falls, New Jersey
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07724
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(Address of Principal Executive Offices)
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(Zip Code)
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(732) 389-8722
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(Registrant’s Telephone Number, Including Area Code)
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(Former name, former address and former fiscal year, if changed since last report)
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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Consolidated Balance Sheets (unaudited) at June 30, 2018 and December 31, 2017
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Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2018 and 2017
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Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended June 30, 2018 and 2017
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Consolidated Statements of Shareholders' Equity (unaudited) for the six months ended June 30, 2018 and 2017
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Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2018 and 2017
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Item 1.
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Legal Proceedings
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Item 1A.
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Risk Factors
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Item 3.
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Defaults Upon Senior Securities
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Other Information
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June 30,
2018 |
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December 31,
2017 |
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ASSETS
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Cash and due from banks
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$
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16,839
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$
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29,575
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Interest-bearing deposits in bank
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7,443
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18,644
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Cash and cash equivalents
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24,282
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48,219
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Securities available for sale
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28,174
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28,684
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Securities held to maturity (fair value of $57,787 and $58,549 at June 30, 2018 and December 31, 2017, respectively)
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57,953
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58,002
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Equity securities (amortized cost of $2,530 and $2,503 at June 30, 2018 and December 31, 2017, respectively)
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2,417
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2,448
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Restricted investments, at cost
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5,905
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5,430
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Loans held for sale
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2,537
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2,581
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Loans
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890,369
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850,874
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Allowance for loan losses
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(11,201
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)
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(10,668
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Net loans
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879,168
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840,206
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Bank owned life insurance
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21,835
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21,573
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Premises and equipment, net
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6,134
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6,239
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Accrued interest receivable
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2,707
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2,554
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Goodwill
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18,109
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18,109
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Other assets
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6,306
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5,753
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Total Assets
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$
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1,055,527
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$
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1,039,798
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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Deposits:
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Non-interest-bearing
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$
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166,506
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$
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167,297
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Interest-bearing
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714,373
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694,260
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Total Deposits
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880,879
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861,557
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Securities sold under agreements to repurchase
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19,878
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27,120
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FHLB and other borrowings
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24,500
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25,800
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Subordinated debt
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9,905
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9,888
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Accrued interest payable
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78
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70
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Other liabilities
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8,940
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8,792
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Total Liabilities
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944,180
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933,227
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Shareholders' Equity
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Preferred stock, no par value; 6,500,000 shares authorized, no shares issued and outstanding
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—
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—
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Common stock, no par value; 25,000,000 shares authorized;
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Issued – 8,867,337 and 8,782,124 at June 30, 2018 and December 31, 2017, respectively
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Outstanding – 8,555,243 and 8,470,030 at June 30, 2018 and December 31, 2017, respectively
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80,088
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79,678
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Retained earnings
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34,173
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29,593
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Treasury stock, at cost; 312,094 shares at June 30, 2018 and December 31, 2017
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(2,396
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)
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(2,396
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)
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Accumulated other comprehensive loss
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(518
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(304
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)
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Total Shareholders' Equity
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111,347
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106,571
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Total Liabilities and Shareholders’ Equity
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$
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1,055,527
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$
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1,039,798
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Three Months Ended
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Six Months Ended
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June 30,
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June 30,
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2018
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2017
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2018
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2017
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Interest Income
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Loans, including fees
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$
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10,243
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$
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8,733
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$
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20,064
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$
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17,136
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Securities:
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Taxable
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290
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235
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587
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468
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Tax-exempt
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280
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279
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562
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564
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Interest-bearing deposits
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94
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102
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161
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174
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Total Interest Income
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10,907
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9,349
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21,374
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18,342
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Interest Expense
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Deposits
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1,641
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1,063
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2,999
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2,101
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Securities sold under agreements to repurchase
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15
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17
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29
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32
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FHLB and other borrowings
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116
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147
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246
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292
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Subordinated debt
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165
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164
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330
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329
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Total Interest Expense
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1,937
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1,391
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3,604
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2,754
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Net Interest Income
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8,970
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7,958
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17,770
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15,588
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Provision for Loan Losses
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225
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375
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625
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600
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Net Interest Income after Provision for Loan Losses
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8,745
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7,583
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17,145
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14,988
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Non-Interest Income
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Service fees on deposit accounts
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239
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161
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477
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311
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Mortgage banking
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409
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474
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747
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900
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Other loan fees
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137
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122
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248
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214
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Earnings from investment in bank owned life insurance
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132
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138
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262
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274
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Gain on sale of SBA loans
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387
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394
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718
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511
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Other income
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192
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249
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354
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453
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Total Non-Interest Income
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1,496
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1,538
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2,806
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2,663
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Non-Interest Expenses
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Salaries and employee benefits
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4,010
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3,460
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7,895
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6,913
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Occupancy and equipment
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1,043
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1,049
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2,133
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2,103
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Professional
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488
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395
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828
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736
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Insurance
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64
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53
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121
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101
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FDIC insurance and assessments
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123
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108
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246
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231
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Advertising
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130
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125
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190
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235
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Data processing
|
174
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125
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326
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255
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|
||||
Outside services fees
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80
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124
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161
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227
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|
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OREO expenses, impairments and sales, net
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(14
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)
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22
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(15
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)
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19
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Loan workout expenses
|
45
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|
139
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96
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166
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Other operating
|
408
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471
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797
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|
862
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|
||||
Total Non-Interest Expenses
|
6,551
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|
6,071
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12,778
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11,848
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||||
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Income before Income Taxes
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3,690
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|
|
3,050
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7,173
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|
|
5,803
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|
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Income tax expense
|
1,040
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|
922
|
|
|
1,847
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|
|
1,873
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|
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Net Income
|
$
|
2,650
|
|
|
$
|
2,128
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$
|
5,326
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$
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3,930
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Earnings Per Common Share:
|
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Basic
|
$
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0.31
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$
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0.25
|
|
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$
|
0.63
|
|
|
$
|
0.47
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Diluted
|
$
|
0.30
|
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|
$
|
0.25
|
|
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$
|
0.61
|
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$
|
0.45
|
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Weighted average common shares outstanding
|
|
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|
|
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|||||||
Basic
|
8,488
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|
8,372
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8,480
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|
|
8,363
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Diluted
|
8,690
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|
|
8,654
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|
|
8,695
|
|
|
8,642
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Three Months Ended
|
||||||
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June 30,
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||||||
|
2018
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|
2017
|
||||
Net income
|
$
|
2,650
|
|
|
$
|
2,128
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Other comprehensive (loss) income:
|
|
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|
||||
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Unrealized holdings (losses)/gains on securities available for sale, net of income tax (benefit)/expense 2018: ($20), 2017: $82
|
(55
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)
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|
126
|
|
||
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|
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|
||||
Other comprehensive (loss) income:
|
(55
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)
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|
126
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||
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|
||||
Total comprehensive income
|
$
|
2,595
|
|
|
$
|
2,254
|
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Six Months Ended
|
||||||
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June 30,
|
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
5,326
|
|
|
$
|
3,930
|
|
Other comprehensive (loss) income:
|
|
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|
||||
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Unrealized holdings (loss)/gains on securities available for sale, net of income tax (benefit)/expense 2018: ($74); 2017: $126
|
(194
|
)
|
|
195
|
|
||
|
|
|
|
||||
Other comprehensive (loss) income:
|
(194
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)
|
|
195
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|
||
|
|
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|
||||
Total comprehensive income
|
$
|
5,132
|
|
|
$
|
4,125
|
|
|
|
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|
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Common Stock
|
|
|
|
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Shareholders’
Equity
|
|||||||||||||
|
Outstanding
Shares
|
|
Amount
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
|
|||||||||||||
Balance, January 1, 2018
|
8,470,030
|
|
|
$
|
79,678
|
|
|
$
|
29,593
|
|
|
$
|
(2,396
|
)
|
|
$
|
(304
|
)
|
|
$
|
106,571
|
|
Net income
|
—
|
|
|
—
|
|
|
5,326
|
|
|
—
|
|
|
—
|
|
|
5,326
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(194
|
)
|
|
(194
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140
|
|
|||||
Cash dividends on common stock ($0.045 per share)
|
—
|
|
|
—
|
|
|
(766
|
)
|
|
—
|
|
|
—
|
|
|
(766
|
)
|
|||||
Options exercised
|
64,496
|
|
|
238
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
238
|
|
|||||
AOCI reclassification related to Tax Reform
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|||||
AOCI reclassification due to adoption of ASU 2016-01
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
39
|
|
|
—
|
|
|||||
Employee stock purchase program
|
1,817
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|||||
Restricted stock and other awards
|
19,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shares forfeited
|
(500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance, June 30, 2018
|
8,555,243
|
|
|
$
|
80,088
|
|
|
$
|
34,173
|
|
|
$
|
(2,396
|
)
|
|
$
|
(518
|
)
|
|
$
|
111,347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance, January 1, 2017
|
8,365,442
|
|
|
$
|
79,056
|
|
|
$
|
24,447
|
|
|
$
|
(2,396
|
)
|
|
$
|
(391
|
)
|
|
$
|
100,716
|
|
Net income
|
—
|
|
|
—
|
|
|
3,930
|
|
|
—
|
|
|
—
|
|
|
3,930
|
|
|||||
Common stock dividend – adjustment
|
(1,069
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195
|
|
|
195
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
144
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
144
|
|
|||||
Cash dividends on common stock ($0.08 per share)
|
—
|
|
|
—
|
|
|
(655
|
)
|
|
—
|
|
|
—
|
|
|
(655
|
)
|
|||||
Options exercised
|
41,339
|
|
|
161
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161
|
|
|||||
Restricted stock and other awards
|
21,018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Employee stock purchase program
|
2,041
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|||||
Balance, June 30, 2017
|
8,428,771
|
|
|
$
|
79,394
|
|
|
$
|
27,722
|
|
|
$
|
(2,396
|
)
|
|
$
|
(196
|
)
|
|
$
|
104,524
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Cash Flows From Operating Activities
|
|
|
|
||||
Net income
|
$
|
5,326
|
|
|
$
|
3,930
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
326
|
|
|
374
|
|
||
Provision for loan losses
|
625
|
|
|
600
|
|
||
Amortization of subordinated debt issuance costs
|
17
|
|
|
16
|
|
||
Net amortization of securities premiums and discounts
|
384
|
|
|
420
|
|
||
Earnings from investment in bank owned life insurance
|
(262
|
)
|
|
(274
|
)
|
||
Proceeds from sale of mortgage loans held for sale
|
27,085
|
|
|
37,486
|
|
||
Origination of mortgage loans held for sale
|
(26,584
|
)
|
|
(36,928
|
)
|
||
Gain on sale of mortgage loans held for sale
|
(451
|
)
|
|
(662
|
)
|
||
Gain on sale of loans transferred from held for investment to held for sale
|
(200
|
)
|
|
(177
|
)
|
||
OREO writedown
|
—
|
|
|
26
|
|
||
Stock-based compensation expense
|
140
|
|
|
144
|
|
||
Proceeds from sale of SBA loans held for sale
|
1,798
|
|
|
5,116
|
|
||
Origination of SBA loans held for sale
|
(1,086
|
)
|
|
(6,750
|
)
|
||
Gain from sale of SBA loans held for sale
|
(718
|
)
|
|
(511
|
)
|
||
Unrealized loss on CRA Mutual Fund
|
58
|
|
|
—
|
|
||
Increase in assets:
|
|
|
|
||||
Accrued interest receivable
|
(153
|
)
|
|
(103
|
)
|
||
Other assets
|
(566
|
)
|
|
(290
|
)
|
||
Increase (decrease) in liabilities:
|
|
|
|
||||
Accrued interest payable
|
8
|
|
|
(6
|
)
|
||
Other liabilities
|
148
|
|
|
4
|
|
||
Net Cash Provided by Operating Activities
|
5,895
|
|
|
2,415
|
|
||
Cash Flows From Investing Activities
|
|
|
|
||||
Purchase of securities available for sale
|
(4,245
|
)
|
|
—
|
|
||
Purchase of securities held to maturity
|
(1,958
|
)
|
|
(634
|
)
|
||
Proceeds from repayments, calls and maturities of securities available for sale
|
4,388
|
|
|
2,993
|
|
||
Proceeds from repayments, calls and maturities of securities held to maturity
|
1,782
|
|
|
2,501
|
|
||
Proceeds from sale of loans transferred from held for investment to held for sale
|
10,030
|
|
|
8,357
|
|
||
Net increase in loans
|
(49,417
|
)
|
|
(50,208
|
)
|
||
Purchases of premises and equipment
|
(221
|
)
|
|
(927
|
)
|
||
Purchase of restricted investments, net
|
(475
|
)
|
|
(481
|
)
|
||
Net Cash Used In Investing Activities
|
(40,116
|
)
|
|
(38,399
|
)
|
||
Cash
Flows
From
Financing
Activities
|
|
|
|
||||
Net increase in deposits
|
19,322
|
|
|
34,158
|
|
||
Net (decrease) increase in securities sold under agreements to repurchase
|
(7,242
|
)
|
|
5,908
|
|
||
Repayment of FHLB and other borrowings
|
(1,300
|
)
|
|
(1,000
|
)
|
||
Cash dividends paid – common stock
|
(766
|
)
|
|
(655
|
)
|
||
Proceeds from employee stock purchase plan
|
32
|
|
|
33
|
|
||
Proceeds from exercise of stock options
|
238
|
|
|
161
|
|
||
Net Cash Provided by Financing Activities
|
10,284
|
|
|
38,605
|
|
||
Net (Decrease) Increase in Cash and Cash Equivalents
|
(23,937
|
)
|
|
2,621
|
|
||
Cash and Cash Equivalents – Beginning
|
48,219
|
|
|
42,077
|
|
||
Cash and Cash Equivalents - Ending
|
$
|
24,282
|
|
|
$
|
44,698
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Dollars in Thousands)
|
|
(Dollars in Thousands)
|
||||||||||||
Non-Interest Income
|
|
|
|
|
|
|
|
||||||||
In-scope of Topic 606
|
|
|
|
|
|
|
|
||||||||
Service fees on Deposit Accounts
|
$
|
239
|
|
|
$
|
161
|
|
|
$
|
477
|
|
|
$
|
311
|
|
Other income
|
145
|
|
|
185
|
|
|
278
|
|
|
354
|
|
||||
Non-Interest Income (in-scope of Topic 606)
|
384
|
|
|
346
|
|
|
755
|
|
|
665
|
|
||||
Non-Interest Income (out-of-scope of Topic 606)
|
1,112
|
|
|
1,192
|
|
|
2,051
|
|
|
1,998
|
|
||||
Total Non-Interest Income
|
$
|
1,496
|
|
|
$
|
1,538
|
|
|
$
|
2,806
|
|
|
$
|
2,663
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(In Thousands, Except Per Share Data)
|
||||||||||||||
Net income
|
$
|
2,650
|
|
|
$
|
2,128
|
|
|
$
|
5,326
|
|
|
$
|
3,930
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding – Basic
|
8,488
|
|
|
8,372
|
|
|
8,480
|
|
|
8,363
|
|
||||
Effect of dilutive securities, stock options and restricted stock
|
202
|
|
|
282
|
|
|
215
|
|
|
279
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding – Diluted
|
8,690
|
|
|
8,654
|
|
|
8,695
|
|
|
8,642
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
|
$
|
0.31
|
|
|
$
|
0.25
|
|
|
$
|
0.63
|
|
|
$
|
0.47
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share
|
$
|
0.30
|
|
|
$
|
0.25
|
|
|
$
|
0.61
|
|
|
$
|
0.45
|
|
(In Thousands)
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
June 30, 2018:
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Government agency securities
|
|
$
|
12,494
|
|
|
$
|
2
|
|
|
$
|
(167
|
)
|
|
$
|
12,329
|
|
Municipal securities
|
|
490
|
|
|
1
|
|
|
—
|
|
|
491
|
|
||||
U.S. Government-sponsored enterprises (“GSE”) – residential mortgage-backed securities
|
|
7,263
|
|
|
1
|
|
|
(238
|
)
|
|
7,026
|
|
||||
U.S. Government collateralized residential mortgage obligations
|
|
6,639
|
|
|
3
|
|
|
(268
|
)
|
|
6,374
|
|
||||
Corporate debt securities, primarily financial institutions
|
|
1,999
|
|
|
4
|
|
|
(49
|
)
|
|
1,954
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total securities available for sale
|
|
$
|
28,885
|
|
|
$
|
11
|
|
|
$
|
(722
|
)
|
|
$
|
28,174
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total equity securities
|
|
$
|
2,530
|
|
|
$
|
—
|
|
|
$
|
(113
|
)
|
|
$
|
2,417
|
|
|
|
|
|
|
|
|
|
|
||||||||
Securities held to maturity:
|
|
|
|
|
|
|
|
|
||||||||
Municipal securities
|
|
$
|
46,095
|
|
|
$
|
385
|
|
|
$
|
(116
|
)
|
|
$
|
46,364
|
|
GSE – Residential mortgage-backed securities
|
|
8,041
|
|
|
—
|
|
|
(289
|
)
|
|
7,752
|
|
||||
U.S. Government collateralized residential mortgage obligations
|
|
1,991
|
|
|
—
|
|
|
(66
|
)
|
|
1,925
|
|
||||
Corporate debt securities, primarily financial institutions
|
|
1,826
|
|
|
—
|
|
|
(80
|
)
|
|
1,746
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total securities held to maturity
|
|
$
|
57,953
|
|
|
$
|
385
|
|
|
$
|
(551
|
)
|
|
$
|
57,787
|
|
(In Thousands)
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2017:
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Government agency securities
|
|
$
|
10,105
|
|
|
$
|
—
|
|
|
$
|
(48
|
)
|
|
$
|
10,057
|
|
Municipal securities
|
|
494
|
|
|
1
|
|
|
—
|
|
|
495
|
|
||||
GSE – residential mortgage-backed securities
|
|
8,362
|
|
|
—
|
|
|
(143
|
)
|
|
8,219
|
|
||||
U.S. Government collateralized residential mortgage obligations
|
|
7,672
|
|
|
1
|
|
|
(191
|
)
|
|
7,482
|
|
||||
Corporate debt securities, primarily financial institutions
|
|
2,494
|
|
|
9
|
|
|
(72
|
)
|
|
2,431
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total securities available for sale
|
|
$
|
29,127
|
|
|
$
|
11
|
|
|
$
|
(454
|
)
|
|
$
|
28,684
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total equity securities
|
|
$
|
2,503
|
|
|
$
|
—
|
|
|
$
|
(55
|
)
|
|
$
|
2,448
|
|
|
|
|
|
|
|
|
|
|
||||||||
Securities held to maturity:
|
|
|
|
|
|
|
|
|
||||||||
Municipal securities
|
|
$
|
46,614
|
|
|
$
|
812
|
|
|
$
|
(20
|
)
|
|
$
|
47,406
|
|
GSE – residential mortgage-backed securities
|
|
7,339
|
|
|
—
|
|
|
(98
|
)
|
|
7,241
|
|
||||
U.S. Government collateralized residential mortgage obligations
|
|
2,224
|
|
|
—
|
|
|
(46
|
)
|
|
2,178
|
|
||||
Corporate debt securities, primarily financial institutions
|
|
1,825
|
|
|
—
|
|
|
(101
|
)
|
|
1,724
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total securities held to maturity
|
|
$
|
58,002
|
|
|
$
|
812
|
|
|
$
|
(265
|
)
|
|
$
|
58,549
|
|
|
|
Available for Sale
|
|
Held to Maturity
|
||||||||||||
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||
|
|
(In Thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Due in one year or less
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,391
|
|
|
$
|
14,428
|
|
Due in one year through five years
|
|
8,772
|
|
|
8,703
|
|
|
1,508
|
|
|
1,531
|
|
||||
Due in five years through ten years
|
|
792
|
|
|
781
|
|
|
8,370
|
|
|
8,367
|
|
||||
Due after ten years
|
|
5,419
|
|
|
5,290
|
|
|
23,652
|
|
|
23,784
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Sub-total
|
|
14,983
|
|
|
14,774
|
|
|
47,921
|
|
|
48,110
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
GSE – residential mortgage-backed securities
|
|
7,263
|
|
|
7,026
|
|
|
8,041
|
|
|
7,752
|
|
||||
U.S. Government collateralized residential mortgage obligations
|
|
6,639
|
|
|
6,374
|
|
|
1,991
|
|
|
1,925
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total
|
|
$
|
28,885
|
|
|
$
|
28,174
|
|
|
$
|
57,953
|
|
|
$
|
57,787
|
|
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
June 30, 2018:
|
|
(In Thousands)
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Government agency securities
|
|
$
|
10,276
|
|
|
$
|
(154
|
)
|
|
$
|
766
|
|
|
$
|
(13
|
)
|
|
$
|
11,042
|
|
|
$
|
(167
|
)
|
Municipal securities
|
|
11,639
|
|
|
(116
|
)
|
|
—
|
|
|
—
|
|
|
11,639
|
|
|
(116
|
)
|
||||||
GSE – residential mortgage-backed securities
|
|
4,352
|
|
|
(120
|
)
|
|
10,239
|
|
|
(407
|
)
|
|
14,591
|
|
|
(527
|
)
|
||||||
U.S. Government collateralized residential mortgage obligations
|
|
1,601
|
|
|
(44
|
)
|
|
6,434
|
|
|
(290
|
)
|
|
8,035
|
|
|
(334
|
)
|
||||||
Corporate debt securities, primarily financial institutions
|
|
492
|
|
|
(6
|
)
|
|
2,204
|
|
|
(123
|
)
|
|
2,696
|
|
|
(129
|
)
|
||||||
Total temporarily impaired securities
|
|
$
|
28,360
|
|
|
$
|
(440
|
)
|
|
$
|
19,643
|
|
|
$
|
(833
|
)
|
|
$
|
48,003
|
|
|
$
|
(1,273
|
)
|
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
December 31, 2017:
|
|
(In Thousands)
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Government agency securities
|
|
$
|
8,229
|
|
|
$
|
(46
|
)
|
|
$
|
1,766
|
|
|
$
|
(2
|
)
|
|
$
|
9,995
|
|
|
$
|
(48
|
)
|
Municipal securities
|
|
14,170
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
14,170
|
|
|
(20
|
)
|
||||||
GSE – residential mortgage-backed securities
|
|
6,302
|
|
|
(66
|
)
|
|
9,123
|
|
|
(175
|
)
|
|
15,425
|
|
|
(241
|
)
|
||||||
U.S. Government collateralized residential mortgage obligations
|
|
1,806
|
|
|
(20
|
)
|
|
7,500
|
|
|
(217
|
)
|
|
9,306
|
|
|
(237
|
)
|
||||||
Corporate debt securities, primarily financial institutions
|
|
—
|
|
|
—
|
|
|
2,648
|
|
|
(173
|
)
|
|
2,648
|
|
|
(173
|
)
|
||||||
Equity securities
|
|
—
|
|
|
—
|
|
|
2,449
|
|
|
(55
|
)
|
|
2,449
|
|
|
(55
|
)
|
||||||
Total temporarily impaired securities
|
|
$
|
30,507
|
|
|
$
|
(152
|
)
|
|
$
|
23,486
|
|
|
$
|
(622
|
)
|
|
$
|
53,993
|
|
|
$
|
(774
|
)
|
1.
|
The loan’s observable market price;
|
2.
|
The fair value of the underlying collateral; or
|
3.
|
The present value (PV) of expected future cash flows.
|
1.
|
Changes in lending policy and procedures, including changes in underwriting standards and collection practices not previously considered in estimating credit losses.
|
2.
|
Changes in relevant economic and business conditions.
|
3.
|
Changes in nature and volume of the loan portfolio and in the terms of loans.
|
4.
|
Changes in experience, ability and depth of lending management and staff.
|
5.
|
Changes in the volume and severity of past due loans, the volume of non-accrual loans and the volume and severity of adversely classified loans.
|
6.
|
Changes in the quality of the loan review system.
|
7.
|
Changes in the value of underlying collateral for collateral-dependent loans.
|
8.
|
The existence and effect of any concentration of credit and changes in the level of such concentrations.
|
9.
|
The effect of other external forces such as competition, legal and regulatory requirements on the level of estimated credit losses in the existing portfolio.
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2018
|
|
2017
|
||||
|
|
(In Thousands)
|
||||||
|
|
|
|
|
||||
Commercial and industrial
|
|
$
|
107,398
|
|
|
$
|
101,371
|
|
Real estate – construction
|
|
134,520
|
|
|
118,094
|
|
||
Real estate – commercial
|
|
551,216
|
|
|
537,733
|
|
||
Real estate – residential
|
|
66,855
|
|
|
64,238
|
|
||
Consumer
|
|
31,214
|
|
|
30,203
|
|
||
|
|
|
|
|
||||
|
|
891,203
|
|
|
851,639
|
|
||
Allowance for loan losses
|
|
(11,201
|
)
|
|
(10,668
|
)
|
||
Unearned fees
|
|
(834
|
)
|
|
(765
|
)
|
||
|
|
|
|
|
||||
Net Loans
|
|
$
|
879,168
|
|
|
$
|
840,206
|
|
|
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
90 Days &
Greater
|
|
Total Past
Due
|
|
Current
|
|
Total Loans
Receivable
|
|
Loans
Receivable
>90 Days and
Accruing
|
||||||||||||||
June 30, 2018:
|
|
|
|
|
|
(In Thousands)
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
673
|
|
|
$
|
673
|
|
|
$
|
106,725
|
|
|
$
|
107,398
|
|
|
$
|
—
|
|
Real estate – construction
|
|
—
|
|
|
—
|
|
|
150
|
|
|
150
|
|
|
134,370
|
|
|
134,520
|
|
|
—
|
|
|||||||
Real estate – commercial
|
|
—
|
|
|
136
|
|
|
156
|
|
|
292
|
|
|
550,924
|
|
|
551,216
|
|
|
—
|
|
|||||||
Real estate – residential
|
|
—
|
|
|
—
|
|
|
717
|
|
|
717
|
|
|
66,138
|
|
|
66,855
|
|
|
—
|
|
|||||||
Consumer
|
|
64
|
|
|
7
|
|
|
234
|
|
|
305
|
|
|
30,909
|
|
|
31,214
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
|
$
|
64
|
|
|
$
|
143
|
|
|
$
|
1,930
|
|
|
$
|
2,137
|
|
|
$
|
889,066
|
|
|
$
|
891,203
|
|
|
$
|
—
|
|
|
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
90 Days &
Greater
|
|
Total Past
Due
|
|
Current
|
|
Total Loans
Receivable
|
|
Loans
Receivable
>90 Days and
Accruing
|
||||||||||||||
December 31, 2017:
|
|
|
|
|
|
(In Thousands)
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
|
$
|
224
|
|
|
$
|
—
|
|
|
$
|
790
|
|
|
$
|
1,014
|
|
|
$
|
100,357
|
|
|
$
|
101,371
|
|
|
$
|
—
|
|
Real estate – construction
|
|
—
|
|
|
—
|
|
|
150
|
|
|
150
|
|
|
117,944
|
|
|
118,094
|
|
|
—
|
|
|||||||
Real estate – commercial
|
|
146
|
|
|
150
|
|
|
219
|
|
|
515
|
|
|
537,218
|
|
|
537,733
|
|
|
—
|
|
|||||||
Real estate – residential
|
|
290
|
|
|
—
|
|
|
717
|
|
|
1,007
|
|
|
63,231
|
|
|
64,238
|
|
|
—
|
|
|||||||
Consumer
|
|
92
|
|
|
—
|
|
|
194
|
|
|
286
|
|
|
29,917
|
|
|
30,203
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
|
$
|
752
|
|
|
$
|
150
|
|
|
$
|
2,070
|
|
|
$
|
2,972
|
|
|
$
|
848,667
|
|
|
$
|
851,639
|
|
|
$
|
—
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2018
|
|
2017
|
||||
|
|
(In Thousands)
|
||||||
|
|
|
|
|
||||
Commercial and industrial
|
|
$
|
673
|
|
|
$
|
790
|
|
Real estate – construction
|
|
150
|
|
|
150
|
|
||
Real estate – commercial
|
|
156
|
|
|
219
|
|
||
Real estate – residential
|
|
717
|
|
|
717
|
|
||
Consumer
|
|
234
|
|
|
194
|
|
||
|
|
|
|
|
||||
Total
|
|
$
|
1,930
|
|
|
$
|
2,070
|
|
|
|
Six months ended June 30, 2017
|
|||||||||
|
|
Number of
Contracts
|
|
Pre-Modification
Outstanding
Recorded
Investment
|
|
Post-Modification
Outstanding
Recorded
Investment
|
|||||
|
|
(Dollars in Thousands)
|
|||||||||
Troubled debt restructuring:
|
|
|
|
|
|
|
|||||
Commercial and industrial
|
|
1
|
|
|
$
|
150
|
|
|
$
|
150
|
|
Real estate - construction
|
|
1
|
|
|
$
|
150
|
|
|
$
|
150
|
|
|
|
2
|
|
|
$
|
300
|
|
|
$
|
300
|
|
|
|
As of June 30, 2018
|
|
For the three months ended June 30, 2018
|
|
For the six months ended June 30, 2018
|
||||||||||||||||||||||
|
|
Recorded
Investment,
Net of
Charge-offs
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||||||
|
|
(In Thousands)
|
||||||||||||||||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
|
$
|
3,043
|
|
|
$
|
3,043
|
|
|
$
|
—
|
|
|
$
|
3,099
|
|
|
$
|
33
|
|
|
$
|
3,150
|
|
|
$
|
67
|
|
Real estate – construction
|
|
3,125
|
|
|
3,125
|
|
|
—
|
|
|
3,135
|
|
|
34
|
|
|
3,140
|
|
|
67
|
|
|||||||
Real estate – commercial
|
|
276
|
|
|
288
|
|
|
—
|
|
|
302
|
|
|
1
|
|
|
318
|
|
|
3
|
|
|||||||
Real estate – residential
|
|
1,083
|
|
|
1,083
|
|
|
—
|
|
|
1,083
|
|
|
4
|
|
|
1,084
|
|
|
9
|
|
|||||||
Consumer
|
|
234
|
|
|
234
|
|
|
—
|
|
|
234
|
|
|
—
|
|
|
234
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Real estate – construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Real estate – commercial
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Real estate – residential
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
|
$
|
3,043
|
|
|
$
|
3,043
|
|
|
$
|
—
|
|
|
$
|
3,099
|
|
|
$
|
33
|
|
|
$
|
3,150
|
|
|
$
|
67
|
|
Real estate – construction
|
|
3,125
|
|
|
3,125
|
|
|
—
|
|
|
3,135
|
|
|
34
|
|
|
3,140
|
|
|
67
|
|
|||||||
Real estate – commercial
|
|
276
|
|
|
288
|
|
|
—
|
|
|
302
|
|
|
1
|
|
|
318
|
|
|
3
|
|
|||||||
Real estate – residential
|
|
1,083
|
|
|
1,083
|
|
|
—
|
|
|
1,083
|
|
|
4
|
|
|
1,084
|
|
|
9
|
|
|||||||
Consumer
|
|
234
|
|
|
234
|
|
|
—
|
|
|
234
|
|
|
—
|
|
|
234
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
|
$
|
7,761
|
|
|
$
|
7,773
|
|
|
$
|
—
|
|
|
$
|
7,853
|
|
|
$
|
72
|
|
|
$
|
7,926
|
|
|
$
|
146
|
|
|
|
As of December 31, 2017
|
|
For the three months ended June 30, 2017
|
|
For the six months ended June 30, 2017
|
||||||||||||||||||||||
|
|
Recorded
Investment,
Net of
Charge-offs
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||||||
|
|
(In Thousands)
|
||||||||||||||||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
|
$
|
3,350
|
|
|
$
|
3,697
|
|
|
$
|
—
|
|
|
$
|
4,350
|
|
|
$
|
36
|
|
|
$
|
4,745
|
|
|
$
|
82
|
|
Real estate – construction
|
|
3,148
|
|
|
3,148
|
|
|
—
|
|
|
3,181
|
|
|
33
|
|
|
3,182
|
|
|
67
|
|
|||||||
Real estate – commercial
|
|
344
|
|
|
344
|
|
|
—
|
|
|
1,166
|
|
|
10
|
|
|
1,181
|
|
|
20
|
|
|||||||
Real estate – residential
|
|
1,086
|
|
|
1,086
|
|
|
—
|
|
|
1,111
|
|
|
5
|
|
|
1,120
|
|
|
9
|
|
|||||||
Consumer
|
|
194
|
|
|
194
|
|
|
|
|
|
300
|
|
|
—
|
|
|
301
|
|
|
1
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Real estate – construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Real estate – commercial
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Real estate – residential
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
|
$
|
3,350
|
|
|
$
|
3,697
|
|
|
$
|
—
|
|
|
$
|
4,350
|
|
|
$
|
36
|
|
|
$
|
4,745
|
|
|
$
|
82
|
|
Real estate – construction
|
|
3,148
|
|
|
3,148
|
|
|
—
|
|
|
3,181
|
|
|
33
|
|
|
3,182
|
|
|
67
|
|
|||||||
Real estate – commercial
|
|
344
|
|
|
344
|
|
|
—
|
|
|
1,166
|
|
|
10
|
|
|
1,181
|
|
|
20
|
|
|||||||
Real estate – residential
|
|
1,086
|
|
|
1,086
|
|
|
—
|
|
|
1,111
|
|
|
5
|
|
|
1,120
|
|
|
9
|
|
|||||||
Consumer
|
|
194
|
|
|
194
|
|
|
|
|
|
300
|
|
|
—
|
|
|
301
|
|
|
1
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
|
$
|
8,122
|
|
|
$
|
8,469
|
|
|
$
|
—
|
|
|
$
|
10,108
|
|
|
$
|
84
|
|
|
$
|
10,529
|
|
|
$
|
179
|
|
|
|
Pass
|
|
Special
Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
|
|
(In Thousands)
|
||||||||||||||||||
June 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
104,189
|
|
|
$
|
101
|
|
|
$
|
3,108
|
|
|
$
|
—
|
|
|
$
|
107,398
|
|
Real estate – construction
|
|
128,565
|
|
|
4,457
|
|
|
1,498
|
|
|
—
|
|
|
134,520
|
|
|||||
Real estate – commercial
|
|
540,740
|
|
|
4,526
|
|
|
5,950
|
|
|
—
|
|
|
551,216
|
|
|||||
Real estate – residential
|
|
66,138
|
|
|
—
|
|
|
717
|
|
|
—
|
|
|
66,855
|
|
|||||
Consumer
|
|
30,805
|
|
|
—
|
|
|
409
|
|
|
—
|
|
|
31,214
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
$
|
870,437
|
|
|
$
|
9,084
|
|
|
$
|
11,682
|
|
|
$
|
—
|
|
|
$
|
891,203
|
|
|
|
Pass
|
|
Special
Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
|
|
(In Thousands)
|
||||||||||||||||||
December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
97,160
|
|
|
$
|
796
|
|
|
$
|
3,299
|
|
|
$
|
116
|
|
|
$
|
101,371
|
|
Real estate – construction
|
|
112,353
|
|
|
4,252
|
|
|
1,489
|
|
|
—
|
|
|
118,094
|
|
|||||
Real estate – commercial
|
|
525,951
|
|
|
5,681
|
|
|
6,101
|
|
|
—
|
|
|
537,733
|
|
|||||
Real estate – residential
|
|
63,521
|
|
|
—
|
|
|
717
|
|
|
—
|
|
|
64,238
|
|
|||||
Consumer
|
|
29,795
|
|
|
34
|
|
|
374
|
|
|
—
|
|
|
30,203
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
$
|
828,780
|
|
|
$
|
10,763
|
|
|
$
|
11,980
|
|
|
$
|
116
|
|
|
$
|
851,639
|
|
|
|
Allowance for Loan Losses
|
|
Loans Receivable
|
||||||||||||||||||||
|
|
Balance
|
|
Balance
Related to
Loans
Individually
Evaluated
for
Impairment
|
|
Balance
Related to
Loans
Collectively
Evaluated
for
Impairment
|
|
Balance
|
|
Balance
Individually
Evaluated for
Impairment
|
|
Balance
Collectively
Evaluated for
Impairment
|
||||||||||||
|
|
|
|
|
|
(In Thousands)
|
|
|
|
|
||||||||||||||
June 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
$
|
976
|
|
|
$
|
—
|
|
|
$
|
976
|
|
|
$
|
107,398
|
|
|
$
|
3,043
|
|
|
$
|
104,355
|
|
Real estate – construction
|
|
1,572
|
|
|
—
|
|
|
1,572
|
|
|
134,520
|
|
|
3,125
|
|
|
131,395
|
|
||||||
Real estate – commercial
|
|
7,515
|
|
|
—
|
|
|
7,515
|
|
|
551,216
|
|
|
276
|
|
|
550,940
|
|
||||||
Real estate – residential
|
|
520
|
|
|
—
|
|
|
520
|
|
|
66,855
|
|
|
1,083
|
|
|
65,772
|
|
||||||
Consumer
|
|
153
|
|
|
—
|
|
|
153
|
|
|
31,214
|
|
|
234
|
|
|
30,980
|
|
||||||
Unallocated
|
|
465
|
|
|
—
|
|
|
465
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
|
$
|
11,201
|
|
|
$
|
—
|
|
|
$
|
11,201
|
|
|
$
|
891,203
|
|
|
$
|
7,761
|
|
|
$
|
883,442
|
|
|
|
Allowance for Loan Losses
|
|
Loans Receivable
|
||||||||||||||||||||
|
|
Balance
|
|
Balance
Related to
Loans
Individually
Evaluated
for
Impairment
|
|
Balance
Related to
Loans
Collectively
Evaluated
for
Impairment
|
|
Balance
|
|
Balance
Individually
Evaluated for
Impairment
|
|
Balance
Collectively
Evaluated for
Impairment
|
||||||||||||
|
|
|
|
|
|
(In Thousands)
|
|
|
|
|
||||||||||||||
December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
$
|
930
|
|
|
$
|
—
|
|
|
$
|
930
|
|
|
$
|
101,371
|
|
|
$
|
3,350
|
|
|
$
|
98,021
|
|
Real estate – construction
|
|
1,389
|
|
|
—
|
|
|
1,389
|
|
|
118,094
|
|
|
3,148
|
|
|
114,946
|
|
||||||
Real estate – commercial
|
|
7,325
|
|
|
—
|
|
|
7,325
|
|
|
537,733
|
|
|
344
|
|
|
537,389
|
|
||||||
Real estate – residential
|
|
502
|
|
|
—
|
|
|
502
|
|
|
64,238
|
|
|
1,086
|
|
|
63,152
|
|
||||||
Consumer
|
|
174
|
|
|
—
|
|
|
174
|
|
|
30,203
|
|
|
194
|
|
|
30,009
|
|
||||||
Unallocated
|
|
348
|
|
|
—
|
|
|
348
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
|
$
|
10,668
|
|
|
$
|
—
|
|
|
$
|
10,668
|
|
|
$
|
851,639
|
|
|
$
|
8,122
|
|
|
$
|
843,517
|
|
Allowance for Loan
Losses
|
|
Commercial
and
Industrial
|
|
Real Estate -
Construction
|
|
Real Estate -
Commercial
|
|
Real Estate -
Residential
|
|
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
(In Thousands)
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance, April 1, 2018
|
|
$
|
967
|
|
|
$
|
1,489
|
|
|
$
|
7,385
|
|
|
$
|
499
|
|
|
$
|
156
|
|
|
$
|
466
|
|
|
$
|
10,962
|
|
Charge-offs
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||||
Recoveries
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
26
|
|
|||||||
Provision
|
|
9
|
|
|
83
|
|
|
136
|
|
|
21
|
|
|
(23
|
)
|
|
(1
|
)
|
|
225
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ending balance, June 30, 2018
|
|
$
|
976
|
|
|
$
|
1,572
|
|
|
$
|
7,515
|
|
|
$
|
520
|
|
|
$
|
153
|
|
|
$
|
465
|
|
|
$
|
11,201
|
|
Allowance for Loan
Losses
|
|
Commercial
and
Industrial
|
|
Real Estate -
Construction
|
|
Real Estate -
Commercial
|
|
Real Estate -
Residential
|
|
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance, January 1, 2018
|
|
$
|
930
|
|
|
$
|
1,389
|
|
|
$
|
7,325
|
|
|
$
|
502
|
|
|
$
|
174
|
|
|
$
|
348
|
|
|
$
|
10,668
|
|
Charge-offs
|
|
(116
|
)
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
|||||||
Recoveries
|
|
—
|
|
|
3
|
|
|
13
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
36
|
|
|||||||
Provision
|
|
162
|
|
|
180
|
|
|
189
|
|
|
18
|
|
|
(41
|
)
|
|
117
|
|
|
625
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ending balance, June 30, 2018
|
|
$
|
976
|
|
|
$
|
1,572
|
|
|
$
|
7,515
|
|
|
$
|
520
|
|
|
$
|
153
|
|
|
$
|
465
|
|
|
$
|
11,201
|
|
Allowance for Loan
Losses
|
|
Commercial
and
Industrial
|
|
Real Estate -
Construction
|
|
Real Estate -
Commercial
|
|
Real Estate -
Residential
|
|
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
(In Thousands)
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance, April 1, 2017
|
|
$
|
874
|
|
|
$
|
1,216
|
|
|
$
|
6,444
|
|
|
$
|
461
|
|
|
$
|
232
|
|
|
$
|
340
|
|
|
$
|
9,567
|
|
Charge-offs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Recoveries
|
|
3
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
11
|
|
|||||||
Provision
|
|
21
|
|
|
68
|
|
|
330
|
|
|
5
|
|
|
(61
|
)
|
|
12
|
|
|
375
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ending balance, June 30, 2017
|
|
$
|
898
|
|
|
$
|
1,284
|
|
|
$
|
6,781
|
|
|
$
|
466
|
|
|
$
|
172
|
|
|
$
|
352
|
|
|
$
|
9,953
|
|
Allowance for Loan
Losses
|
|
Commercial
and
Industrial
|
|
Real Estate -
Construction
|
|
Real Estate -
Commercial
|
|
Real Estate -
Residential
|
|
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
(In Thousands)
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance, January 1, 2017
|
|
$
|
844
|
|
|
$
|
1,276
|
|
|
$
|
6,315
|
|
|
$
|
463
|
|
|
$
|
244
|
|
|
$
|
423
|
|
|
$
|
9,565
|
|
Charge-offs
|
|
(248
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(248
|
)
|
|||||||
Recoveries
|
|
13
|
|
|
8
|
|
|
11
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
36
|
|
|||||||
Provision
|
|
289
|
|
|
—
|
|
|
455
|
|
|
3
|
|
|
(76
|
)
|
|
(71
|
)
|
|
600
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ending balance, June 30, 2017
|
|
$
|
898
|
|
|
$
|
1,284
|
|
|
$
|
6,781
|
|
|
$
|
466
|
|
|
$
|
172
|
|
|
$
|
352
|
|
|
$
|
9,953
|
|
|
|
Number of Shares
|
|
Weighted
Average
Price
|
|
Weighted
Average
Remaining
Contractual
Life (years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Options outstanding, December 31, 2017
|
|
361,507
|
|
|
$
|
5.20
|
|
|
|
|
|
|
|
Options granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Options exercised
|
|
(64,496
|
)
|
|
3.68
|
|
|
|
|
|
|
||
Options forfeited
|
|
(3,150
|
)
|
|
8.83
|
|
|
|
|
|
|
||
Options outstanding, June 30, 2018
|
|
293,861
|
|
|
$
|
5.49
|
|
|
3.72
|
|
$
|
4,005,747
|
|
Options exercisable, June 30, 2018
|
|
252,540
|
|
|
$
|
4.98
|
|
|
3.20
|
|
$
|
3,573,663
|
|
Option exercise price range at June 30, 2018
|
|
$2.87 to $11.21
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
Weighted
Average Price |
|||
Unvested at December 31, 2017
|
|
49,021
|
|
|
$
|
14.01
|
|
Restricted stock earned
|
|
(8,816
|
)
|
|
13.62
|
|
|
Granted
|
|
19,400
|
|
|
18.03
|
|
|
Awards forfeited
|
|
(500
|
)
|
|
18.32
|
|
|
Unvested at June 30, 2018
|
|
59,105
|
|
|
$
|
15.34
|
|
|
June 30, 2018
|
|
December 31, 2017
|
|
Rate
|
|
Original Term
(Years)
|
|
Maturity
|
|||||
|
(dollars in thousands)
|
|
|
|
|
|
|
|||||||
Fixed Rate Note
|
$
|
2,000
|
|
|
$
|
2,000
|
|
|
1.65
|
%
|
|
5
|
|
October 2018
|
Fixed Rate Note
|
—
|
|
|
1,300
|
|
|
1.31
|
%
|
|
3
|
|
January 2018
|
||
Fixed Rate Note
|
1,800
|
|
|
1,800
|
|
|
1.59
|
%
|
|
4
|
|
January 2019
|
||
Fixed Rate Note
|
2,700
|
|
|
2,700
|
|
|
1.81
|
%
|
|
5
|
|
January 2020
|
||
Fixed Rate Note
|
2,500
|
|
|
2,500
|
|
|
2.03
|
%
|
|
6
|
|
January 2021
|
||
Fixed Rate Note
|
1,000
|
|
|
1,000
|
|
|
1.09
|
%
|
|
3
|
|
July 2019
|
||
Fixed Rate Note
|
1,000
|
|
|
1,000
|
|
|
1.42
|
%
|
|
5
|
|
July 2021
|
||
Fixed Rate Note
|
7,500
|
|
|
7,500
|
|
|
2.07
|
%
|
|
5
|
|
August 2022
|
||
Fixed Rate Note
|
1,000
|
|
|
1,000
|
|
|
1.70
|
%
|
|
7
|
|
July 2023
|
||
Fixed Rate Note
|
5,000
|
|
|
5,000
|
|
|
2.16
|
%
|
|
4
|
|
October 2021
|
||
|
|
|
|
|
|
|
|
|
|
|||||
Total FHLB borrowings
|
$
|
24,500
|
|
|
$
|
25,800
|
|
|
|
|
|
|
|
|
|
|
Maturity of Repurchase Agreements
|
||||||||||||||||||
(dollars in thousands)
|
|
Overnight
and
Continuous
|
|
Up to
30 days
|
|
30 to 90
days
|
|
Over 90
days
|
|
Total
|
||||||||||
June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class of Collateral Pledged:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government agency securities
|
|
$
|
12,293
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,293
|
|
GSE – residential mortgage-backed securities
|
|
4,821
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,821
|
|
|||||
U.S. Government collateralized residential mortgage obligations
|
|
9,289
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,289
|
|
|||||
Total
|
|
$
|
26,403
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,403
|
|
Gross amount of recognized liabilities for repurchase agreements and securities lending
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
19,878
|
|
||||
Excess of collateral pledged over recognized liability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,525
|
|
|
|
Maturity of Repurchase Agreements
|
||||||||||||||||||
(dollars in thousands)
|
|
Overnight
and
Continuous
|
|
Up to
30 days
|
|
30 to 90
days
|
|
Over 90
days
|
|
Total
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class of Collateral Pledged:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government agency securities
|
|
$
|
9,995
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,995
|
|
GSE – residential mortgage-backed securities
|
|
5,558
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,558
|
|
|||||
U.S. Government collateralized residential mortgage obligations
|
|
13,440
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,440
|
|
|||||
Total
|
|
$
|
28,993
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,993
|
|
Gross amount of recognized liabilities for repurchase agreements and securities lending
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
27,120
|
|
||||
Excess of collateral pledged over recognized liability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,873
|
|
Description
|
|
(Level 1)
Quoted Prices
in Active
Markets for
Identical
Assets
|
|
(Level 2)
Significant
Other
Observable
Inputs
|
|
(Level 3)
Significant
Unobservable
Inputs
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
At June 30, 2018:
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Government agency securities
|
|
$
|
—
|
|
|
$
|
12,329
|
|
|
$
|
—
|
|
|
$
|
12,329
|
|
Municipal securities
|
|
—
|
|
|
491
|
|
|
—
|
|
|
491
|
|
||||
GSE – residential mortgage-backed securities
|
|
—
|
|
|
7,026
|
|
|
—
|
|
|
7,026
|
|
||||
U.S. Government collateralized residential mortgage obligations
|
|
—
|
|
|
6,374
|
|
|
—
|
|
|
6,374
|
|
||||
Corporate debt securities, primarily financial institutions
|
|
—
|
|
|
1,954
|
|
|
—
|
|
|
1,954
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total securities available for sale
|
|
$
|
—
|
|
|
$
|
28,174
|
|
|
$
|
—
|
|
|
$
|
28,174
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total equity securities
|
|
$
|
2,417
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,417
|
|
Description
|
|
(Level 1)
Quoted Prices
in Active
Markets for
Identical
Assets
|
|
(Level 2)
Significant
Other
Observable
Inputs
|
|
(Level 3)
Significant
Unobservable
Inputs
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
At December 31, 2017:
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Government agency securities
|
|
$
|
—
|
|
|
$
|
10,057
|
|
|
$
|
—
|
|
|
$
|
10,057
|
|
Municipal securities
|
|
—
|
|
|
495
|
|
|
—
|
|
|
495
|
|
||||
GSE – residential mortgage-backed securities
|
|
—
|
|
|
8,219
|
|
|
—
|
|
|
8,219
|
|
||||
U.S. Government collateralized residential mortgage obligations
|
|
—
|
|
|
7,482
|
|
|
—
|
|
|
7,482
|
|
||||
Corporate debt securities, primarily financial institutions
|
|
—
|
|
|
2,431
|
|
|
—
|
|
|
2,431
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total securities available for sale
|
|
$
|
—
|
|
|
$
|
28,684
|
|
|
$
|
—
|
|
|
$
|
28,684
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total equity securities
|
|
$
|
2,448
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,448
|
|
Description
|
|
(Level 1)
Quoted Prices
in Active
Markets for
Identical
Assets
|
|
(Level 2)
Significant
Other
Observable
Inputs
|
|
(Level 3)
Significant
Unobservable
Inputs
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
At December 31, 2017:
|
|
|
|
|
|
|
|
|
||||||||
Impaired loans, net of partial charge-offs
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
116
|
|
|
$
|
116
|
|
|
|
|
|
|
|
|
|
|
•
|
Impaired loans
– Impaired loans measured at fair value are those loans
in which the Company has measured impairment generally based on the fair value of the loan’s collateral. This method of fair value measurement is used on all of the Company’s impaired loans. Fair value is generally determined based upon either independent third party appraisals of the properties or discounted cash flows based upon the expected proceeds. The appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. At
June 30, 2018
and
December 31, 2017
, there were
no
loans that received a discount. At
June 30, 2018
and
December 31, 2017
, there were
no
liquidation expenses. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.
|
•
|
OREO
– Real estate properties acquired through, or in lieu of, loan foreclosure are carried at fair value less cost to sell. Fair value is based upon the appraised value of the collateral, adjusted by management for factors such as economic conditions and other market factors. These assets are included in Level 3 fair value based upon the lowest level of input that is significant to the fair value measurement. At
June 30, 2018
and
December 31, 2017
, the Company had
no
properties held in OREO. At
June 30, 2018
and
December 31, 2017
, the Company initiated foreclosure proceedings on
three
residential mortgage loan secured by real estate in the amount of
$895,000
.
|
|
Fair Value Measurements at June 30, 2018
|
||||||||||||||||||
(in thousands)
|
Carrying
Amount
|
|
Estimated
Fair
Value
|
|
(Level 1)
Quoted Prices
in Active
Markets for
Identical
Assets
|
|
(Level 2)
Significant
Other
Observable
Inputs
|
|
(Level 3)
Significant
Unobservable
Inputs
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
24,282
|
|
|
$
|
24,282
|
|
|
$
|
24,282
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities available for sale
|
28,174
|
|
|
28,174
|
|
|
—
|
|
|
28,174
|
|
|
—
|
|
|||||
Securities held to maturity
|
57,593
|
|
|
57,787
|
|
|
—
|
|
|
57,787
|
|
|
—
|
|
|||||
Equity securities
|
2,417
|
|
|
2,417
|
|
|
2,417
|
|
|
—
|
|
|
—
|
|
|||||
Restricted investments
|
5,905
|
|
|
5,905
|
|
|
—
|
|
|
—
|
|
|
5,905
|
|
|||||
Loans held for sale
|
2,537
|
|
|
2,654
|
|
|
—
|
|
|
—
|
|
|
2,654
|
|
|||||
Loans receivable, net
(1)
|
879,168
|
|
|
860,750
|
|
|
—
|
|
|
—
|
|
|
860,750
|
|
|||||
Accrued interest receivable
|
2,707
|
|
|
2,707
|
|
|
—
|
|
|
734
|
|
|
1,973
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
880,879
|
|
|
878,263
|
|
|
—
|
|
|
878,263
|
|
|
—
|
|
|||||
Securities sold under agreements to repurchase
|
19,878
|
|
|
19,878
|
|
|
—
|
|
|
19,878
|
|
|
—
|
|
|||||
FHLB and other borrowings
|
24,500
|
|
|
23,777
|
|
|
—
|
|
|
23,777
|
|
|
—
|
|
|||||
Subordinated debt
|
9,905
|
|
|
10,290
|
|
|
—
|
|
|
10,290
|
|
|
—
|
|
|||||
Accrued interest payable
|
78
|
|
|
78
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
Fair Value Measurements at December 31, 2017
|
||||||||||||||||||
(in thousands)
|
Carrying
Amount
|
|
Estimated
Fair
Value
|
|
(Level 1)
Quoted Prices
in Active
Markets for
Identical
Assets
|
|
(Level 2)
Significant
Other
Observable
Inputs
|
|
(Level 3)
Significant
Unobservable
Inputs
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
48,219
|
|
|
$
|
48,219
|
|
|
$
|
48,219
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities available for sale
|
28,684
|
|
|
28,684
|
|
|
—
|
|
|
28,684
|
|
|
—
|
|
|||||
Securities held to maturity
|
58,002
|
|
|
58,549
|
|
|
—
|
|
|
58,549
|
|
|
—
|
|
|||||
Equity securities
|
2,448
|
|
|
2,448
|
|
|
2,448
|
|
|
—
|
|
|
—
|
|
|||||
Restricted investments
|
5,430
|
|
|
5,430
|
|
|
—
|
|
|
—
|
|
|
5,430
|
|
|||||
Loans held for sale
|
2,581
|
|
|
2,738
|
|
|
—
|
|
|
—
|
|
|
2,738
|
|
|||||
Loans receivable, net
(1)
|
840,206
|
|
|
841,477
|
|
|
—
|
|
|
—
|
|
|
841,477
|
|
|||||
Accrued interest receivable
|
2,554
|
|
|
2,554
|
|
|
—
|
|
|
638
|
|
|
1,916
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
861,557
|
|
|
860,129
|
|
|
—
|
|
|
860,129
|
|
|
—
|
|
|||||
Securities sold under agreements to repurchase
|
27,120
|
|
|
27,120
|
|
|
—
|
|
|
27,120
|
|
|
—
|
|
|||||
FHLB and other borrowings
|
25,800
|
|
|
25,382
|
|
|
—
|
|
|
25,382
|
|
|
—
|
|
|||||
Subordinated debt
|
9,888
|
|
|
9,812
|
|
|
—
|
|
|
9,812
|
|
|
—
|
|
|||||
Accrued interest payable
|
70
|
|
|
70
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Return on average assets
|
1.00
|
%
|
|
0.87
|
%
|
|
1.02
|
%
|
|
0.81
|
%
|
Return on average tangible assets (1)
|
1.02
|
%
|
|
0.88
|
%
|
|
1.04
|
%
|
|
0.83
|
%
|
Return on average shareholders' equity
|
9.67
|
%
|
|
8.26
|
%
|
|
9.87
|
%
|
|
7.73
|
%
|
Return on average tangible shareholders' equity (1)
|
11.57
|
%
|
|
10.01
|
%
|
|
11.84
|
%
|
|
9.39
|
%
|
Net interest margin
|
3.59
|
%
|
|
3.49
|
%
|
|
3.61
|
%
|
|
3.47
|
%
|
Average equity to average assets
|
10.33
|
%
|
|
10.49
|
%
|
|
10.31
|
%
|
|
10.53
|
%
|
Average tangible equity to average tangible assets (1)
|
8.78
|
%
|
|
8.82
|
%
|
|
8.74
|
%
|
|
8.84
|
%
|
(in thousands except per share data and percentages)
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Total shareholders' equity
|
$
|
111,347
|
|
|
$
|
104,524
|
|
|
$
|
111,347
|
|
|
$
|
104,524
|
|
Less: goodwill and other intangible assets
|
(18,109
|
)
|
|
(18,109
|
)
|
|
(18,109
|
)
|
|
(18,109
|
)
|
||||
Tangible common shareholders’ equity
|
$
|
93,238
|
|
|
$
|
86,415
|
|
|
$
|
93,238
|
|
|
$
|
86,415
|
|
|
|
|
|
|
|
|
|
||||||||
Common shares outstanding (in thousands)
|
8,555
|
|
|
8,429
|
|
|
8,555
|
|
|
8,429
|
|
||||
Book value per common share
|
$
|
13.02
|
|
|
$
|
12.40
|
|
|
$
|
13.02
|
|
|
$
|
12.40
|
|
|
|
|
|
|
|
|
|
||||||||
Book value per common share
|
$
|
13.02
|
|
|
$
|
12.40
|
|
|
$
|
13.02
|
|
|
$
|
12.40
|
|
Effect of intangible assets
|
(2.12
|
)
|
|
(2.15
|
)
|
|
(2.12
|
)
|
|
(2.15
|
)
|
||||
Tangible book value per common share
|
$
|
10.90
|
|
|
$
|
10.25
|
|
|
$
|
10.90
|
|
|
$
|
10.25
|
|
|
|
|
|
|
|
|
|
||||||||
Return on average assets
|
1.00
|
%
|
|
0.87
|
%
|
|
1.02
|
%
|
|
0.81
|
%
|
||||
Effect of intangible assets
|
0.02
|
%
|
|
0.01
|
%
|
|
0.02
|
%
|
|
0.02
|
%
|
||||
Return on average tangible assets
|
1.02
|
%
|
|
0.88
|
%
|
|
1.04
|
%
|
|
0.83
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Return on average equity
|
9.67
|
%
|
|
8.26
|
%
|
|
9.87
|
%
|
|
7.73
|
%
|
||||
Effect of average intangible assets
|
1.90
|
%
|
|
1.75
|
%
|
|
1.97
|
%
|
|
1.66
|
%
|
||||
Return on average tangible equity
|
11.57
|
%
|
|
10.01
|
%
|
|
11.84
|
%
|
|
9.39
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Average equity to average assets
|
10.33
|
%
|
|
10.49
|
%
|
|
10.31
|
%
|
|
10.53
|
%
|
||||
Effect of average intangible assets
|
(1.55
|
)%
|
|
(1.67
|
)%
|
|
(1.57
|
)%
|
|
(1.69
|
)%
|
||||
Average tangible equity to average tangible assets
|
8.78
|
%
|
|
8.82
|
%
|
|
8.74
|
%
|
|
8.84
|
%
|
|
|
Three Months Ended June 30, 2018
|
|
Three Months Ended June 30, 2017
|
||||||||||||||||||
(dollars in thousands)
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Average
Yield/
Rate
|
|
Average
Balance |
|
Interest
Income/ Expense |
|
Average
Yield/ Rate |
|||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Interest-bearing deposits in banks
|
$
|
21,206
|
|
|
$
|
94
|
|
|
1.78
|
%
|
|
$
|
40,442
|
|
|
$
|
102
|
|
|
1.01
|
%
|
|
Investment securities
|
95,801
|
|
|
570
|
|
|
2.38
|
%
|
|
94,123
|
|
|
514
|
|
|
2.18
|
%
|
||||
|
Loans, net of unearned fees (1) (2)
|
884,450
|
|
|
10,243
|
|
|
4.64
|
%
|
|
779,508
|
|
|
8,733
|
|
|
4.49
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total Interest-Earning Assets
|
1,001,457
|
|
|
10,907
|
|
|
4.37
|
%
|
|
914,073
|
|
|
9,349
|
|
|
4.01
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Interest-Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Allowance for loan losses
|
(11,108
|
)
|
|
|
|
|
|
(9,698
|
)
|
|
|
|
|
||||||||
|
All other assets
|
74,616
|
|
|
|
|
|
|
80,633
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total Assets
|
$
|
1,064,965
|
|
|
|
|
|
|
$
|
985,008
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES & STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest-Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
NOW deposits
|
$
|
220,421
|
|
|
306
|
|
|
0.56
|
%
|
|
$
|
197,949
|
|
|
231
|
|
|
0.47
|
%
|
||
|
Savings deposits
|
262,379
|
|
|
494
|
|
|
0.76
|
%
|
|
259,860
|
|
|
336
|
|
|
0.52
|
%
|
||||
|
Money market deposits
|
53,393
|
|
|
23
|
|
|
0.17
|
%
|
|
63,841
|
|
|
26
|
|
|
0.16
|
%
|
||||
|
Time deposits
|
188,862
|
|
|
818
|
|
|
1.74
|
%
|
|
131,209
|
|
|
470
|
|
|
1.44
|
%
|
||||
|
Securities sold under agreements to repurchase
|
21,190
|
|
|
15
|
|
|
0.28
|
%
|
|
23,577
|
|
|
17
|
|
|
0.29
|
%
|
||||
|
FHLB and other borrowings
|
24,503
|
|
|
116
|
|
|
1.90
|
%
|
|
24,303
|
|
|
147
|
|
|
2.43
|
%
|
||||
|
Subordinated debt
|
9,902
|
|
|
165
|
|
|
6.67
|
%
|
|
9,868
|
|
|
164
|
|
|
6.65
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total Interest-Bearing Liabilities
|
780,650
|
|
|
1,937
|
|
|
1.00
|
%
|
|
710,607
|
|
|
1,391
|
|
|
0.79
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Interest-Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Demand deposits
|
165,416
|
|
|
|
|
|
|
163,198
|
|
|
|
|
|
||||||||
|
Other liabilities
|
8,925
|
|
|
|
|
|
|
7,854
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total Non-Interest-Bearing Liabilities
|
174,341
|
|
|
|
|
|
|
171,052
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders' Equity
|
109,974
|
|
|
|
|
|
|
103,349
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total Liabilities and Stockholders' Equity
|
$
|
1,064,965
|
|
|
|
|
|
|
$
|
985,008
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INTEREST INCOME
|
|
|
$
|
8,970
|
|
|
|
|
|
|
$
|
7,958
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INTEREST SPREAD (3)
|
|
|
|
|
3.37
|
%
|
|
|
|
|
|
3.31
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INTEREST MARGIN (4)
|
|
|
|
|
3.59
|
%
|
|
|
|
|
|
3.49
|
%
|
(1)
|
Included in interest income on loans are loan fees.
|
(2)
|
Includes non-performing loans.
|
(3)
|
The interest rate spread is the difference between the weighted average yield on average interest-earning assets and the weighted average cost of average interest-bearing liabilities.
|
(4)
|
The interest rate margin is calculated by dividing annualized net interest income by average interest-earning assets
.
|
|
|
Six Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2017
|
||||||||||||||||||
(dollars in thousands)
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Average
Yield/
Rate
|
|
Average
Balance |
|
Interest
Income/ Expense |
|
Average
Yield/ Rate |
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits in banks
|
|
$
|
19,679
|
|
|
$
|
161
|
|
|
1.65
|
%
|
|
$
|
39,359
|
|
|
$
|
174
|
|
|
0.89
|
%
|
Investment securities
|
|
96,708
|
|
|
1,149
|
|
|
2.38
|
%
|
|
95,072
|
|
|
1,032
|
|
|
2.17
|
%
|
||||
Loans, net of unearned fees (1) (2)
|
|
876,541
|
|
|
20,064
|
|
|
4.62
|
%
|
|
770,860
|
|
|
17,136
|
|
|
4.48
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Interest-Earning Assets
|
|
992,928
|
|
|
21,374
|
|
|
4.34
|
%
|
|
905,291
|
|
|
18,342
|
|
|
4.09
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Interest-Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses
|
|
(10,974
|
)
|
|
|
|
|
|
(9,671
|
)
|
|
|
|
|
||||||||
All other assets
|
|
73,756
|
|
|
|
|
|
|
78,119
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
|
$
|
1,055,710
|
|
|
|
|
|
|
$
|
973,739
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES & SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NOW deposits
|
|
$
|
228,502
|
|
|
616
|
|
|
0.54
|
%
|
|
$
|
194,943
|
|
|
443
|
|
|
0.46
|
%
|
||
Savings deposits
|
|
255,471
|
|
|
848
|
|
|
0.67
|
%
|
|
258,189
|
|
|
663
|
|
|
0.52
|
%
|
||||
Money market deposits
|
|
55,857
|
|
|
48
|
|
|
0.17
|
%
|
|
62,760
|
|
|
52
|
|
|
0.17
|
%
|
||||
Time deposits
|
|
178,651
|
|
|
1,487
|
|
|
1.68
|
%
|
|
133,827
|
|
|
943
|
|
|
1.42
|
%
|
||||
Securities sold under agreements to repurchase
|
|
20,417
|
|
|
29
|
|
|
0.29
|
%
|
|
21,488
|
|
|
32
|
|
|
0.30
|
%
|
||||
FHLB and other borrowings
|
|
26,349
|
|
|
246
|
|
|
1.88
|
%
|
|
24,374
|
|
|
292
|
|
|
2.42
|
%
|
||||
Subordinated debt
|
|
9,898
|
|
|
330
|
|
|
6.67
|
%
|
|
9,864
|
|
|
329
|
|
|
6.67
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Interest-Bearing Liabilities
|
|
775,145
|
|
|
3,604
|
|
|
0.94
|
%
|
|
705,445
|
|
|
2,754
|
|
|
0.79
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Interest-Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits
|
|
162,753
|
|
|
|
|
|
|
158,219
|
|
|
|
|
|
||||||||
Other liabilities
|
|
8,981
|
|
|
|
|
|
|
7,522
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Non-Interest-Bearing Liabilities
|
|
171,734
|
|
|
|
|
|
|
165,741
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders' Equity
|
|
108,831
|
|
|
|
|
|
|
102,553
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Liabilities and Shareholders' Equity
|
|
$
|
1,055,710
|
|
|
|
|
|
|
$
|
973,739
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INTEREST INCOME
|
|
|
|
$
|
17,770
|
|
|
|
|
|
|
$
|
15,588
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INTEREST SPREAD (3)
|
|
|
|
|
|
3.40
|
%
|
|
|
|
|
|
3.30
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INTEREST MARGIN (4)
|
|
|
|
|
|
3.61
|
%
|
|
|
|
|
|
3.47
|
%
|
(1)
|
Included in interest income on loans are loan fees.
|
(2)
|
Includes non-performing loans.
|
(3)
|
The interest rate spread is the difference between the weighted average yield on average interest-earning assets and the weighted average cost of average interest-bearing liabilities.
|
(4)
|
The interest rate margin is calculated by dividing annualized net interest income by average interest-earning assets.
|
|
Three Months Ended June 30, 2018
Compared to Three Months Ended
June 30, 2017
|
|
Six Months Ended June 30, 2018
Compared to Six Months Ended
June 30, 2017
|
||||||||||||||||||||
|
Increase (decrease) due to change in
|
|
Increase (decrease) due to change in
|
||||||||||||||||||||
|
Volume
|
|
Rate
|
|
Net
|
|
Volume
|
|
Rate
|
|
Net
|
||||||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||||
Interest Earned On:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing deposits in banks
|
$
|
(49
|
)
|
|
$
|
41
|
|
|
$
|
(8
|
)
|
|
$
|
(87
|
)
|
|
$
|
74
|
|
|
$
|
(13
|
)
|
Investment securities
|
9
|
|
|
47
|
|
|
56
|
|
|
18
|
|
|
99
|
|
|
117
|
|
||||||
Loans, net of unearned fees
|
1,177
|
|
|
333
|
|
|
1,510
|
|
|
2,348
|
|
|
580
|
|
|
2,928
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Interest Income
|
1,137
|
|
|
421
|
|
|
1,558
|
|
|
2,279
|
|
|
753
|
|
|
3,032
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest Paid On:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NOW deposits
|
26
|
|
|
49
|
|
|
75
|
|
|
76
|
|
|
97
|
|
|
173
|
|
||||||
Savings deposits
|
3
|
|
|
155
|
|
|
158
|
|
|
(7
|
)
|
|
192
|
|
|
185
|
|
||||||
Money market deposits
|
(4
|
)
|
|
1
|
|
|
(3
|
)
|
|
(6
|
)
|
|
2
|
|
|
(4
|
)
|
||||||
Time deposits
|
207
|
|
|
141
|
|
|
348
|
|
|
316
|
|
|
228
|
|
|
544
|
|
||||||
Securities sold under agreements to repurchase
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(3
|
)
|
||||||
FHLB and other borrowings
|
1
|
|
|
(32
|
)
|
|
(31
|
)
|
|
24
|
|
|
(70
|
)
|
|
(46
|
)
|
||||||
Subordinated debt
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Interest Expense
|
232
|
|
|
314
|
|
|
546
|
|
|
402
|
|
|
448
|
|
|
850
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Interest Income
|
$
|
905
|
|
|
$
|
107
|
|
|
$
|
1,012
|
|
|
$
|
1,877
|
|
|
$
|
305
|
|
|
$
|
2,182
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
|
|
(in thousands, except for percentages)
|
||||||||||||
Commercial and industrial
|
|
$
|
107,398
|
|
|
12.1
|
%
|
|
$
|
101,371
|
|
|
11.9
|
%
|
Real estate – construction
|
|
134,520
|
|
|
15.1
|
%
|
|
118,094
|
|
|
13.9
|
%
|
||
Real estate – commercial
|
|
551,216
|
|
|
61.9
|
%
|
|
537,733
|
|
|
63.3
|
%
|
||
Real estate – residential
|
|
66,855
|
|
|
7.5
|
%
|
|
64,238
|
|
|
7.5
|
%
|
||
Consumer
|
|
31,214
|
|
|
3.5
|
%
|
|
30,203
|
|
|
3.5
|
%
|
||
Unearned fees
|
|
(834
|
)
|
|
(0.1
|
)%
|
|
(765
|
)
|
|
(0.1
|
)%
|
||
Total loans
|
|
$
|
890,369
|
|
|
100.0
|
%
|
|
$
|
850,874
|
|
|
100.0
|
%
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
|
|
(dollars in thousands)
|
||||||
Non-Performing Assets:
|
|
|
|
|
||||
|
|
|
|
|
||||
Non-Accrual Loans:
|
|
|
|
|
||||
Commercial and industrial
|
|
$
|
673
|
|
|
$
|
790
|
|
Real estate-construction
|
|
150
|
|
|
150
|
|
||
Real estate-commercial
|
|
156
|
|
|
219
|
|
||
Real estate-residential
|
|
717
|
|
|
717
|
|
||
Consumer
|
|
234
|
|
|
194
|
|
||
|
|
|
|
|
||||
Total Non-Performing Loans
|
|
1,930
|
|
|
2,070
|
|
||
|
|
|
|
|
||||
OREO
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
||||
Total Non-Performing Assets
|
|
$
|
1,930
|
|
|
$
|
2,070
|
|
|
|
|
|
|
||||
Ratios:
|
|
|
|
|
||||
Non-Performing loans to total loans
|
|
0.22
|
%
|
|
0.24
|
%
|
||
Non-Performing assets to total assets
|
|
0.18
|
%
|
|
0.20
|
%
|
||
|
|
|
|
|
||||
Troubled Debt Restructured Loans:
|
|
|
|
|
||||
Performing
|
|
$
|
5,831
|
|
|
$
|
6,053
|
|
Non-performing (included in non-performing assets above)
|
|
877
|
|
|
994
|
|
|
June 30,
|
|
December 31,
|
||||||||
|
2018
|
|
2017
|
|
2017
|
||||||
|
(in thousands, except percentages)
|
||||||||||
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
10,668
|
|
|
$
|
9,565
|
|
|
$
|
9,565
|
|
Provision charged to expense
|
625
|
|
|
600
|
|
|
1,530
|
|
|||
Recoveries (charge-offs), net
|
(92
|
)
|
|
(212
|
)
|
|
(427
|
)
|
|||
Balance of allowance at end of period
|
$
|
11,201
|
|
|
$
|
9,953
|
|
|
$
|
10,668
|
|
|
|
|
|
|
|
||||||
Ratio of net charge-offs (recoveries) to average loans outstanding (annualized)
|
0.02
|
%
|
|
0.06
|
%
|
|
0.05
|
%
|
|||
Balance of allowance as a percent of loans at period-end
|
1.26
|
%
|
|
1.25
|
%
|
|
1.25
|
%
|
|||
Ratio of allowance to non-performing loans at period-end
|
580.36
|
%
|
|
337.85
|
%
|
|
515.36
|
%
|
|
June 30, 2018
|
|
December 31, 2017
|
|
Rate
|
|
Original Term
(years)
|
|
Maturity
|
|||||
|
(dollars in thousands)
|
|
|
|
|
|
|
|
||||||
Fixed Rate Note
|
$
|
2,000
|
|
|
$
|
2,000
|
|
|
1.65
|
%
|
|
5
|
|
October 2018
|
Fixed Rate Note
|
—
|
|
|
1,300
|
|
|
1.31
|
%
|
|
3
|
|
January 2018
|
||
Fixed Rate Note
|
1,800
|
|
|
1,800
|
|
|
1.59
|
%
|
|
4
|
|
January 2019
|
||
Fixed Rate Note
|
2,700
|
|
|
2,700
|
|
|
1.81
|
%
|
|
5
|
|
January 2020
|
||
Fixed Rate Note
|
2,500
|
|
|
2,500
|
|
|
2.03
|
%
|
|
6
|
|
January 2021
|
||
Fixed Rate Note
|
1,000
|
|
|
1,000
|
|
|
1.09
|
%
|
|
3
|
|
July 2019
|
||
Fixed Rate Note
|
1,000
|
|
|
1,000
|
|
|
1.42
|
%
|
|
5
|
|
July 2021
|
||
Fixed Rate Note
|
7,500
|
|
|
7,500
|
|
|
2.07
|
%
|
|
5
|
|
August 2022
|
||
Fixed Rate Note
|
1,000
|
|
|
1,000
|
|
|
1.70
|
%
|
|
7
|
|
July 2023
|
||
Fixed Rate Note
|
5,000
|
|
|
5,000
|
|
|
2.16
|
%
|
|
4
|
|
October 2021
|
||
|
|
|
|
|
|
|
|
|
|
|||||
Total FHLB borrowings
|
$
|
24,500
|
|
|
$
|
25,800
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
|
(dollars in thousands)
|
||||||
Lines of credit secured by 1 - 4 family residential properties
|
$
|
25,747
|
|
|
$
|
26,124
|
|
Commitments to fund commercial real estate and construction loans
|
183,151
|
|
|
154,637
|
|
||
Commitments to fund commercial and industrial loans and other loans
|
63,254
|
|
|
64,998
|
|
||
Commercial and financial letters of credit
|
4,848
|
|
|
5,160
|
|
||
Total off-balance sheet commitments
|
$
|
277,000
|
|
|
$
|
250,919
|
|
|
|
Company
|
|
Bank
|
|
Minimum
Required For
Capital
Adequacy
Purposes
|
|
To Be Well
Capitalized
Under Prompt
Corrective
Action
Regulations*
|
||||
As of June 30, 2018
|
|
|
|
|
|
|
|
|
||||
Common Equity Tier 1 Capital to Risk Weighted Assets
|
|
9.82
|
%
|
|
10.78
|
%
|
|
4.50
|
%
|
|
6.50
|
%
|
Tier 1 Capital to Average Assets (Leverage Ratio)
|
|
8.95
|
%
|
|
9.82
|
%
|
|
4.00
|
%
|
|
5.00
|
%
|
Tier 1 Capital to Risk Weighted Assets
|
|
9.82
|
%
|
|
10.78
|
%
|
|
6.00
|
%
|
|
8.00
|
%
|
Total Capital to Risk Weighted Assets
|
|
12.04
|
%
|
|
11.95
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
|
|
|
|
|
|
|
|
|
||||
As of December 31, 2017
|
|
|
|
|
|
|
|
|
||||
Common Equity Tier 1 Capital to Risk Weighted Assets
|
|
9.68
|
%
|
|
10.66
|
%
|
|
4.50
|
%
|
|
6.50
|
%
|
Tier 1 Capital to Average Assets (Leverage Ratio)
|
|
8.85
|
%
|
|
9.76
|
%
|
|
4.00
|
%
|
|
5.00
|
%
|
Tier 1 Capital to Risk Weighted Assets
|
|
9.68
|
%
|
|
10.66
|
%
|
|
6.00
|
%
|
|
8.00
|
%
|
Total Capital to Risk Weighted Assets
|
|
11.93
|
%
|
|
11.82
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
i.
|
a common equity Tier 1 capital ratio of 6.375%;
|
ii.
|
a Tier 1 Risk based capital ratio of 7.875%; and
|
iii.
|
a Total Risk based capital ratio of 9.875%.
|
|
|
TWO RIVER BANCORP
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
August 8, 2018
|
By:
|
/s/ William D. Moss
|
|
|
|
|
William D. Moss
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
August 8, 2018
|
By:
|
/s/ A. Richard Abrahamian
|
|
|
|
|
A. Richard Abrahamian
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
1.
|
Definitions
|
a.
|
Cause
. For purposes of this Agreement, “Cause”, with respect to the termination by Employer of Executive’s employment shall mean (i) the willful and continued failure by Executive to perform his duties for Employer under this Agreement after at least one warning in writing from the Board or its designee identifying specifically any such failure; (ii) willful misconduct of any type by Executive, including, but not limited to, the disclosure or improper use of confidential information which causes material injury to either or both of TRB or TRCB, as specified in a written notice to Executive from the Board or its designee; or (iii) the Executive’s conviction of a crime (other than a traffic violation), habitual drunkenness, drug abuse, or excessive
|
b.
|
Change in Control
. “
Change in Control
” shall mean the occurrence of any of the following events:
|
c.
|
Contract Period.
“
Contract Period
” shall mean the period commencing the day immediately preceding a Change in Control and ending on the earlier of (i) the second anniversary of the Change in Control, or (ii) the death of the Executive.
|
d.
|
Good Reason.
When used with reference to a termination by Executive of his employment with Employer, “Good Reason” shall mean (a) any material breach by Employer of, or material failure of Employer to tender performance under, this Agreement, as well as (b) any of the following, if taken without Executive’s express written consent, but only if, and to the extent that, such action or failure to act by Employer constitutes a “material negative change”, within the meaning of Treas. Reg. Sec. 1.409A-1(n)(2)(i), to Executive in his relationship with the Employer so as to result in the termination by Executive of his employment relationship with Employer for “Good Reason” being an “involuntary separation from service” within the meaning of Treas. Reg. Sec. 1.409A-1(n):
|
2.
|
Employment.
The Employer hereby agrees to employ the Executive, and the Executive hereby agrees to accept employment, during the Contract Period upon the terms and conditions set forth herein. TRCB and TRB may, at any time and in the exercise of their sole discretion, transfer the Executive’s employment relationship from TRCB to TRB, or from TRB to TRCB. The transfer of the Executive’s employment relationship between TRCB and TRB shall not be deemed to be either an actual or constructive termination of the Executive or “Good Reason” for any purpose of this Agreement, and the Executive’s employment shall be deemed to have continued without interruption for all purposes of this Agreement.
|
3.
|
Position.
During the Contract Period, Executive shall be employed as the Executive Vice President and Chief Operating Officer of TRCB or such other corporate or divisional profit center as shall then be the principal successor to the business, assets and properties of TRCB, with the same title and the same duties and responsibilities as before the Change in Control. Executive shall devote his full time and attention to the business of Employer, and shall not during the Contract Period be engaged in any other business activity. This paragraph shall not be construed as preventing Executive from managing any investments of his which do not require any involvement on his part in the operation of such investments, serving as a trustee or director of any nonprofit entity so long as such service does not interfere with Executive's function or performance as the Executive Vice President and Chief Operating Officer of TRCB, or, with the prior approval of the Board, serving as a director of any unaffiliated business entity.
|
4.
|
Compensation.
Employer shall pay to Executive compensation for his services during the Contract Period as follows:
|
a.
|
Base Compensation.
The “Base Compensation” shall be equal to such annual compensation, including both salary and bonus, as was paid to or accrued by, or for the benefit of, the Executive in the twelve (12) months immediately prior to the Change in Control. The annual salary portion of base compensation shall be payable in installments in accordance with the Employer’s usual payroll method. The bonus
|
b.
|
Annual Increase.
During the Contract Period, the Compensation Committee of the Board and the Board shall review Executive’s compensation on an annual basis. The Board may, in the exercise of its discretion, award Executive increased compensation to reflect the impact of inflation, his performance, Employer's financial performance, and competitive compensation levels, all as determined in the sole discretion of the Board. Any increase in compensation may take any form, including but not limited to an increase in annual salary.
|
5.
|
Expenses and Fringe Benefits.
During the Contract Period, the Executive shall be entitled to reimbursement for all business expenses incurred by him with respect to the business of the Employer in the same manner and to the same extent as such expenses were previously reimbursed to him immediately prior to the Change in Control, PROVIDED, HOWEVER, that if the deduction by Employer for federal income tax purposes of any expense which is incurred by Executive and reimbursed to Executive by Employer is disallowed as a result of not being an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code, then Executive shall repay the amount of such reimbursed expense to Employer; AND FURTHER PROVIDED that, notwithstanding the foregoing clause of this sentence, Executive shall not be obligated to repay to Employer any business expense incurred by him and reimbursed to him by the Bank the deductibility of which is prohibited or limited by the application of a specific statutory, regulatory or administrative principle, and which would otherwise be deductible to Employer as an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code. Executive consents to the withholding by Employer of any such amount from that paycheck of Executive which immediately succeeds the final disallowance by the Internal Revenue Service of the deduction of such reimbursed expense, but only if the withholding of such amount would not violate applicable wage and hour laws. If prior to the Change in Control, the Executive was entitled to the use of an automobile, he shall be entitled to the same use of an automobile at least comparable to the automobile provided to him prior to the Change in Control, and he shall be entitled to vacations and sick days, in accordance with the practices and procedures of the Employer, as such existed immediately prior to the Change in Control. During the Contract Period the Executive also shall be entitled to hospital, health, medical and life insurance, and any other benefits enjoyed, from time to time, by executive officers of the Employer, all upon terms as favorable as those enjoyed by other executive officers of the Employer. Notwithstanding anything in this
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6.
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Termination for Cause.
Employer shall have the right to terminate Executive for Cause at any time during the Contract Period, upon written notice to him which shall specify the reasons for the termination. In the event of termination for Cause, Executive shall be entitled only to such Base Compensation which has accrued but not been paid to the date of termination, but shall not be entitled to any further benefits under this Agreement, or the payment of any additional amounts under this Agreement. This Agreement shall terminate
ipso
facto
upon any termination of Executive's employment for Cause.
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7.
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Disability.
During the Contract Period, if the Executive becomes permanently disabled, or is unable to perform his duties hereunder for six consecutive months in any 18-month period, Employer may terminate the employment of the Executive. In such event, the Executive shall not be entitled to any further benefits under this Agreement other than payments under any disability policy which Employer may obtain for the benefit of its senior officers generally.
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8.
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Death Benefits.
Upon the Executive’s death during the Contract Period, the Executive shall be entitled to the benefits of any life insurance policy or supplemental executive retirement plan paid for, or maintained by, the Employer, but his estate shall not be entitled to any further benefits under this Agreement; PROVIDED, HOWEVER, that if either (i) at the time of Executive’s death, facts which constituted “Good Reason” within the meaning of Section 1d. of this Agreement existed, which facts would have allowed for Employee’s resignation with Good Reason under Section 9 of this Agreement had Executive not died, or (ii) Employer had, prior to Executive’s death, given Executive notice of Executive’s termination without Cause as required by the first full paragraph of Section 9 of this Agreement, then Executive’s death shall be conclusively deemed to be a termination without Cause and Executive’s estate shall be paid the full amount determined by application of Section 9 of this Agreement on that date which is sixty (60) days after Executive’s death, but only upon the execution and delivery by Executive’s representative(s) of a binding release which is satisfactory in enforceability, form and substance to Employer and Employer’s counsel.
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9.
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Termination without Cause or Resignation for Good Reason.
Employer may terminate Executive without Cause during the Contract Period upon four weeks’ prior written notice to Executive, and Executive may resign for Good Reason during the Contract Period, but only in full accordance with the terms of the third full paragraph of this Section 9. If Employer
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10.
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Resignation without Good Reason.
Executive shall be entitled to resign from the employment of Employer at any time during the Contract Period without Good Reason, but upon such resignation, Executive shall not be entitled to any additional compensation for the time after which he ceases to be employed by Employer, and shall not be entitled to any of the payments or other benefits which would otherwise be provided to Executive under this Agreement. No such resignation shall be effective unless in writing with four weeks’ notice thereof. For all purposes of this Agreement, the retirement by Executive from his
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11.
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Non-Disclosure of Confidential Information.
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a.
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Non-Disclosure of Confidential Information.
Except in the course of his employment with Employer and in pursuit of the business of TRB, TRCB or any of their subsidiaries or affiliates, Executive shall not, at any time during or following the term of this Agreement or the Contract Period, disclose or use for any purpose any confidential information or proprietary data of TRB, TRCB or any of their respective subsidiaries or affiliates. Executive agrees that, among other things, all information concerning the identity of, and TRB’s and TRCB’s relations with, their respective customers is confidential and proprietary information.
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b.
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Specific Performance.
Executive agrees that TRB and TRCB do not have an adequate remedy at law for the breach of this section and agrees that he shall be subject to injunctive relief and equitable remedies as a result of any breach of this section. The invalidity or unenforceability of any provision of this Agreement shall not affect the force and effect of the remaining valid portions.
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c.
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Survival.
This section shall survive the termination of the Executive’s employment hereunder, the expiration of this Agreement, and the expiration of the Contract Period.
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12.
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Term and Effect Prior to Change in Control.
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a.
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Term.
Except as otherwise provided for hereunder, this Agreement shall commence on the date hereof and shall remain in effect until May 31, 2019 (the “Term”) or until the end of the Contract Period, whichever is later.
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b.
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No Effect Prior to Change in Control.
This Agreement shall not, in any respect, affect any rights of the Employer or the Executive prior to a Change in Control or any rights of the Executive granted in any other agreement, plan or arrangements. The rights, duties and benefits provided hereunder shall only become effective upon the occurrence of a Change in Control, as defined in this Agreement. If the employment of the Executive by the Employer is terminated for any reason prior to a Change in Control, this Agreement shall thereafter be of no further force and effect. Notwithstanding any term of this Agreement to the contrary, including but not limited to the terms of the preceding paragraph, if a Change in Control as defined in this
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13.
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Section 280G
. Notwithstanding any other provision of this Agreement to the contrary, if Employer determines in good faith that any payment or benefit received or to be received by Executive pursuant to this Agreement (which the parties agree will not include any portion of payments allocated to the non-compete provisions of Section 15 which are classified as payments of reasonable compensation for purposes of Section 280G of the Code), or otherwise (with all such payments and benefits, including, without limitation, salary and bonus payments, being defined as “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code by reason of being considered to be “contingent on a change in ownership or control” of Employer within the meaning of Section 280G of the Code, then such Total Payments shall be reduced in the manner reasonably determined by Employer, in its sole discretion, to the extent necessary so that the Total Payments will be less than three times Executive's “base amount” (as defined in Section 280G(b)(3) of the Code).
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14.
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Release in Favor of the TRB Corporate Group as a Condition Precedent
.
As a condition precedent to the actual payment by Employer to Executive of any amount otherwise payable under Section 9 of this Agreement, Executive must execute and deliver a full release in favor of TRB, TRCB, their respective affiliates and subsidiaries, and their respective officers and directors, which release shall (i) be in form and content which is fully compliant with all of
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15.
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Covenant Not to Compete
.
Executive agrees that for a period of twelve (12) months from the date when the Lump Sum Payment is made to the Executive under this Agreement, he shall not (i) become employed or retained by, directly or indirectly, any bank or other regulated financial services institution with an office or operating branch in any county in New Jersey within which TRCB or any other then existing subsidiary of TRB maintains an office or branch, or (ii) solicit, entice or induce any person who, at any time during the one year period through such date was, or at any time during the period of twelve (12) months from the date when the Lump Sum Payment is made is, either an employee of Employer in a senior managerial, operational or lending capacity, or a highly skilled employee with access to and responsibility for any confidential information, to become employed or engaged by Executive or any person, firm, company or association in which Executive has an interest; approach any such person for any such purpose; or authorize or knowingly approve the taking of such actions by any other person or entity. Executive acknowledges that the terms and conditions of this restrictive covenant are reasonable and necessary to protect TRB, its subsidiaries, and its affiliates, and that Employer’s tender of performance under this Agreement, including the Lump Sum Payment, is fair, adequate and valid consideration in exchange for his promises under this Paragraph 15 of this Agreement. Executive further acknowledges that his knowledge, skills and abilities are sufficient to permit him to earn a satisfactory livelihood without violating the provisions of this Paragraph 15. Executive agrees that, should Employer reasonably conclude that Executive has failed to fully comply with all of the terms of this Section 15, Employer may apply to a court of competent jurisdiction for such equitable relief as Employer believes to be necessary and effective, and may pursue a claim against Executive for damages. Executive further agrees that Executive shall reimburse Employer for all legal fees incurred by Employer in (i) applying for and securing such equitable relief as is granted under the preceding sentence, and (ii) asserting and pursuing a claim for damages under the preceding sentence which is adjudicated wholly or partially in favor of Employer.
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16.
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Severance Compensation and Benefits not in Derogation of Other Benefits.
Subject only to those particular terms of this Agreement to the contrary, the payment or obligation
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17.
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Notices
. Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, with respect to notices delivered personally, or upon confirmed receipt when delivered by facsimile or deposited with a reputable, nationally recognized overnight courier service and addressed or faxed to the Employee at his last known address on the books of TRB or, in the case of TRB, at its principal place of business, attention: Chief Executive Officer.
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18.
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Miscellaneous.
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a.
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General
.
This Agreement shall be the joint and several obligation of TRB, TRCB and any acquiring entity which assumes TRB’s or the TRCB’s obligations under this Agreement. The terms of this Agreement shall be governed by, and interpreted and construed in accordance with the provisions of, the laws of New Jersey and, to the extent applicable, Federal law. Except as specifically set forth in this Agreement, this Agreement supersedes all prior agreements and understandings with respect to the matters covered hereby. The amendment or termination of this Agreement may be made only in a writing executed by TRB, TRCB and the Executive, and no amendment or termination of this Agreement shall be effective unless and until made in such a writing. This Agreement shall be binding to the extent of its applicability upon any successor (whether direct or indirect, by purchase, merge, consolidation, liquidation or otherwise) to all or substantially all of the assets of TRB or TRCB. This Agreement is personal to the Executive, and the Executive may not assign any of his rights or duties hereunder, but this Agreement shall be enforceable by the Executive’s legal representatives, executors or administrators. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. TRB or TRCB, as the case may be, shall, as part of any Change in Control involving an acquiring entity or successor to TRB or TRCB, obtain an enforceable assumption in writing by (i) the entity which is the acquiring entity or successor to TRB or TRCB, as the case may be, in the Change in Control and, (ii) if the acquiring entity or successor to TRB or TRCB, as the case may be, is a bank, the holding company parent of the acquiring entity or successor, of this Agreement and the obligations of TRB or TRCB, as the case may be, under this
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b.
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Section 409A
.
Notwithstanding anything herein to the contrary, (i) if at the time of Executive's termination of employment with Employer, Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then Employer will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date which is six months following the termination of Executive's employment with Employer (or the earliest date which is permitted under Section 409A of the Code), and (ii) if any other payments of money or other benefits due to Executive under this Agreement could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner which is determined by the Board in consultation with Employer's professional advisers not to cause such an accelerated or additional tax. In the event that payments under this Agreement are deferred pursuant to this Section 17(b) in order to prevent any accelerated or additional tax under Section 409A of the Code, then such payments shall be paid at the time specified in this Section 17(b) without any interest. Employer shall consult with Executive in good faith regarding the implementation of this Section 17(b), PROVIDED, HOWEVER, that none of Employer, its directors, its employees or its advisors shall have any liability to Executive with respect to this Section 17(b). If an amount is to be paid under this Agreement in two or more installments, each installment shall be treated as a separate payment for purposes of Code Section 409A. Any portion of the benefits provided under this Agreement which have not been paid to Executive prior to the last banking business day of the second full calendar year following the year within which the Termination Date falls (the “Outside Date”) shall be paid to Executive on the Outside Date so that entire amount due under this Agreement is paid to Executive no later than the last day of the second taxable year of the Executive following the year within which the Termination Date falls.
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WITNESS:
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/s/ A. Richard Abrahamian
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/s/ Anthony Mero
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Anthony A. Mero, individually
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ATTEST:
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TWO RIVER BANCORP
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/s/ Robin Zager
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By:
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/s/ William D. Moss
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[Secretary]
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William D. Moss
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Chief Executive Officer
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ATTEST:
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TWO RIVER COMMUNITY BANK
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/s/ Robin Zager
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By:
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/s/ William D. Moss
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[Secretary]
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William D. Moss
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Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Two River Bancorp;
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officer(s) 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:
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(a)
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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;
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(b)
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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 accounting principles;
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(c)
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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
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(d)
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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 officer(s) 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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/s/ William D. Moss
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Name:
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William D. Moss
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Title:
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President and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Two River Bancorp;
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officer(s) 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:
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(a)
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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;
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(b)
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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 accounting principles;
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(c)
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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
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(d)
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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 officer(s) 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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/s/ A. Richard Abrahamian
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Name:
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A. Richard Abrahamian
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Title:
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Executive Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ William D. Moss
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Name:
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William D. Moss
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Title:
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President and Chief Executive Officer
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Date:
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August 8, 2018
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/s/ A. Richard Abrahamian
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Name:
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A. Richard Abrahamian
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Title:
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Executive Vice President and Chief Financial Officer
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Date:
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August 8, 2018
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