|
|
|
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
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Tennessee
|
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62-1497076
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification No.)
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623 West Main Street, Lebanon, TN
|
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37087
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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o
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Accelerated filer
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x
|
|
|
|
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Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
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Smaller reporting company
|
o
|
|
|
June 30,
2016 |
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December 31,
2015 |
||||
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(Dollars in Thousands
Except Share Amounts)
|
||||||
Assets
|
|
|
|
||||
Loans
|
$
|
1,578,234
|
|
|
$
|
1,466,079
|
|
Less: Allowance for loan losses
|
(22,797
|
)
|
|
(22,900
|
)
|
||
Net loans
|
1,555,437
|
|
|
1,443,179
|
|
||
Securities:
|
|
|
|
||||
Held to maturity, at cost (market value $35,254 and $28,365, respectively)
|
34,870
|
|
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28,195
|
|
||
Available-for-sale, at market (amortized cost $340,409 and $332,506, respectively)
|
343,245
|
|
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331,128
|
|
||
Total securities
|
378,115
|
|
|
359,323
|
|
||
Loans held for sale
|
14,538
|
|
|
10,135
|
|
||
Restricted equity securities
|
3,012
|
|
|
3,012
|
|
||
Federal funds sold
|
26,440
|
|
|
35,220
|
|
||
Total earning assets
|
1,977,542
|
|
|
1,850,869
|
|
||
Cash and due from banks
|
58,395
|
|
|
74,033
|
|
||
Bank premises and equipment, net
|
42,262
|
|
|
42,100
|
|
||
Accrued interest receivable
|
5,163
|
|
|
5,244
|
|
||
Deferred income tax asset
|
7,076
|
|
|
8,039
|
|
||
Other real estate
|
4,907
|
|
|
5,410
|
|
||
Bank owned life insurance
|
18,205
|
|
|
17,733
|
|
||
Other assets
|
16,562
|
|
|
13,371
|
|
||
Goodwill
|
4,805
|
|
|
4,805
|
|
||
Total assets
|
$
|
2,134,917
|
|
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$
|
2,021,604
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Deposits
|
$
|
1,883,758
|
|
|
$
|
1,789,850
|
|
Securities sold under repurchase agreements
|
1,002
|
|
|
2,035
|
|
||
Accrued interest and other liabilities
|
12,784
|
|
|
6,281
|
|
||
Total liabilities
|
1,897,544
|
|
|
1,798,166
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $2.00 par value; authorized 50,000,000 and 15,000,000 shares, issued and outstanding 10,259,213 and 10,202,859 shares, respectively
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20,518
|
|
|
20,406
|
|
||
Additional paid-in capital
|
58,225
|
|
|
56,237
|
|
||
Retained earnings
|
156,880
|
|
|
147,646
|
|
||
Net unrealized gains (losses) on available-for-sale securities, net of income taxes of $1,086 and $527, respectively
|
1,750
|
|
|
(851
|
)
|
||
Total stockholders’ equity
|
237,373
|
|
|
223,438
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,134,917
|
|
|
$
|
2,021,604
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Dollars in Thousands
Except Per Share Amounts)
|
||||||||||||||
Interest income:
|
|
|
|
|
|
|
|
||||||||
Interest and fees on loans
|
$
|
18,936
|
|
|
$
|
17,753
|
|
|
$
|
37,449
|
|
|
$
|
34,861
|
|
Interest and dividends on securities:
|
|
|
|
|
|
|
|
||||||||
Taxable securities
|
1,445
|
|
|
1,525
|
|
|
2,856
|
|
|
3,136
|
|
||||
Exempt from Federal income taxes
|
269
|
|
|
172
|
|
|
501
|
|
|
343
|
|
||||
Interest on loans held for sale
|
85
|
|
|
95
|
|
|
159
|
|
|
165
|
|
||||
Interest on Federal funds sold
|
111
|
|
|
41
|
|
|
188
|
|
|
78
|
|
||||
Interest and dividends on restricted securities
|
31
|
|
|
31
|
|
|
61
|
|
|
61
|
|
||||
Total interest income
|
20,877
|
|
|
19,617
|
|
|
41,214
|
|
|
38,644
|
|
||||
Interest expense:
|
|
|
|
|
|
|
|
||||||||
Interest on negotiable order of withdrawal accounts
|
352
|
|
|
388
|
|
|
728
|
|
|
754
|
|
||||
Interest on money market and savings accounts
|
514
|
|
|
493
|
|
|
999
|
|
|
998
|
|
||||
Interest on certificates of deposit
|
1,238
|
|
|
1,307
|
|
|
2,487
|
|
|
2,650
|
|
||||
Interest on federal funds purchased
|
2
|
|
|
1
|
|
|
2
|
|
|
1
|
|
||||
Interest on securities sold under repurchase agreements
|
—
|
|
|
2
|
|
|
1
|
|
|
4
|
|
||||
Total interest expense
|
2,106
|
|
|
2,191
|
|
|
4,217
|
|
|
4,407
|
|
||||
Net interest income before provision for loan losses
|
18,771
|
|
|
17,426
|
|
|
36,997
|
|
|
34,237
|
|
||||
Provision for loan losses
|
82
|
|
|
81
|
|
|
149
|
|
|
156
|
|
||||
Net interest income after provision for loan losses
|
18,689
|
|
|
17,345
|
|
|
36,848
|
|
|
34,081
|
|
||||
Non-interest income:
|
|
|
|
|
|
|
|
||||||||
Service charges on deposit accounts
|
1,398
|
|
|
1,255
|
|
|
2,734
|
|
|
2,354
|
|
||||
Other fees and commissions
|
2,657
|
|
|
2,283
|
|
|
5,067
|
|
|
4,432
|
|
||||
Income on BOLI and annuity contracts
|
161
|
|
|
166
|
|
|
285
|
|
|
558
|
|
||||
Gain on sale of loans
|
1,230
|
|
|
1,133
|
|
|
1,897
|
|
|
1,996
|
|
||||
Gain on sale of other real estate
|
324
|
|
|
28
|
|
|
373
|
|
|
46
|
|
||||
Gain on sale of securities
|
126
|
|
|
166
|
|
|
243
|
|
|
166
|
|
||||
Total non-interest income
|
5,896
|
|
|
5,031
|
|
|
10,599
|
|
|
9,552
|
|
||||
Non-interest expense:
|
|
|
|
|
|
|
|
||||||||
Salaries and employee benefits
|
8,488
|
|
|
8,294
|
|
|
16,681
|
|
|
15,546
|
|
||||
Occupancy expenses, net
|
856
|
|
|
832
|
|
|
1,694
|
|
|
1,598
|
|
||||
Furniture and equipment expense
|
515
|
|
|
499
|
|
|
1,034
|
|
|
997
|
|
||||
Data processing expense
|
688
|
|
|
557
|
|
|
1,361
|
|
|
1,088
|
|
||||
Directors’ fees
|
162
|
|
|
181
|
|
|
338
|
|
|
357
|
|
||||
Other operating expenses
|
3,713
|
|
|
2,115
|
|
|
7,079
|
|
|
4,994
|
|
||||
Loss on the sale of fixed assets
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||
Loss on sale of other assets
|
1
|
|
|
1
|
|
|
1
|
|
|
2
|
|
||||
Total non-interest expense
|
14,423
|
|
|
12,487
|
|
|
28,188
|
|
|
24,590
|
|
||||
Earnings before income taxes
|
10,162
|
|
|
9,889
|
|
|
19,259
|
|
|
19,043
|
|
||||
Income taxes
|
3,892
|
|
|
3,688
|
|
|
7,346
|
|
|
7,226
|
|
||||
Net earnings
|
6,270
|
|
|
6,201
|
|
|
11,913
|
|
|
11,817
|
|
||||
Weighted average number of common shares outstanding-basic
|
10,257,536
|
|
|
10,146,669
|
|
|
10,248,742
|
|
|
10,138,312
|
|
||||
Weighted average number of common shares outstanding-diluted
|
10,262,316
|
|
|
10,151,157
|
|
|
10,253,596
|
|
|
10,142,913
|
|
||||
Basic earnings per common share
|
$
|
0.61
|
|
|
$
|
0.61
|
|
|
$
|
1.16
|
|
|
$
|
1.17
|
|
Diluted earnings per common share
|
$
|
0.61
|
|
|
$
|
0.61
|
|
|
$
|
1.16
|
|
|
$
|
1.17
|
|
Dividends per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.35
|
|
|
$
|
0.30
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In Thousands)
|
||||||||||||||
Net earnings
|
$
|
6,270
|
|
|
$
|
6,201
|
|
|
$
|
11,913
|
|
|
$
|
11,817
|
|
Other comprehensive earnings (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on available-for-sale securities arising during period, net of taxes of $603, $694, $1,706 and $37, respectively
|
971
|
|
|
(1,121
|
)
|
|
2,751
|
|
|
58
|
|
||||
Reclassification adjustment for net gains included in net earnings, net of taxes of $48, $64, $93 and $64, respectively
|
(78
|
)
|
|
(102
|
)
|
|
(150
|
)
|
|
(102
|
)
|
||||
Other comprehensive earnings (loss)
|
893
|
|
|
(1,223
|
)
|
|
2,601
|
|
|
(44
|
)
|
||||
Comprehensive earnings
|
$
|
7,163
|
|
|
$
|
4,978
|
|
|
$
|
14,514
|
|
|
$
|
11,773
|
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In Thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Interest received
|
$
|
42,510
|
|
|
$
|
39,722
|
|
Fees and commissions received
|
7,801
|
|
|
7,344
|
|
||
Proceeds from sale of loans held for sale
|
76,372
|
|
|
76,152
|
|
||
Origination of loans held for sale
|
(78,878
|
)
|
|
(74,766
|
)
|
||
Interest paid
|
(4,250
|
)
|
|
(4,660
|
)
|
||
Cash paid to suppliers and employees
|
(22,953
|
)
|
|
(19,956
|
)
|
||
Income taxes paid
|
(6,744
|
)
|
|
(7,966
|
)
|
||
Net cash provided by operating activities
|
13,858
|
|
|
15,870
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from maturities, calls, and principal payments of held-to-maturity securities
|
1,972
|
|
|
2,048
|
|
||
Proceeds from maturities, calls, and principal payments of available-for-sale securities
|
53,650
|
|
|
38,908
|
|
||
Proceeds from the sale of available-for-sale securities
|
41,433
|
|
|
32,326
|
|
||
Purchase of held-to-maturity securities
|
(8,786
|
)
|
|
(249
|
)
|
||
Purchase of available-for-sale securities
|
(103,819
|
)
|
|
(54,017
|
)
|
||
Loans made to customers, net of repayments
|
(112,069
|
)
|
|
(81,448
|
)
|
||
Purchase of bank owned life insurance
|
(1,916
|
)
|
|
(7,654
|
)
|
||
Purchase of premises and equipment
|
(1,554
|
)
|
|
(1,449
|
)
|
||
Proceeds from sale of other real estate
|
522
|
|
|
972
|
|
||
Proceeds from sale of other assets
|
15
|
|
|
11
|
|
||
Net cash used in investing activities
|
(130,552
|
)
|
|
(70,552
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net increase in non-interest bearing, savings and NOW deposit accounts
|
96,930
|
|
|
67,945
|
|
||
Net decrease in time deposits
|
(3,022
|
)
|
|
(15,867
|
)
|
||
Net decrease in securities sold under repurchase agreements
|
(1,033
|
)
|
|
(1,225
|
)
|
||
Dividends paid
|
(2,678
|
)
|
|
(2,272
|
)
|
||
Proceeds from sale of common stock pursuant to dividend reinvestment
|
1,967
|
|
|
1,603
|
|
||
Proceeds from exercise of stock options
|
112
|
|
|
148
|
|
||
Net cash provided by financing activities
|
92,276
|
|
|
50,332
|
|
||
Net decrease in cash and cash equivalents
|
(24,418
|
)
|
|
(4,350
|
)
|
||
Cash and cash equivalents at beginning of period
|
109,253
|
|
|
68,007
|
|
||
Cash and cash equivalents at end of period
|
$
|
84,835
|
|
|
$
|
63,657
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(In Thousands)
|
||||||
Reconciliation of net earnings to net cash provided by operating activities:
|
|
|
|
|
||||
Net earnings
|
|
11,913
|
|
|
11,817
|
|
||
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation, amortization, and accretion
|
|
2,607
|
|
|
2,172
|
|
||
Provision for loan losses
|
|
149
|
|
|
156
|
|
||
Gain on sale other real estate
|
|
(373
|
)
|
|
(46
|
)
|
||
Security gains
|
|
(243
|
)
|
|
(166
|
)
|
||
Stock option compensation
|
|
20
|
|
|
21
|
|
||
Loss on the sale of other assets
|
|
1
|
|
|
2
|
|
||
Increase in loans held for sale
|
|
(4,403
|
)
|
|
(610
|
)
|
||
Increase in deferred tax assets
|
|
(650
|
)
|
|
(271
|
)
|
||
Increase in other assets, bank owned life insurance and annuity contract earnings
|
|
(1,747
|
)
|
|
(1,409
|
)
|
||
Decrease in interest receivable
|
|
81
|
|
|
144
|
|
||
Increase in other liabilities
|
|
5,284
|
|
|
4,782
|
|
||
Increase (decrease) in taxes payable
|
|
1,252
|
|
|
(469
|
)
|
||
Decrease in interest payable
|
|
(33
|
)
|
|
(253
|
)
|
||
Total adjustments
|
|
1,945
|
|
|
4,053
|
|
||
Net cash provided by operating activities
|
|
$
|
13,858
|
|
|
$
|
15,870
|
|
|
|
|
|
|
||||
Supplemental schedule of non-cash activities:
|
|
|
|
|
||||
Unrealized gain (loss) in values of securities available-for-sale, net of taxes of $1,613 and $27 for the six months ended June 30, 2016 and 2015, respectively
|
|
$
|
2,601
|
|
|
$
|
(44
|
)
|
Non-cash transfers from loans to other real estate
|
|
$
|
696
|
|
|
$
|
105
|
|
Non-cash transfers from other real estate to loans
|
|
$
|
1,050
|
|
|
$
|
—
|
|
Non-cash transfers from loans to other assets
|
|
$
|
16
|
|
|
$
|
3
|
|
|
(In Thousands)
|
|||||||||||||||||||||||||||||
|
Residential
1-4 Family
|
|
Multifamily
|
|
Commercial
Real Estate
|
|
Construction
|
|
Farmland
|
|
Second
Mortgages
|
|
Equity Lines
of Credit
|
|
Commercial
|
|
Agricultural, Installment and Other
|
|
Total
|
|||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Beginning balance
|
$
|
5,024
|
|
|
619
|
|
|
9,986
|
|
|
5,136
|
|
|
654
|
|
|
106
|
|
|
594
|
|
|
301
|
|
|
480
|
|
|
22,900
|
|
Provision
|
(280
|
)
|
|
393
|
|
|
139
|
|
|
(519
|
)
|
|
104
|
|
|
(2
|
)
|
|
7
|
|
|
19
|
|
|
288
|
|
|
149
|
|
|
Charge-offs
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(326
|
)
|
|
(430
|
)
|
|
Recoveries
|
28
|
|
|
—
|
|
|
2
|
|
|
6
|
|
|
—
|
|
|
3
|
|
|
9
|
|
|
2
|
|
|
128
|
|
|
178
|
|
|
Ending balance
|
$
|
4,675
|
|
|
1,012
|
|
|
10,127
|
|
|
4,623
|
|
|
758
|
|
|
107
|
|
|
610
|
|
|
315
|
|
|
570
|
|
|
22,797
|
|
Ending balance individually evaluated for impairment
|
$
|
179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179
|
|
Ending balance collectively evaluated for impairment
|
$
|
4,496
|
|
|
1,012
|
|
|
10,127
|
|
|
4,623
|
|
|
758
|
|
|
107
|
|
|
610
|
|
|
315
|
|
|
570
|
|
|
22,618
|
|
Ending balance loans acquired with deteriorated credit quality
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Ending balance
|
$
|
355,982
|
|
|
82,246
|
|
|
666,911
|
|
|
294,176
|
|
|
36,446
|
|
|
8,033
|
|
|
50,349
|
|
|
34,429
|
|
|
55,459
|
|
|
1,584,031
|
|
Ending balance individually evaluated for impairment
|
$
|
684
|
|
|
—
|
|
|
4,262
|
|
|
1,838
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,889
|
|
Ending balance collectively evaluated for impairment
|
$
|
355,298
|
|
|
82,246
|
|
|
662,649
|
|
|
292,338
|
|
|
36,341
|
|
|
8,033
|
|
|
50,349
|
|
|
34,429
|
|
|
55,459
|
|
|
1,577,142
|
|
Ending balance loans acquired with deteriorated credit quality
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Residential
1-4 Family
|
|
Multifamily
|
|
Commercial
Real Estate
|
|
Construction
|
|
Farmland
|
|
Second
Mortgages
|
|
Equity Lines
of Credit
|
|
Commercial
|
|
Agricultural, Installment and Other
|
|
Total
|
|||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Beginning balance
|
$
|
5,582
|
|
|
172
|
|
|
9,578
|
|
|
5,578
|
|
|
795
|
|
|
61
|
|
|
304
|
|
|
176
|
|
|
326
|
|
|
22,572
|
|
Provision
|
(290
|
)
|
|
447
|
|
|
(267
|
)
|
|
(455
|
)
|
|
(142
|
)
|
|
87
|
|
|
303
|
|
|
118
|
|
|
587
|
|
|
388
|
|
|
Charge-offs
|
(311
|
)
|
|
—
|
|
|
(44
|
)
|
|
(26
|
)
|
|
—
|
|
|
(45
|
)
|
|
(14
|
)
|
|
—
|
|
|
(664
|
)
|
|
(1,104
|
)
|
|
Recoveries
|
43
|
|
|
—
|
|
|
719
|
|
|
39
|
|
|
1
|
|
|
3
|
|
|
1
|
|
|
7
|
|
|
231
|
|
|
1,044
|
|
|
Ending balance
|
$
|
5,024
|
|
|
619
|
|
|
9,986
|
|
|
5,136
|
|
|
654
|
|
|
106
|
|
|
594
|
|
|
301
|
|
|
480
|
|
|
22,900
|
|
Ending balance individually evaluated for impairment
|
$
|
194
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
194
|
|
Ending balance collectively evaluated for impairment
|
$
|
4,830
|
|
|
619
|
|
|
9,986
|
|
|
5,136
|
|
|
654
|
|
|
106
|
|
|
594
|
|
|
301
|
|
|
480
|
|
|
22,706
|
|
Ending balance loans acquired with deteriorated credit quality
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Ending balance
|
$
|
349,631
|
|
|
49,564
|
|
|
625,623
|
|
|
275,319
|
|
|
32,114
|
|
|
7,551
|
|
|
46,506
|
|
|
30,537
|
|
|
54,269
|
|
|
1,471,114
|
|
Ending balance individually evaluated for impairment
|
$
|
1,449
|
|
|
—
|
|
|
4,643
|
|
|
1,938
|
|
|
575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,605
|
|
Ending balance collectively evaluated for impairment
|
$
|
348,182
|
|
|
49,564
|
|
|
620,980
|
|
|
273,381
|
|
|
31,539
|
|
|
7,551
|
|
|
46,506
|
|
|
30,537
|
|
|
54,269
|
|
|
1,462,509
|
|
Ending balance loans acquired with deteriorated credit quality
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
In Thousands
|
||||||||||||||
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||
Residential 1-4 family
|
$
|
149
|
|
|
149
|
|
|
—
|
|
|
150
|
|
|
4
|
|
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Commercial real estate
|
4,263
|
|
|
4,262
|
|
|
—
|
|
|
4,452
|
|
|
13
|
|
|
Construction
|
1,843
|
|
|
1,838
|
|
|
—
|
|
|
1,893
|
|
|
43
|
|
|
Farmland
|
106
|
|
|
105
|
|
|
—
|
|
|
53
|
|
|
1
|
|
|
Second mortgages
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Equity lines of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Agricultural, installment and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$
|
6,361
|
|
|
6,354
|
|
|
—
|
|
|
6,548
|
|
|
61
|
|
With allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||
Residential 1-4 family
|
$
|
537
|
|
|
535
|
|
|
179
|
|
|
539
|
|
|
16
|
|
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Farmland
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Second mortgages
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Equity lines of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Agricultural, installment and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$
|
537
|
|
|
535
|
|
|
179
|
|
|
539
|
|
|
16
|
|
Total
|
|
|
|
|
|
|
|
|
|
||||||
Residential 1-4 family
|
$
|
686
|
|
|
684
|
|
|
179
|
|
|
689
|
|
|
20
|
|
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Commercial real estate
|
4,263
|
|
|
4,262
|
|
|
—
|
|
|
4,452
|
|
|
13
|
|
|
Construction
|
1,843
|
|
|
1,838
|
|
|
—
|
|
|
1,893
|
|
|
43
|
|
|
Farmland
|
106
|
|
|
105
|
|
|
—
|
|
|
53
|
|
|
1
|
|
|
Second mortgages
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Equity lines of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Agricultural, installment and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$
|
6,898
|
|
|
6,889
|
|
|
179
|
|
|
7,087
|
|
|
77
|
|
|
In Thousands
|
||||||||||||||
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||
Residential 1-4 family
|
$
|
633
|
|
|
622
|
|
|
—
|
|
|
724
|
|
|
39
|
|
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Commercial real estate
|
4,645
|
|
|
4,643
|
|
|
—
|
|
|
5,048
|
|
|
24
|
|
|
Construction
|
1,943
|
|
|
1,938
|
|
|
—
|
|
|
486
|
|
|
97
|
|
|
Farmland
|
575
|
|
|
575
|
|
|
—
|
|
|
431
|
|
|
—
|
|
|
Second mortgages
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Equity lines of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Agricultural, installment and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$
|
7,796
|
|
|
7,778
|
|
|
—
|
|
|
6,689
|
|
|
160
|
|
With allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||
Residential 1-4 family
|
$
|
834
|
|
|
827
|
|
|
194
|
|
|
785
|
|
|
47
|
|
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
3,419
|
|
|
—
|
|
|
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Farmland
|
—
|
|
|
—
|
|
|
—
|
|
|
144
|
|
|
—
|
|
|
Second mortgages
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Equity lines of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Agricultural, installment and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$
|
834
|
|
|
827
|
|
|
194
|
|
|
4,348
|
|
|
47
|
|
Total:
|
|
|
|
|
|
|
|
|
|
||||||
Residential 1-4 family
|
$
|
1,467
|
|
|
1,449
|
|
|
194
|
|
|
1,509
|
|
|
86
|
|
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Commercial real estate
|
4,645
|
|
|
4,643
|
|
|
—
|
|
|
8,467
|
|
|
24
|
|
|
Construction
|
1,943
|
|
|
1,938
|
|
|
—
|
|
|
486
|
|
|
97
|
|
|
Farmland
|
575
|
|
|
575
|
|
|
—
|
|
|
575
|
|
|
—
|
|
|
Second mortgages
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Equity lines of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Agricultural, installment and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$
|
8,630
|
|
|
8,605
|
|
|
194
|
|
|
11,037
|
|
|
207
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
|
(In thousands)
|
||||||
Performing TDRs
|
$
|
2,606
|
|
|
$
|
983
|
|
Nonperforming TDRs
|
1,759
|
|
|
3,121
|
|
||
Total TDRS
|
$
|
4,365
|
|
|
$
|
4,104
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||
|
Number
of
Contracts
|
|
Pre
Modification
Outstanding
Recorded
Investment
|
|
Post
Modification
Outstanding
Recorded
Investment,
Net of Related
Allowance
|
|
Number
of
Contracts
|
|
Pre
Modification
Outstanding
Recorded
Investment
|
|
Post
Modification
Outstanding
Recorded
Investment,
Net of Related
Allowance
|
||||||||||
Residential 1-4 family
|
2
|
|
|
$
|
33
|
|
|
$
|
33
|
|
|
2
|
|
|
$
|
77
|
|
|
$
|
77
|
|
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Commercial real estate
|
1
|
|
|
937
|
|
|
937
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1,938
|
|
|
1,938
|
|
||||
Farmland
|
1
|
|
|
105
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Second mortgages
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Equity lines of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Agricultural, installment and other
|
1
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|
2
|
|
|
1
|
|
||||
Total
|
5
|
|
|
$
|
1,077
|
|
|
$
|
1,077
|
|
|
4
|
|
|
$
|
2,017
|
|
|
$
|
2,016
|
|
•
|
Special mention loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date.
|
•
|
Substandard loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness or weaknesses that jeopardize
|
•
|
Doubtful loans have all the characteristics of substandard loans with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The Bank considers all doubtful loans to be impaired and places the loan on nonaccrual status.
|
|
June 30, 2016
|
||||||||||||||
|
Securities Available-For-Sale
|
||||||||||||||
|
In Thousands
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Market
Value
|
||||||||
U.S. Government-sponsored enterprises (GSEs)*
|
$
|
59,505
|
|
|
$
|
311
|
|
|
$
|
45
|
|
|
$
|
59,771
|
|
Mortgage-backed:
|
|
|
|
|
|
|
|
||||||||
GSE residential
|
206,166
|
|
|
1,557
|
|
|
252
|
|
|
207,471
|
|
||||
Asset-backed:
|
|
|
|
|
|
|
|
||||||||
SBAP
|
31,681
|
|
|
640
|
|
|
—
|
|
|
32,321
|
|
||||
Obligations of states and political subdivisions
|
43,057
|
|
|
646
|
|
|
21
|
|
|
43,682
|
|
||||
|
$
|
340,409
|
|
|
$
|
3,154
|
|
|
$
|
318
|
|
|
$
|
343,245
|
|
|
June 30, 2016
|
||||||||||||||
|
Securities Held-to-Maturity
|
||||||||||||||
|
In Thousands
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Market
Value
|
||||||||
Mortgage-backed:
|
|
|
|
|
|
|
|
||||||||
Government-sponsored enterprises (GSEs)* residential
|
$
|
12,693
|
|
|
$
|
123
|
|
|
$
|
49
|
|
|
$
|
12,767
|
|
Obligations of states and political subdivisions
|
22,177
|
|
|
332
|
|
|
22
|
|
|
22,487
|
|
||||
|
$
|
34,870
|
|
|
$
|
455
|
|
|
$
|
71
|
|
|
$
|
35,254
|
|
*
|
Such as Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Federal Home Loan Bank, Federal Farm Credit Bank, and Government National Mortgage Association.
|
|
December 31, 2015
|
|||||||||||
|
Securities Available-For-Sale
|
|||||||||||
|
In Thousands
|
|||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Market
Value
|
|||||
U.S. Government-sponsored enterprises (GSEs)*
|
$
|
77,177
|
|
|
215
|
|
|
483
|
|
|
76,909
|
|
Mortgage-backed:
|
|
|
|
|
|
|
|
|||||
GSE residential
|
192,983
|
|
|
430
|
|
|
1,498
|
|
|
191,915
|
|
|
Asset-backed:
|
|
|
|
|
|
|
|
|||||
SBAP
|
31,253
|
|
|
54
|
|
|
273
|
|
|
31,034
|
|
|
Obligations of states and political subdivisions
|
31,093
|
|
|
274
|
|
|
97
|
|
|
31,270
|
|
|
|
$
|
332,506
|
|
|
973
|
|
|
2,351
|
|
|
331,128
|
|
|
December 31, 2015
|
|||||||||||
|
Securities Held-To-Maturity
|
|||||||||||
|
In Thousands
|
|||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Market
Value
|
|||||
Mortgage-backed:
|
|
|
|
|
|
|
|
|||||
Government-sponsored enterprises (GSEs)* residential
|
$
|
9,375
|
|
|
60
|
|
|
169
|
|
|
9,266
|
|
Obligations of states and political subdivisions
|
18,820
|
|
|
288
|
|
|
9
|
|
|
19,099
|
|
|
|
$
|
28,195
|
|
|
348
|
|
|
178
|
|
|
28,365
|
|
*
|
Such as Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Federal Home Loan Bank, Federal Farm Credit Bank, and Government National Mortgage Association.
|
|
Held-to-Maturity
|
|
Available-for-sale
|
||||||||||||
|
In Thousands
|
||||||||||||||
|
Amortized
Cost
|
|
Estimated
Market
Value
|
|
Amortized
Cost
|
|
Estimated
Market
Value
|
||||||||
Due in one year or less
|
$
|
2,016
|
|
|
$
|
2,042
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Due after one year through five years
|
8,874
|
|
|
8,993
|
|
|
38,432
|
|
|
38,805
|
|
||||
Due after five years through ten years
|
9,059
|
|
|
9,169
|
|
|
101,771
|
|
|
102,811
|
|
||||
Due after ten years
|
14,921
|
|
|
15,050
|
|
|
200,205
|
|
|
201,628
|
|
||||
|
$
|
34,870
|
|
|
$
|
35,254
|
|
|
$
|
340,409
|
|
|
$
|
343,245
|
|
|
In Thousands, Except Number of Securities
|
||||||||||||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||||||||
June 30, 2016
|
Fair
Value
|
|
Unrealized
Losses
|
|
Number
of
Securities
Included
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Number
of
Securities
Included
|
|
Fair Value
|
|
Unrealized
Losses
|
||||||||||||||
Held to Maturity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage-backed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Government-sponsored enterprises (GSEs) residential
|
$
|
2,970
|
|
|
$
|
7
|
|
|
2
|
|
|
$
|
2,547
|
|
|
$
|
42
|
|
|
2
|
|
|
$
|
5,517
|
|
|
$
|
49
|
|
Obligations of states and political subdivisions
|
3,046
|
|
|
22
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,046
|
|
|
22
|
|
||||||
|
$
|
6,016
|
|
|
$
|
29
|
|
|
8
|
|
|
$
|
2,547
|
|
|
$
|
42
|
|
|
2
|
|
|
$
|
8,563
|
|
|
$
|
71
|
|
Available-for-Sale Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
GSEs
|
$
|
20,378
|
|
|
$
|
45
|
|
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
20,378
|
|
|
$
|
45
|
|
Mortgage-backed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
GSE residential
|
48,221
|
|
|
177
|
|
|
22
|
|
|
11,044
|
|
|
75
|
|
|
10
|
|
|
59,265
|
|
|
252
|
|
||||||
Asset-backed: SBAP
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Obligations of states and political subdivisions
|
6,167
|
|
|
21
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,167
|
|
|
21
|
|
||||||
|
$
|
74,766
|
|
|
$
|
243
|
|
|
44
|
|
|
$
|
11,044
|
|
|
$
|
75
|
|
|
10
|
|
|
$
|
85,810
|
|
|
$
|
318
|
|
|
In Thousands, Except Number of Securities
|
||||||||||||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||||||||
|
Fair
|
|
Unrealized
|
|
Number
of
Securities
|
|
Fair
|
|
Unrealized
|
|
Number
of
Securities
|
|
Fair
|
|
Unrealized
|
||||||||||||||
December 31, 2015
|
Value
|
|
Losses
|
|
Included
|
|
Value
|
|
Losses
|
|
Included
|
|
Value
|
|
Losses
|
||||||||||||||
Held to Maturity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage-backed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Government-sponsored enterprises (GSEs) residential
|
$
|
4,339
|
|
|
$
|
45
|
|
|
3
|
|
|
$
|
2,717
|
|
|
$
|
124
|
|
|
3
|
|
|
$
|
7,056
|
|
|
$
|
169
|
|
Obligations of states and political subdivisions
|
3,461
|
|
|
9
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,461
|
|
|
9
|
|
||||||
|
$
|
7,800
|
|
|
$
|
54
|
|
|
13
|
|
|
$
|
2,717
|
|
|
$
|
124
|
|
|
3
|
|
|
$
|
10,517
|
|
|
$
|
178
|
|
Available-for-Sale Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
GSEs
|
$
|
33,369
|
|
|
$
|
232
|
|
|
12
|
|
|
$
|
17,829
|
|
|
$
|
251
|
|
|
6
|
|
|
$
|
51,198
|
|
|
$
|
483
|
|
Mortgage-backed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
GSE residential
|
142,251
|
|
|
1,407
|
|
|
66
|
|
|
4,521
|
|
|
91
|
|
|
7
|
|
|
146,772
|
|
|
1,498
|
|
||||||
Asset-backed: SBAP
|
22,811
|
|
|
273
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,811
|
|
|
273
|
|
||||||
Obligations of states and political subdivisions
|
7,925
|
|
|
60
|
|
|
18
|
|
|
3,350
|
|
|
37
|
|
|
9
|
|
|
11,275
|
|
|
97
|
|
||||||
|
$
|
206,356
|
|
|
$
|
1,972
|
|
|
108
|
|
|
$
|
25,700
|
|
|
$
|
379
|
|
|
22
|
|
|
$
|
232,056
|
|
|
$
|
2,351
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Dollars in Thousands
Except Per Share Amounts)
|
|
(Dollars in Thousands
Except Share and Per Share Amounts)
|
||||||||||||
Basic EPS Computation*:
|
|
|
|
|
|
|
|
||||||||
Numerator – Earnings available to common stockholders
|
$
|
6,270
|
|
|
$
|
6,201
|
|
|
$
|
11,913
|
|
|
$
|
11,817
|
|
Denominator – Weighted average number of common shares outstanding
|
10,257,536
|
|
|
10,146,669
|
|
|
10,248,742
|
|
|
10,138,312
|
|
||||
Basic earnings per common share
|
$
|
0.61
|
|
|
$
|
0.61
|
|
|
$
|
1.16
|
|
|
$
|
1.17
|
|
Diluted EPS Computation*:
|
|
|
|
|
|
|
|
||||||||
Numerator – Earnings available to common stockholders
|
$
|
6,270
|
|
|
$
|
6,201
|
|
|
$
|
11,913
|
|
|
$
|
11,817
|
|
Denominator – Weighted average number of common shares outstanding
|
10,257,536
|
|
|
10,146,669
|
|
|
10,248,742
|
|
|
10,138,312
|
|
||||
Dilutive effect of stock options
|
4,780
|
|
|
4,488
|
|
|
4,854
|
|
|
4,601
|
|
||||
|
10,262,316
|
|
|
10,151,157
|
|
|
10,253,596
|
|
|
10,142,913
|
|
||||
Diluted earnings per common share
|
$
|
0.61
|
|
|
$
|
0.61
|
|
|
$
|
1.16
|
|
|
$
|
1.17
|
|
Commitments to extend credit
|
$
|
440,785,000
|
|
Standby letters of credit
|
$
|
34,942,000
|
|
•
|
Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
•
|
Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
•
|
Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
|
Assets and Liabilities Measured at Fair Value on a Recurring Basis
|
|||||||||||
|
Total Carrying
Value in the
Consolidated
Balance
Sheet
|
|
Quoted Market
Prices in an
Active Market
(Level 1)
|
|
Models with
Significant
Observable
Market
Parameters
(Level 2)
|
|
Models with
Significant
Unobservable
Market
Parameters
(Level 3)
|
|||||
June 30, 2016
|
|
|
|
|
|
|
|
|||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|||||
U.S. Government sponsored enterprises
|
$
|
59,771
|
|
|
—
|
|
|
59,771
|
|
|
—
|
|
Mortgage-backed securities
|
207,471
|
|
|
—
|
|
|
207,471
|
|
|
—
|
|
|
Asset-backed securities
|
32,321
|
|
|
—
|
|
|
32,321
|
|
|
—
|
|
|
State and municipal securities
|
43,682
|
|
|
—
|
|
|
43,682
|
|
|
—
|
|
|
Total investment securities available-for-sale
|
343,245
|
|
|
—
|
|
|
343,245
|
|
|
—
|
|
|
Loans held for sale
|
14,538
|
|
|
—
|
|
|
14,538
|
|
|
—
|
|
|
Other assets
|
28,873
|
|
|
—
|
|
|
—
|
|
|
28,873
|
|
|
Total assets at fair value
|
$
|
386,656
|
|
|
—
|
|
|
357,783
|
|
|
28,873
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|||||
U.S. Government sponsored enterprises
|
$
|
76,909
|
|
|
—
|
|
|
76,909
|
|
|
—
|
|
Mortgage-backed securities
|
191,915
|
|
|
—
|
|
|
191,915
|
|
|
—
|
|
|
Asset-backed securities
|
31,034
|
|
|
—
|
|
|
31,034
|
|
|
—
|
|
|
State and municipal securities
|
31,270
|
|
|
—
|
|
|
31,270
|
|
|
—
|
|
|
Total investment securities available-for-sale
|
331,128
|
|
|
—
|
|
|
331,128
|
|
|
—
|
|
|
Loans held for sale
|
10,135
|
|
|
—
|
|
|
10,135
|
|
|
—
|
|
|
Other assets
|
26,672
|
|
|
—
|
|
|
—
|
|
|
26,672
|
|
|
Total assets at fair value
|
$
|
367,935
|
|
|
—
|
|
|
341,263
|
|
|
26,672
|
|
|
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
|
|||||||||||
|
Total Carrying
Value in the
Consolidated
Balance
Sheet
|
|
Quoted Market
Prices in an
Active Market
(Level 1)
|
|
Models with
Significant
Observable
Market
Parameters
(Level 2)
|
|
Models with
Significant
Unobservable
Market
Parameters
(Level 3)
|
|||||
June 30, 2016
|
|
|
|
|
|
|
|
|||||
Other real estate owned
|
$
|
4,907
|
|
|
—
|
|
|
—
|
|
|
4,907
|
|
Impaired loans, net (¹)
|
6,710
|
|
|
—
|
|
|
—
|
|
|
6,710
|
|
|
Total
|
$
|
11,617
|
|
|
—
|
|
|
—
|
|
|
11,617
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|||||
Other real estate owned
|
$
|
5,410
|
|
|
—
|
|
|
—
|
|
|
5,410
|
|
Impaired loans, net (¹)
|
8,436
|
|
|
—
|
|
|
—
|
|
|
8,436
|
|
|
Total
|
$
|
13,846
|
|
|
—
|
|
|
—
|
|
|
13,846
|
|
(1)
|
Amount is net of a valuation allowance of
$179,000
at
June 30, 2016
and
$194,000
at
December 31, 2015
as required by ASC 310, “Receivables.”
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
Other
Assets
|
|
Other
Liabilities
|
|
Other
Assets
|
|
Other
Liabilities
|
||||||
Fair value, January 1
|
$
|
26,672
|
|
|
—
|
|
|
$
|
17,331
|
|
|
—
|
|
Total realized gains included in income
|
285
|
|
|
—
|
|
|
558
|
|
|
—
|
|
||
Change in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at June 30
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
||
Purchases, issuances and settlements, net
|
1,916
|
|
|
—
|
|
|
7,654
|
|
|
—
|
|
||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Fair value, June 30
|
$
|
28,873
|
|
|
—
|
|
|
$
|
25,543
|
|
|
—
|
|
Total realized gains included in income related to financial assets and liabilities still on the consolidated balance sheet at June 30
|
$
|
285
|
|
|
—
|
|
|
$
|
558
|
|
|
—
|
|
|
Carrying/
Notional
|
|
Estimated
|
|
Quoted Market
Prices in
an Active
Market
|
|
Models with
Significant
Observable
Market
Parameters
|
|
Models with
Significant
Unobservable
Market
Parameters
|
||||||
(in Thousands)
|
Amount
|
|
Fair Value (¹)
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||
Securities held-to-maturity
|
$
|
34,870
|
|
|
35,254
|
|
|
—
|
|
|
35,254
|
|
|
—
|
|
Loans, net
|
1,555,437
|
|
|
1,564,096
|
|
|
—
|
|
|
—
|
|
|
1,564,096
|
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||
Deposits and securities sold under agreements to repurchase
|
1,884,760
|
|
|
1,688,755
|
|
|
—
|
|
|
—
|
|
|
1,688,755
|
|
|
Off-balance sheet instruments:
|
|
|
|
|
|
|
|
|
|
||||||
Commitments to extend credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Standby letters of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||
Securities held-to-maturity
|
$
|
28,195
|
|
|
28,365
|
|
|
—
|
|
|
28,365
|
|
|
—
|
|
Loans, net
|
1,443,179
|
|
|
1,443,738
|
|
|
—
|
|
|
—
|
|
|
1,443,738
|
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||
Deposits and securities sold under agreements to repurchase
|
1,791,885
|
|
|
1,549,414
|
|
|
—
|
|
|
—
|
|
|
1,549,414
|
|
|
Off-balance sheet instruments:
|
|
|
|
|
|
|
|
|
|
||||||
Commitments to extend credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Standby letters of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Estimated fair values are consistent with an exit-price concept. The assumptions used to estimate the fair values are intended to approximate those that a market-participant would realize in a hypothetical orderly transaction.
|
|
June 30, 2016
|
|
June 30, 2015
|
||||||||||||||||||
|
Average
Balance
|
|
Interest
Rate
|
|
Income/
Expense
|
|
Average
Balance
|
|
Interest
Rate
|
|
Income/
Expense
|
||||||||||
Loans, net of unearned interest (1)
|
$
|
1,527,696
|
|
|
4.90
|
%
|
|
$
|
37,449
|
|
|
$
|
1,381,506
|
|
|
5.05
|
%
|
|
$
|
34,861
|
|
Investment securities—taxable
|
301,642
|
|
|
1.89
|
|
|
2,856
|
|
|
327,720
|
|
|
1.91
|
|
|
3,136
|
|
||||
Investment securities—tax exempt
|
50,197
|
|
|
2.00
|
|
|
501
|
|
|
34,483
|
|
|
1.99
|
|
|
343
|
|
||||
Taxable equivalent adjustment
|
—
|
|
|
1.03
|
|
|
258
|
|
|
—
|
|
|
1.02
|
|
|
177
|
|
||||
Total tax-exempt investment securities
|
50,197
|
|
|
3.02
|
|
|
759
|
|
|
34,483
|
|
|
3.01
|
|
|
520
|
|
||||
Total investment securities
|
351,839
|
|
|
2.05
|
|
|
3,615
|
|
|
362,203
|
|
|
2.02
|
|
|
3,656
|
|
||||
Loans held for sale
|
10,479
|
|
|
3.03
|
|
|
159
|
|
|
9,776
|
|
|
3.38
|
|
|
165
|
|
||||
Federal funds sold
|
93,285
|
|
|
0.40
|
|
|
188
|
|
|
78,073
|
|
|
0.20
|
|
|
78
|
|
||||
Restricted equity securities
|
3,012
|
|
|
4.05
|
|
|
61
|
|
|
3,012
|
|
|
4.05
|
|
|
61
|
|
||||
Total earning assets
|
1,986,311
|
|
|
4.18
|
|
|
41,472
|
|
|
1,834,570
|
|
|
4.23
|
|
|
38,821
|
|
||||
Cash and due from banks
|
10,287
|
|
|
|
|
|
|
9,126
|
|
|
|
|
|
||||||||
Allowance for loan losses
|
(22,857
|
)
|
|
|
|
|
|
(22,475
|
)
|
|
|
|
|
||||||||
Bank premises and equipment
|
42,069
|
|
|
|
|
|
|
40,315
|
|
|
|
|
|
||||||||
Other assets
|
55,039
|
|
|
|
|
|
|
53,637
|
|
|
|
|
|
||||||||
Total assets
|
$
|
2,070,849
|
|
|
|
|
|
|
$
|
1,915,173
|
|
|
|
|
|
|
June 30, 2016
|
|
June 30, 2015
|
||||||||||||||||||
|
Average
Balance
|
|
Interest
Rate
|
|
Income/
Expense
|
|
Average
Balance
|
|
Interest
Rate
|
|
Income/
Expense
|
||||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Negotiable order of withdrawal accounts
|
$
|
445,181
|
|
|
0.33
|
%
|
|
$
|
728
|
|
|
$
|
385,556
|
|
|
0.39
|
%
|
|
$
|
754
|
|
Money market demand accounts
|
558,678
|
|
|
0.28
|
|
|
778
|
|
|
495,706
|
|
|
0.31
|
|
|
766
|
|
||||
Individual retirement accounts
|
85,319
|
|
|
0.85
|
|
|
363
|
|
|
90,226
|
|
|
1.00
|
|
|
451
|
|
||||
Other savings deposits
|
113,208
|
|
|
0.39
|
|
|
221
|
|
|
103,122
|
|
|
0.45
|
|
|
232
|
|
||||
Certificates of deposit $250,000 and over (4)
|
76,416
|
|
|
1.01
|
|
|
385
|
|
|
229,562
|
|
|
1.06
|
|
|
1,212
|
|
||||
Certificates of deposit under $250,000 (4)
|
352,431
|
|
|
0.99
|
|
|
1,739
|
|
|
220,195
|
|
|
0.90
|
|
|
987
|
|
||||
Total interest-bearing deposits
|
1,631,233
|
|
|
0.52
|
|
|
4,214
|
|
|
1,524,367
|
|
|
0.58
|
|
|
4,402
|
|
||||
Securities sold under repurchase agreements
|
1,165
|
|
|
0.17
|
|
|
1
|
|
|
2,762
|
|
|
0.29
|
|
|
4
|
|
||||
Federal funds purchased
|
333
|
|
|
1.20
|
|
|
2
|
|
|
177
|
|
|
—
|
|
|
1
|
|
||||
Total interest-bearing liabilities
|
1,632,731
|
|
|
0.52
|
|
|
4,217
|
|
|
1,527,306
|
|
|
0.58
|
|
|
4,407
|
|
||||
Demand deposits
|
198,082
|
|
|
|
|
|
|
171,554
|
|
|
|
|
|
||||||||
Other liabilities
|
11,303
|
|
|
|
|
|
|
9,784
|
|
|
|
|
|
||||||||
Stockholders’ equity
|
228,733
|
|
|
|
|
|
|
206,529
|
|
|
|
|
|
||||||||
Total liabilities and stockholders’ equity
|
$
|
2,070,849
|
|
|
|
|
|
|
$
|
1,915,173
|
|
|
|
|
|
||||||
Net interest income, on a tax equivalent basis
|
|
$
|
37,255
|
|
|
|
|
|
|
$
|
34,414
|
|
|||||||||
Net yield on earning assets (2)
|
|
|
3.75
|
%
|
|
|
|
|
|
3.75
|
%
|
|
|
||||||||
Net interest spread (3)
|
|
|
3.66
|
%
|
|
|
|
|
|
3.65
|
%
|
|
|
|
In Thousands
|
||||||
|
June 30,
2016 |
|
December 31,
2015 |
||||
Residential 1-4 family
|
$
|
—
|
|
|
$
|
41
|
|
Multifamily
|
—
|
|
|
—
|
|
||
Commercial real estate
|
3,029
|
|
|
4,293
|
|
||
Construction
|
—
|
|
|
—
|
|
||
Farmland
|
310
|
|
|
575
|
|
||
Second mortgages
|
—
|
|
|
—
|
|
||
Equity lines of credit
|
—
|
|
|
—
|
|
||
Commercial
|
—
|
|
|
—
|
|
||
Agricultural, installment and other
|
—
|
|
|
—
|
|
||
Total
|
$
|
3,339
|
|
|
$
|
4,909
|
|
|
(In thousands)
|
|||||||||||||||||||||
|
30-59
Days
Past Due
|
|
60-89
Days
Past Due
|
|
Non
Accrual
and Greater
Than
90 Days
|
|
Total
Non
Accrual
and
Past Due
|
|
Current
|
|
Total Loans
|
|
Recorded
Investment Greater
Than 90 Days Past
Due and
Accruing
|
|||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Residential 1-4 family
|
$
|
2,863
|
|
|
1,368
|
|
|
1,049
|
|
|
5,280
|
|
|
350,702
|
|
|
355,982
|
|
|
$
|
1,049
|
|
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82,246
|
|
|
82,246
|
|
|
—
|
|
||
Commercial real estate
|
—
|
|
|
77
|
|
|
3,029
|
|
|
3,106
|
|
|
663,805
|
|
|
666,911
|
|
|
—
|
|
||
Construction
|
88
|
|
|
—
|
|
|
69
|
|
|
157
|
|
|
294,019
|
|
|
294,176
|
|
|
69
|
|
||
Farmland
|
1,342
|
|
|
3
|
|
|
557
|
|
|
1,902
|
|
|
34,544
|
|
|
36,446
|
|
|
247
|
|
||
Second mortgages
|
46
|
|
|
7
|
|
|
24
|
|
|
77
|
|
|
7,956
|
|
|
8,033
|
|
|
24
|
|
||
Equity lines of credit
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
50,333
|
|
|
50,349
|
|
|
—
|
|
||
Commercial
|
4
|
|
|
—
|
|
|
19
|
|
|
23
|
|
|
34,406
|
|
|
34,429
|
|
|
19
|
|
||
Agricultural, installment and other
|
344
|
|
|
128
|
|
|
46
|
|
|
518
|
|
|
54,941
|
|
|
55,459
|
|
|
112
|
|
||
Total
|
$
|
4,703
|
|
|
1,583
|
|
|
4,793
|
|
|
11,079
|
|
|
1,572,952
|
|
|
1,584,031
|
|
|
$
|
1,520
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Residential 1-4 family
|
$
|
3,272
|
|
|
1,198
|
|
|
1,412
|
|
|
5,882
|
|
|
343,749
|
|
|
349,631
|
|
|
$
|
1,371
|
|
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,564
|
|
|
49,564
|
|
|
—
|
|
||
Commercial real estate
|
172
|
|
|
—
|
|
|
4,293
|
|
|
4,465
|
|
|
621,158
|
|
|
625,623
|
|
|
—
|
|
||
Construction
|
958
|
|
|
230
|
|
|
—
|
|
|
1,188
|
|
|
274,131
|
|
|
275,319
|
|
|
—
|
|
||
Farmland
|
88
|
|
|
21
|
|
|
886
|
|
|
995
|
|
|
31,119
|
|
|
32,114
|
|
|
311
|
|
||
Second mortgages
|
87
|
|
|
—
|
|
|
4
|
|
|
91
|
|
|
7,460
|
|
|
7,551
|
|
|
4
|
|
||
Equity lines of credit
|
283
|
|
|
89
|
|
|
197
|
|
|
569
|
|
|
45,937
|
|
|
46,506
|
|
|
197
|
|
||
Commercial
|
2
|
|
|
—
|
|
|
39
|
|
|
41
|
|
|
30,496
|
|
|
30,537
|
|
|
39
|
|
||
Agricultural, installment and other
|
382
|
|
|
114
|
|
|
56
|
|
|
552
|
|
|
53,717
|
|
|
54,269
|
|
|
56
|
|
||
Total
|
$
|
5,244
|
|
|
1,652
|
|
|
6,887
|
|
|
13,783
|
|
|
1,457,331
|
|
|
1,471,114
|
|
|
$
|
1,978
|
|
|
% Change from Base Case for
Immediate Parallel Changes in Rates
|
|||||||
|
-100 BP
(1)
|
|
+100 BP
|
|
+200 BP
|
|||
Net interest income
|
(4.26
|
)%
|
|
(2.09
|
)
|
|
(4.68
|
)
|
EVE
|
(12.26
|
)
|
|
2.18
|
|
|
2.74
|
|
(1)
|
Because certain current interest rates are at or below 1.00%, the 100 basis points downward shock assumes that certain corresponding interest rates reflects a decrease of less than the full 100 basis point downward shock.
|
|
Actual
|
|
Minimum Capital
Requirement with Basel III Capital Conservation Buffer Phase - In Schedule
|
|
Minimum To Be
Well Capitalized
Under Applicable
Regulatory
Provisions
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital to risk weighted assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
253,941
|
|
|
13.7
|
%
|
|
$
|
159,872
|
|
|
8.625
|
%
|
|
$
|
185,358
|
|
|
10.0
|
%
|
Wilson Bank
|
251,273
|
|
|
13.5
|
%
|
|
160,536
|
|
|
8.625
|
|
|
186,128
|
|
|
10.0
|
|
|||
Tier 1 capital to risk weighted assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
230,817
|
|
|
12.4
|
%
|
|
123,320
|
|
|
6.625
|
|
|
148,914
|
|
|
8.0
|
|
|||
Wilson Bank
|
228,150
|
|
|
12.3
|
%
|
|
122,886
|
|
|
6.625
|
|
|
148,390
|
|
|
8.0
|
|
|||
Common equity tier 1 capital to average assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
230,817
|
|
|
12.4
|
%
|
|
95,398
|
|
|
5.125
|
|
|
120,993
|
|
|
6.5
|
|
|||
Wilson Bank
|
228,150
|
|
|
12.3
|
%
|
|
95,063
|
|
|
5.125
|
|
|
120,567
|
|
|
6.5
|
|
|||
Tier 1 capital to average assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
230,817
|
|
|
11.1
|
%
|
|
83,177
|
|
|
4.000
|
|
|
N/A
|
|
|
N/A
|
|
|||
Wilson Bank
|
228,150
|
|
|
10.8
|
%
|
|
84,500
|
|
|
4.000
|
|
|
105,625
|
|
|
5.0
|
|
|
Actual
|
|
Regulatory Minimum Requirement with Basel III Capital Conservation Buffer Phase-In Schedule
|
|
Minimum To Be
Well Capitalized
Under Applicable
Regulatory
Provisions
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital to risk weighted assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
240,848
|
|
|
14.1
|
%
|
|
$
|
136,588
|
|
|
8.0
|
%
|
|
$
|
170,736
|
|
|
10.0
|
%
|
Wilson Bank
|
238,963
|
|
|
14.0
|
|
|
136,575
|
|
|
8.0
|
|
|
170,719
|
|
|
10.0
|
|
|||
Tier 1 capital to risk weighted assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
219,483
|
|
|
12.9
|
|
|
102,441
|
|
|
6.0
|
|
|
136,588
|
|
|
8.0
|
|
|||
Wilson Bank
|
217,600
|
|
|
12.8
|
|
|
102,431
|
|
|
6.0
|
|
|
136,575
|
|
|
8.0
|
|
|||
Common equity Tier 1 capital to risk weighted assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
219,483
|
|
|
12.9
|
|
|
76,831
|
|
|
4.5
|
|
|
110,978
|
|
|
6.5
|
|
|||
Wilson Bank
|
217,600
|
|
|
12.8
|
|
|
76,823
|
|
|
4.5
|
|
|
110,967
|
|
|
6.5
|
|
|||
Tier 1 capital to average assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
219,483
|
|
|
11.1
|
|
|
79,361
|
|
|
4.0
|
|
|
N/A
|
|
|
N/A
|
|
|||
Wilson Bank
|
217,600
|
|
|
11.0
|
|
|
79,354
|
|
|
4.0
|
|
|
99,192
|
|
|
5.0
|
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||
Common Equity Tier I Ratio
|
5.125
|
%
|
|
5.75
|
%
|
|
6.375
|
%
|
|
7.0
|
%
|
Tier I Capital to Risk Weighted Assets Ratio
|
6.625
|
%
|
|
7.25
|
%
|
|
7.875
|
%
|
|
8.5
|
%
|
Total Capital to Risk Weighted Assets Ratio
|
8.625
|
%
|
|
9.25
|
%
|
|
9.875
|
%
|
|
10.5
|
%
|
3.1
|
|
Charter of Wilson Bank Holding Company, as amended (Restated for SEC filing purposes only.)
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
|
Interactive Data File
|
*
|
Management compensatory plan or arrangement.
|
|
|
WILSON BANK HOLDING COMPANY
|
|
|
(Registrant)
|
|
|
|
DATE: August 9, 2016
|
|
/s/ Randall Clemons
|
|
|
Randall Clemons
|
|
|
President and Chief Executive Officer
|
|
|
|
DATE: August 9, 2016
|
|
/s/ Lisa Pominski
|
|
|
Lisa Pominski
|
|
|
Senior Vice President & Chief Financial Officer
|
1.
|
The name of the corporation is Wilson Bank Holding Company.
|
2.
|
The corporation is for profit.
|
3.
|
The street address of the corporation's principal office is:
|
4.
|
(a) The name of the corporation's initial registered agent is Randall Clemons.
|
5.
|
The name and address of the incorporator is:
|
6.
|
The number of shares of stock the corporation is authorized to issue is one hundred (100) shares of Organizational Stock, no par value per share and fifty million (50,000,000) shares of Common Stock, $2.00 par value per share.
|
7.
|
To the fullest extent permitted by the Tennessee Business Corporation Act as in effect on the date hereof and as hereafter amended from time to time, a director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. If the Tennessee Business Corporation Act or any successor statute is amended after adoption of this provision to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended from time to time. Any repeal or modification of this Paragraph 7 by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification or with respect to events occurring prior to such time.
|
8.
|
All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, a Board of Directors. The directors shall be divided into three classes, designated Class I, Class II, and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. Class I directors shall be initially elected for a term expiring at the first annual meeting of shareholders following the Corporation's annual meeting of shareholders held April 13, 2004. Class II directors shall be initially elected for a term expiring at the second annual meeting of shareholders following the Corporation's annual meeting of shareholders held April 13, 2004. Class III directors shall be initially elected for a term expiring at the third annual meeting of shareholders following the Corporation's annual meeting of shareholders held April 13, 2004. Each class of directors shall thereafter be elected for a three year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting of shareholders for the year in which his or her term expires and until his or her successor shall be elected and shall qualify; subject, however, to prior death, resignation, retirement, disqualification, or removal from office. Any vacancy on the Board of Directors, including a vacancy that results from an increase in the number of directors or a vacancy that results from the removal of a director with cause, may be filled only by the Board of Directors. Any director elected to fill a vacancy shall hold office until the next annual meeting following his or her election to the Board of Directors at which time such person will be subject to election and classification.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Wilson Bank Holding Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(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:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying 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):
|
(a)
|
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):
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 9, 2016
|
|
|
|
|
|
|
|
/s/ Randall Clemons
|
|
|
Randall Clemons, President and
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Wilson Bank Holding Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(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:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying 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):
|
(a)
|
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):
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 9, 2016
|
|
|
|
|
|
|
|
/s/ Lisa Pominski
|
|
|
Lisa Pominski, Senior Vice President and
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 9, 2016
|
|
|
|
|
|
|
|
/s/ Randall Clemons
|
|
|
Randall Clemons, President and
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 9, 2016
|
|
|
|
|
|
|
|
/s/ Lisa Pominski
|
|
|
Lisa Pominski, Senior Vice President and
Chief Financial Officer
|