10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2018

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

COMMISSION FILE NUMBER: 0-22955

BAY BANKS OF VIRGINIA, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

VIRGINIA	54-1838100
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(I.R.S. EMPLOYER IDENTIFICATION NO.)

1801 BAYBERRY COURT, SUITE 101

RICHMOND, VIRGINIA 23226

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(804) 325-3775

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

N/A

(FORMER NAME, FORMER ADDRESS, AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  yes    ☐  no

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ☒  yes    ☐  no

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ☐  yes    ☒  no

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 13,236,360 shares of common stock on August 7, 2018.

1

FORM 10-Q

For the interim period ending June 30, 2018

INDEX

PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS	3
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2018 (UNAUDITED) AND DECEMBER 31, 2017	3
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2018 AND 2017 (UNAUDITED)	4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2018 AND 2017 (UNAUDITED)	5
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2018 (UNAUDITED)	6
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017 (UNAUDITED)	7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	38
ITEM 4. CONTROLS AND PROCEDURES	39
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	39
ITEM 1A. RISK FACTORS	39
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	39
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	39
ITEM 4. MINE SAFETY DISCLOSURES	39
ITEM 5. OTHER INFORMATION	40
ITEM 6. EXHIBITS	41

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BAY BANKS OF VIRGINIA, INC.

CONSOLIDATED BALANCE SHEETS

	June 30, 2018			December 31, 2017 (1)
(Dollars in thousands, except share data)	(unaudited)
ASSETS
Cash and due from banks	$	8,319		$	9,396
Interest-bearing deposits		28,263			41,971
Certificates of deposit		3,224			3,224
Federal funds sold		1,944			6,961
Available-for-sale securities, at fair value		74,322			77,153
Restricted securities		6,190			5,787
Loans receivable, net of allowance for loan losses of $7,113 and $7,770,    respectively		794,443			758,726
Loans held for sale		669			1,651
Premises and equipment, net		18,079			17,463
Accrued interest receivable		2,954			3,194
Other real estate owned, net		3,501			4,284
Bank owned life insurance		19,024			18,773
Goodwill		10,374			10,374
Mortgage servicing rights		977			999
Core deposit intangible		2,576			2,991
Other assets		8,357			7,609
Total assets	$	983,216		$	970,556
LIABILITIES
Noninterest-bearing deposits	$	108,943		$	103,037
Savings and interest-bearing demand deposits		296,206			299,820
Time deposits		369,917			358,989
Total deposits		775,066			761,846
Securities sold under repurchase agreements		7,008			9,498
Federal Home Loan Bank advances		70,000			70,000
Subordinated notes, net of issuance costs		6,885			6,877
Other liabilities		8,533			7,781
Total liabilities		867,492			856,002
SHAREHOLDERS’ EQUITY
Common stock ($5 par value; authorized - 30,000,000 shares; outstanding -    13,226,096 and 13,203,605 shares, respectively) (2)		66,130			66,018
Additional paid-in capital		37,207			37,142
Unearned employee stock ownership plan shares		(1,047	)		(1,129	)
Retained earnings		15,749			13,679
Accumulated other comprehensive loss, net		(2,315	)		(1,156	)
Total shareholders’ equity		115,724			114,554
Total liabilities and shareholders’ equity	$	983,216		$	970,556

(1) Derived from audited December 31, 2017 Consolidated Financial Statements.

(2) Preferred stock is authorized; however, none was outstanding as of June 30, 2018 and December 31, 2017.

See Notes to Consolidated Financial Statements.

3

BAY BANKS OF VIRGINIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	For the Three Months Ended						For the Six Months Ended
(Dollars in thousands, except per share data)	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
INTEREST INCOME
Loans, including fees	$	9,745		$	8,326		$	19,729		$	12,714
Securities:
Taxable		497			348			894			617
Tax-exempt		117			114			237			228
Federal funds sold		52			33			126			34
Interest-bearing deposit accounts		80			53			178			60
Certificates of deposit		17			18			36			37
Total interest income		10,508			8,892			21,200			13,690
INTEREST EXPENSE
Deposits		1,796			1,077			3,400			1,707
Federal funds purchased		—			—			—			10
Securities sold under repurchase agreements		4			4			7			7
Subordinated notes		128			119			256			236
Federal Home Loan Bank advances		386			248			699			402
Total interest expense		2,314			1,448			4,362			2,362
Net interest income		8,194			7,444			16,838			11,328
Provision for (recovery of) loan losses		(348	)		568			(28	)		758
Net interest income after provision for loan losses		8,542			6,876			16,866			10,570
NON-INTEREST INCOME
Income from fiduciary activities		198			229			445			474
Service charges and fees on deposit accounts		152			246			287			458
Non-deposit product income		282			115			414			195
Interchange fees, net		124			129			116			204
Other service charges and fees		30			45			61			77
Secondary market lending income		243			86			376			201
Increase in cash surrender value of bank owned life insurance		124			133			251			208
Net gains on sale of available-for-sale securities		—			7			—			2
Net losses on disposition of other assets		—			—			(69	)		—
Gain on curtailment of post-retirement benefit plan		—			—			352			—
Other income		10			91			101			152
Total non-interest income		1,163			1,081			2,334			1,971
NON-INTEREST EXPENSE
Salaries and employee benefits		4,273			3,321			8,379			6,145
Occupancy		882			693			1,677			1,132
Data processing		837			394			1,385			598
Bank franchise tax		177			142			353			218
Telecommunications		131			76			237			104
FDIC assessments		187			111			370			196
Foreclosed property		53			59			65			69
Consulting		346			97			729			151
Advertising and marketing		153			54			221			127
Directors’ fees		68			209			236			331
Audit and accounting fees		240			217			603			245
Legal		119			13			249			95
Merger related		—			685			363			985
Intangible amortization		203			234			414			234
Net other real estate owned (gains) losses		84			(3	)		(57	)		93
Other		809			844			1,459			1,305
Total non-interest expense		8,562			7,146			16,683			12,028
Income before income taxes		1,143			811			2,517			513
Income tax expense		197			254			447			133
Net income	$	946		$	557		$	2,070		$	380
Basic and diluted earnings per share	$	0.07		$	0.06		$	0.16		$	0.05

See Notes to Consolidated Financial Statements.

4

BAY BANKS OF VIRGINIA, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

	For the Three Months Ended						For the Six Months Ended
(Dollars in thousands)	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Net income	$	946		$	557		$	2,070		$	380
Other comprehensive (loss) income:
Unrealized holding (loss) gain on available-for-sale securities arising during the period		(272	)		445			(1,467	)		485
Deferred tax benefit (expense)		57			(150	)		308			(164	)
Reclassification of net available-for-sale securities gains recognized in net income		—			(7	)		—			(2	)
Deferred tax benefit		—			2			—			1
Total other comprehensive (loss) income		(215	)		290			(1,159	)		320
Comprehensive income	$	731		$	847		$	911		$	700

See Notes to Consolidated Financial Statements.

5

BAY BANKS OF VIRGINIA, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

							Unearned
							Employee Stock					Accumulated
	Shares of				Additional		Ownership					Other			Total
	Common		Common		Paid-in		Plan			Retained		Comprehensive			Shareholders’
(Dollars in thousands)	Stock		Stock		Capital		Shares			Earnings		Loss, net			Equity
Six months ended June 30, 2018
Balance at beginning of period		13,203,605	$	66,018	$	37,142	$	(1,129	)	$	13,679	$	(1,156	)	$	114,554
Net income		—		—		—		—			2,070		—			2,070
Other comprehensive loss		—		—		—		—			—		(1,159	)		(1,159	)
Stock options exercised		22,491		112		19		—			—		—			131
ESOP collateral release		—		—		—		82			—		—			82
Share-based compensation expense		—		—		46		—			—		—			46
Balance at end of period		13,226,096	$	66,130	$	37,207	$	(1,047	)	$	15,749	$	(2,315	)	$	115,724

See Notes to Consolidated Financial Statements.

6

BAY BANKS OF VIRGINIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	For the Six Months Ended
(Dollars in thousands)	June 30, 2018			June 30, 2017
Cash Flows From Operating Activities
Net income	$	2,070		$	380
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		805			639
Net premium accretion and discount amortization of securities		207			183
Amortization of subordinated debt issuance costs		8			8
Amortization of core deposit intangible		414			234
Accretion of fair value adjustment of time deposits		(110	)		(117	)
Accretion of fair value adjustments (discounts) of loans		1,051			(451	)
Provision for (recovery of) loan losses		(28	)		758
Share-based compensation		46			67
Gain on sale of available-for-sale securities		—			(2	)
Increase in other real estate owned valuation allowance		91			109
Gain on sale of other real estate owned		(148	)		(16	)
Loss on disposal of fixed and other assets		69			—
Decrease in value of mortgage servicing rights		22			6
Loan originations for sale		(13,926	)		(5,719	)
Loan sales		15,135			5,788
Gain on sold loans		(227	)		(51	)
Increase in cash surrender value of bank owned life insurance		(251	)		(208	)
Gain on curtailment of post-retirement benefit plan		(352	)		—
(Increase) decrease in accrued interest receivable and other assets		(269	)		304
Increase in other liabilities		1,186			297
Net cash provided by operating activities		5,793			2,209
Cash Flows From Investing Activities
Proceeds from maturities and principal pay downs of available-for-sale securities		1,808			2,198
Proceeds from sales and calls of available-for-sale securities		—			17,662
Maturities of certificates of deposit		—			992
Purchases of available-for-sale securities and certificates of deposit		(650	)		(743	)
Purchases of restricted securities, net		(403	)		(470	)
Increase in federal funds sold		5,017			—
Net increase in loans		(38,901	)		(52,157	)
Principal payments on loans held for sale		—			279
Cash acquired in the merger with Virginia BanCorp		—			14,698
Proceeds from sale of other real estate owned		3,001			412
Proceeds from sale of equipment		—			6
Purchases of premises and equipment		(1,421	)		(836	)
Net cash used in investing activities		(31,549	)		(17,959	)
Cash Flows From Financing Activities
Net increase (decrease) in demand, savings, and other interest-bearing deposits		2,292			(20,071	)
Net increase in time deposits		11,038			59,516
Stock options exercised		131			138
Net decrease in securities sold under repurchase agreements		(2,490	)		(7,524	)
Increase in Federal Home Loan Bank advances		—			10,000
Net cash provided by financing activities		10,971			42,059
Net (decrease) increase in cash and due from banks		(14,785	)		26,309
Cash and cash equivalents (including interest-earning deposits) at beginning of period		51,367			14,702
Cash and cash equivalents (including interest-earning deposits) at end of period	$	36,582		$	41,011
Supplemental Schedule of Cash Flow Information
Cash paid for:
Interest	$	4,334		$	2,181
Income taxes		620			550
Non-cash investing and financing activities:
Unrealized (loss) gain on available-for-sale securities		(1,467	)		485
Loans transferred to other real estate owned		2,161			259
Loans originated to facilitate sale of other real estate owned		—			190
Changes in deferred taxes resulting from other comprehensive income transactions		(308	)		164
Dividends declared		—			377

See Notes to Consolidated Financial Statements.

7

Notes to Consolidated Financial Statements (Unaudited)

Note 1: Basis of Presentation

Bay Banks of Virginia, Inc. (the “Company”) is the holding company for Virginia Commonwealth Bank, formerly known as Bank of Lancaster (the “Bank” or “VCB”), for VCB Financial Group, Inc., formerly known as Bay Trust Company (“VCBFG”), and for Steptoes Holdings, LLC (“Steptoes Holdings”). The consolidated financial statements of the Company include the accounts of Bay Banks of Virginia, Inc., the Bank, VCBFG, and Steptoes Holdings.

On April 1, 2017, the Company completed the merger with Virginia BanCorp Inc., which is further discussed in Note 3, and as such, the consolidated financial statements presented herein reflect the combined operations of the business combination since the effective time of the merger.

In August 2017, the Company completed a private placement of 3,783,784 shares of common stock at an offering price of $9.25 per share to certain existing shareholders, institutional investors, and other accredited investors. Proceeds from the offering, net of offering expenses, were $32.9 million.

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”) and to the general practices within the banking industry. In management’s opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the consolidated financial statements, have been included. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or for any other interim periods. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

Certain amounts presented in the consolidated financial statements of prior periods have been reclassified to conform to current year presentations. The reclassifications had no effect on net income, net income per share, or shareholders’ equity as previously reported. All dollar amounts included in the tables in these notes are in thousands, except per share data, unless otherwise stated.

Note 2: Amendments to the Accounting Standards Codification

In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, Compensation – Stock Compensation (Topic 718). The amendments in this ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless all the following are met: (1) The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification; (2) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3) The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The current disclosure requirements in Topic 718 apply regardless of whether an entity is required to apply modification accounting under the amendments in this ASU. This ASU was effective for annual periods and interim periods beginning after December 15, 2017. Early adoption is permitted. The Company adopted this ASU in the first quarter of 2018. The adoption did not have a material effect on the Company’s financial statements.

In March 2017, the FASB issued ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities. The amendments in this ASU shorten the amortization period for certain callable debt securities purchased at a premium. Upon adoption of the standard, premiums on these qualifying callable debt securities will be amortized to the earliest call date. Discounts on purchased debt securities will continue to be accreted to maturity. The amendments are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. Upon transition, entities should apply the guidance on a modified retrospective basis, with a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption and provide the disclosures required for a change in accounting principle. The Company does not expect the adoption of this ASU to have a material effect on its consolidated financial statements.

8

In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU intends to improve the presentation of net periodic pension cost and net periodic postretirement benefit costs in the income statement and to narrow the amounts eligible for capitalization in assets. This ASU is effective for fiscal years beginning after December 15, 2017. The Company adopted this ASU in the first quarter of 2018. The adoption did not have a material effect on the Company’s financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies accounting for goodwill impairments by eliminating step two (the implied fair value to carrying value of goodwill) from the existing goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value. The effective date and transition requirements for the technical corrections will be effective for the Company for reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is evaluating the effect of the standard and does not expect it to have a material effect on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), which is new guidance for the accounting for credit losses on instruments within its scope. It introduces a new model for current expected credit losses (“CECL”), which will apply to financial assets subject to credit losses and measured at amortized cost and certain off-balance sheet credit exposures. This will include loans, held-to-maturity debt securities, loan commitments, financial guarantees, net investments in leases, reinsurance, and trade receivables. The CECL model requires an entity to estimate the credit losses expected over the life of an exposure (or pool of exposures). The estimate of expected credit losses should consider historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments. In addition, this ASU replaces the current available-for-sale debt securities other-than-temporary impairment model with an estimate of expected credit losses only when the fair value falls below the amortized cost of the asset. Credit losses on available-for-sale debt securities will be limited to the difference between the security’s amortized cost basis and its fair value. The available-for-sale debt security model will also require the use of an allowance to record estimated credit losses and subsequent recoveries. The ASU also addresses purchased financial assets with credit deterioration. Disclosure requirements are expanded regarding an entity’s assumptions, models, and methods for estimating the allowance for loan losses. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019. The Company is evaluating the effect that this ASU will have on its consolidated financial statements and has formed an implementation committee, which is studying the standard, evaluating third parties’ models to support the requirements of the standard and to assist in implementation.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requiring more disclosures related to leasing transactions. This ASU is effective for the fiscal years beginning after December 15, 2018, with early adoption permitted. The Company has several lease agreements, such as for office space, which are currently considered operating leases and not recognized on its balance sheet. The Company expects the new guidance to require these lease agreements to be recognized on its balance sheet as a right-to-use asset with a corresponding liability. The Company is currently taking inventory of its lease agreements and accumulating the data needed to implement the new standard. However, the Company does not expect the guidance to have a material effect on its financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10), which requires equity investments, other than those accounted for using the equity method, to be measured at fair value through earnings. There will no longer be an available-for-sale classification measured (changes in fair value reported in other comprehensive income) for equity securities with readily determinable fair values. The cost method is also eliminated for equity instruments without a readily determinable fair value. For these investments, companies can elect to record the investment at cost, less impairment, plus or minus subsequent adjustments for observable price changes. This election only applies to equity investments that do not qualify for the net asset value practical expedient. Public companies will be required to use the exit price when measuring the fair value of financial instruments measured at amortized cost for disclosure purposes. In addition, this ASU requires financial assets and financial liabilities to be presented separately in the notes to the financial statements, grouped by measurement category and form of financial asset. The classification and measurement guidance is effective for periods beginning after December 15, 2017. The Company’s primary available-for sale investments are debt securities and are therefore not included in the scope of this ASU. However, the Company is subject to certain disclosure requirements of the standard and has engaged a third party to assist with the measurement of exit prices of its financial instruments, including its loans receivables, deposits, and borrowings. The adoption of this ASU did not have a material effect on the Company’s financial statements, other than the fair value disclosures in Note 11.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments in this ASU modify the guidance companies use to recognize revenue from contracts with customers for transfers of goods or services and transfers of nonfinancial assets, unless those contracts are within the scope of other standards. The ASU requires that entities apply a specific method to recognize revenue reflecting the consideration expected from customers in exchange for the transfer of goods and services. The guidance also requires new qualitative and quantitative disclosures, including information about contract balances and performance obligations. Entities are also required to disclose significant judgments and changes in judgments for determining the

9

satisfaction of performance obligations. Subsequent to the issuance of this ASU, the FASB issued targeted updates to clarify specific implementation issues including ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Identifying Performance Obligations and Licensing, ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. For financial reporting purposes, the standard allows for either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoptions, meaning the standard is applied only to the most current period presented in the financial statements with the cumulative effect on initially applying the standard being recognized at the date of initial application. The effective date for this ASU was for annual reporting periods beginning after December 15, 2017. The Company’s primary source of revenue is interest income from loans and investments and loan fees. As these items are outside the scope of the standard, this income was not affected by this ASU. The Company reviewed other sources of income including fiduciary fees, secondary market lending fees, and other deposit account fees against the requirements of the standard and concluded no changes in the accounting methods were necessary. The Company also completed its evaluation of certain costs related to these revenue streams to determine whether such costs should be presented as expenses or contra-revenue (i.e., gross versus net). Based on its evaluation, the Company determined that the classification of certain debit and credit card related costs should change (i.e., costs should be presented net of related revenues); this classification was made to both revenue and expense for the quarters and year to date periods ended June 30,2018 and 2017.

Note 3: Business Combination

On April 1, 2017, the Company and Virginia BanCorp Inc. (“Virginia BanCorp”), a bank holding company conducting substantially all of its operations through its subsidiary, Virginia Commonwealth Bank, completed a merger pursuant to the Agreement and Plan of Merger, dated as of November 2, 2016, by and between the Company and Virginia BanCorp (the “Merger”). The Company is the surviving corporation in the Merger, and the former shareholders of Virginia BanCorp received 1.178 shares of the Company’s common stock for each share of Virginia BanCorp common stock they owned immediately prior to the merger, for a total issuance of 4,586,221 shares of the Company’s common stock valued at approximately $42.2 million at the time of closing. As of the completion of the Merger, the Company’s legacy shareholders owned approximately 51% of the outstanding common stock of the Company, and Virginia BanCorp’s former shareholders owned approximately 49% of the outstanding common stock of the Company. After the Merger of Virginia BanCorp with and into the Company, Virginia BanCorp’s subsidiary bank was merged with and into Bank of Lancaster, a wholly owned subsidiary of the Company, and immediately thereafter Bank of Lancaster changed its name to Virginia Commonwealth Bank.

The Merger was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. Under this method, the assets and liabilities of Virginia BanCorp were recorded at their respective fair values as of April 1, 2017. Determining the fair value of assets and liabilities, particularly for the loan portfolio, is a complex process involving significant judgment regarding methods and assumptions used to calculate the estimated fair values. As a result, the Company recognized goodwill of $7.6 million in connection with the Merger, none of which is deductible for income tax purposes.

10

The following table details the total consideration paid by the Company on April 1, 2017, in connection with the acquisition of Virginia BanCorp, the fair value of the assets acquired and liabilities assumed, and the resulting goodwill.

			Fair Value
	As Recorded		Adjustments			As Recorded
	by Virginia BanCorp		and Reclassifications			by the Company
Consideration paid:
Bay Banks of Virginia, Inc. common stock						$	42,247
Identifiable assets acquired:
Cash and due from banks	$	2,356	$	—		$	2,356
Interest-bearing deposits		12,342		—			12,342
Securities available-for-sale		22,088		—			22,088
Restricted securities		1,543		—			1,543
Loans receivable		272,479		(62,068	)		210,411
Loans held for sale		—		55,648			55,648
Deferred income taxes		1,325		255			1,580
Premises and equipment		3,333		2,703			6,036
Accrued interest receivable		1,253		(24	)		1,229
Other real estate owned		3,113		—			3,113
Core deposit intangible		—		3,670			3,670
Bank owned life insurance		8,430		—			8,430
Mortgage servicing rights		324		—			324
Other assets		365		—			365
Total identified assets acquired		328,951		184			329,135
Identifiable liabilities assumed:
Noninterest-bearing deposits		21,119		—			21,119
Savings and interest-bearing demand deposits		124,640		—			124,640
Time deposits		121,437		733			122,170
Federal Home Loan Bank advances		25,000		—			25,000
Other liabilities		1,525		—			1,525
Total identifiable liabilities assumed		293,721		733			294,454
Total identifiable assets assumed	$	35,230	$	(549	)	$	34,681
Goodwill resulting from acquisition						$	7,566

Pro Forma Financial Information

The table below illustrates the unaudited pro forma revenue and net income of the combined entities had the acquisition taken place on January 1, 2017. The unaudited combined pro forma revenue and net income combines the historical results of Virginia BanCorp with the Company’s consolidated statements of operations for the period noted, and while certain adjustments were made for the estimated effect of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition actually taken place on January 1, 2017. Merger-related expenses of $985 thousand were included in the Company’s actual consolidated statements of operations for the six months ended June 30, 2017, but were excluded from the unaudited pro forma information below. Operational cost savings and other efficiencies expected to be achieved by the Company due to the Merger are also not reflected in the unaudited pro forma amounts.

	For the Six Months Ended June 30, 2017
Net interest income	$	11,845
Net income		1,464

11

Impact of Certain Acquisition Accounting Adjustments

The net effect of the amortization and accretion of premiums and discounts associated with the Company’s acquisition accounting adjustments to assets acquired and liabilities assumed from Virginia BanCorp had the following impact on the consolidated statements of operations for the periods presented below.

	Three Months Ended June 30, 2018			Six Months Ended June 30, 2018
Loans (1)	$	547		$	1,051
Core deposit intangible (2)		(203	)		(414	)
Time deposits (3)		42			110
Depreciation (4)		(10	)		(20	)
Net impact to income before income taxes	$	376		$	727

(1) Loan discount accretion is included in loan interest income, including fees, in the consolidated statements of operations.

(2) CDI amortization is included in other expense in noninterest expense in the consolidated statements of operations.

(3) Time deposit premium amortization is included in deposits in interest expense in the consolidated statements of operations.

(4) Depreciation on the fair value adjustment of fixed assets is included in occupancy expense in noninterest expense in the consolidated statements of operations.

Note 4: Securities

The aggregate amortized costs and fair values of available-for-sale securities as of the dates stated were as follows.

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
June 30, 2018	Cost		Gains		(Losses)			Value
U.S. Government agencies and mortgage backed securities	$	48,032	$	2	$	(1,707	)	$	46,327
State and municipal obligations		21,281		32		(422	)		20,891
Corporate bonds		7,096		10		(2	)		7,104
Total available-for-sale securities	$	76,409	$	44	$	(2,131	)	$	74,322

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
December 31, 2017	Cost		Gains		(Losses)			Value
U.S. Government agencies and mortgage backed securities	$	49,964	$	6	$	(687	)	$	49,283
State and municipal obligations		21,113		195		(155	)		21,153
Corporate bonds		6,696		23		(2	)		6,717
Total available-for-sale securities	$	77,773	$	224	$	(844	)	$	77,153

Securities with fair values of $18.5 million and $19.4 million were pledged as collateral for repurchase agreements as of June 30, 2018 and December 31, 2017, respectively. As of June 30, 2018 and December 31, 2017, all the securities pledged for repurchase agreements were state and municipal obligations. All the repurchase agreements had remaining contractual maturities that were overnight and continuous. Securities sold under repurchase agreements were $7.0 million and $9.5 million as of June 30, 2018 and December 31, 2017, respectively, and are included in liabilities on the consolidated balance sheets. The securities pledged to each agreement are reviewed daily and can be changed at the option of the Bank with minimal risk of loss due to fair value changes.

12

Securities in an unrealized loss position at June 30, 2018and December 31, 2017, by period of the unrealized loss, are shown below. The unrealized loss positions were primarily related to interest rate movements and not the credit quality of the issuers. All agency securities and state and municipal securities are investment grade or better, and their losses are considered temporary. Management does not intend to sell nor expect to be required to sell these securities, and all amortized cost bases are expected to be recovered. Securities with unrealized loss positions at June 30, 2018included 52 U.S. government agencies,44 state and municipal obligations, and one corporate bond. Securities with unrealized loss positions at December 31, 2017 included 36 U.S. government agencies, 34 state and municipal obligations, and one corporate bond.

The following tables provide additional information on these securities as of the dates stated.

	Less than 12 months					12 months or more					Total
June 30, 2018	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Government agencies and mortgage backed    securities	$	31,602	$	(1,046	)	$	14,323	$	(661	)	$	45,925	$	(1,707	)
States and municipal obligations		10,363		(99	)		5,403		(323	)		15,766		(422	)
Corporate bonds		498		(2	)		—		—			498		(2	)
Total temporarily impaired securities	$	42,463	$	(1,147	)	$	19,726	$	(984	)	$	62,189	$	(2,131	)

	Less than 12 months					12 months or more					Total
December 31, 2017	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Government agencies and mortgage backed    securities	$	25,053	$	(353	)	$	16,184	$	(334	)	$	41,237	$	(687	)
States and municipal obligations		2,753		(15	)		5,787		(140	)		8,540		(155	)
Corporate bonds		498		(2	)		—		—			498		(2	)
Total temporarily impaired securities	$	28,304	$	(370	)	$	21,971	$	(474	)	$	50,275	$	(844	)

The following table presents the amortized cost and fair value by contractual maturity of securities available for sale as of the dates stated. Expected maturities may differ from contractual maturities, as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities that are not due at a single maturity date that do not have contractual maturities are shown separately.

	June 30, 2018				December 31, 2017
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
State and municipal obligations
Due in one year or less	$	1,632	$	1,631	$	1,241	$	1,237
Due after one year but less than five years		8,201		8,130		7,173		7,219
Due after five years but less than ten years		10,977		10,676		11,736		11,740
Due after ten years		471		454		963		957
U.S. Government agencies and mortgage backed securities		48,032		46,327		49,964		49,283
Corporate bonds		7,096		7,104		6,696		6,717
Total available-for-sale securities	$	76,409	$	74,322	$	77,773	$	77,153

Restricted Securities

The Company’s investment in FHLB stock totaled $3.4 million and $3.7 million at June 30, 2018 and December 31, 2017, respectively. The Company also had an investment in Federal Reserve Bank of Richmond (“FRB”) stock, which totaled $2.1 million at June 30, 2018 and $1.9 million at December 31, 2017. The investments in both FHLB and FRB stock are required investments related to the Bank’s membership in the FHLB and FRB. These securities do not have a readily determinable fair value as their ownership is restricted, and they lack an active market for trading. Additionally, per charter provisions related to the FHLB and FRB stock, all repurchase transactions of such stock must occur at par. Accordingly, these securities are carried at cost and are periodically evaluated for impairment.

Note 5: Loans

Loans are reported at their recorded investment, which is the outstanding principal balance net of any unearned income, such as deferred fees and costs, charge-offs, and acquisition accounting adjustments (discounts) on acquired loans. Interest on loans is recognized over the term of the loan and is calculated using the interest method on principal amounts outstanding. Loan origination

13

fees and certain direct origination costs are deferred and recognized as an adjustment of the related loan yield over the contractual term of the loan, adjusted for early pay-offs, where applicable.

All interest accrued but not collected for loans that are placed on non-accrual or charged off are reversed against interest income. Any subsequent interest received on these loans is accounted for on the cash basis or cost recovery method until qualifying for return to accrual. Generally, a loan is returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured, or it becomes well secured and in the process of collection.

The following is a summary of the balances of loans as of the dates stated.

	June 30, 2018			December 31, 2017
Mortgage loans on real estate:
Construction, Land and Land Development	$	81,059		$	66,042
Farmland		770			923
Commercial Mortgages (Non-Owner Occupied)		156,891			146,757
Commercial Mortgages (Owner Occupied)		80,258			80,052
Residential First Mortgages		285,477			269,365
Residential Revolving and Junior Mortgages		39,747			46,498
Commercial and Industrial		124,563			114,093
Consumer		32,767			42,566
Total loans		801,532			766,296
Net unamortized deferred loan costs		24			200
Allowance for loan losses		(7,113	)		(7,770	)
Loans, net	$	794,443		$	758,726

The recorded investment for past due and nonaccruing loans is shown in the following tables as of the dates stated. A loan past due by 90 days or more is generally placed on nonaccrual unless it is both well secured and in the process of collection. Loans presented below as 90 days or more past due and still accruing include PCI loans.

June 30, 2018	30-89 Days Past Due		90 Days or More Past Due and Still Accruing		Nonaccruals		Total Past Due and Nonaccruals		Current		Total Loans
Mortgage Loans on Real Estate:
Construction, Land and Land Development	$	250	$	—	$	538	$	788	$	80,271	$	81,059
Farmland		—		—		—		—		770		770
Commercial Mortgages (Non-Owner Occupied)		560		—		448		1,008		155,883		156,891
Commercial Mortgages (Owner Occupied)		121		—		939		1,060		79,198		80,258
Residential First Mortgages		2,323		65		1,055		3,443		282,034		285,477
Residential Revolving and Junior Mortgages		72		19		370		461		39,286		39,747
Commercial and Industrial		202		—		—		202		124,361		124,563
Consumer		351		3		124		478		32,289		32,767
Total loans	$	3,879	$	87	$	3,474	$	7,440	$	794,092	$	801,532

December 31, 2017	30-89 Days Past Due		90 Days or More Past Due and Still Accruing		Nonaccruals		Total Past Due and Nonaccruals		Current		Total Loans
Mortgage Loans on Real Estate:
Construction, Land and Land Development	$	261	$	—	$	1,237	$	1,498	$	64,544	$	66,042
Farmland		—		48		—		48		875		923
Commercial Mortgages (Non-Owner Occupied)		449		—		—		449		146,308		146,757
Commercial Mortgages (Owner Occupied)		573		—		1,752		2,325		77,727		80,052
Residential First Mortgages		2,670		141		1,942		4,753		264,612		269,365
Residential Revolving and Junior Mortgages		449		20		1,338		1,807		44,691		46,498
Commercial and Industrial		331		—		92		423		113,670		114,093
Consumer		288		4		135		427		42,139		42,566
Total loans	$	5,021	$	213	$	6,496	$	11,730	$	754,566	$	766,296

14

The following tables include an aging analysis, based upon contractual terms, of the recorded investment of PCI loans as of the dates stated, included in the tables above.

June 30, 2018	30-89 Days Past Due		90 Days or More Past Due and Still Accruing		Nonaccruals		Total Past Due and Nonaccruals		Current		Total PCI Loans
Mortgage Loans on Real Estate:
Construction, Land and Land Development	$	—	$	—	$	—	$	—	$	1,390	$	1,390
Commercial Mortgages (Non-Owner Occupied)		—		—		—		—		156		156
Commercial Mortgages (Owner Occupied)		121		—		—		121		182		303
Residential First Mortgages		23		65		—		88		3,599		3,687
Residential Revolving and Junior Mortgages		—		19		—		19		23		42
Consumer		—		3		—		3		57		60
Total purchased credit-impaired loans	$	144	$	87	$	—	$	231	$	5,407	$	5,638

December 31, 2017	30-89 Days Past Due		90 Days or More Past Due and Still Accruing		Nonaccruals		Total Past Due and Nonaccruals		Current		Total PCI Loans
Mortgage Loans on Real Estate:
Construction, Land and Land Development	$	—	$	—	$	—	$	—	$	1,405	$	1,405
Commercial Mortgages (Non-Owner Occupied)		—		—		—		—		171		171
Commercial Mortgages (Owner Occupied)		161		—		—		161		160		321
Residential First Mortgages		349		141		—		490		3,320		3,810
Residential Revolving and Junior Mortgages		—		20		—		20		29		49
Consumer		—		4		—		4		65		69
Total purchased credit-impaired loans	$	510	$	165	$	—	$	675	$	5,150	$	5,825

Note 6: Allowance for Loan Losses

The allowance for loan losses (“ALL”) reflects management’s judgment of probable loan losses inherent in the loan portfolio at the balance sheet date. Management uses a disciplined process and methodology to establish the ALL each quarter. To determine the total ALL, the Company estimates the reserves needed for each homogenous segment and class of the portfolio, and any loans analyzed individually for impairment. Depending on the nature of each segment and class, considerations include historical loss experience, adverse situations that may affect a borrower’s ability to repay, credit scores, past due history, estimated value of any underlying collateral, prevailing local and national economic conditions, and internal policies and procedures, including credit risk management and underwriting. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as conditions change.

The ALL consists of specific, general, and unallocated components. The specific component is determined by identifying impaired loans (as described below) then evaluating each one to calculate the amount of impairment. Impaired loans measured for impairment generally include (1) any loan risk rated Special Mention or worse where the borrower has filed for bankruptcy; and (2) all loans risk rated Substandard or worse with balances of $400 thousand or more; and (3) all loans classified as a troubled debt restructuring (“TDR”). A specific allowance arises when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component of the ALL collectively evaluates any loans not identified as impaired or evaluated as impaired and are grouped into segments and classes. Historical loss experience is calculated and applied to each segment or class, then adjusted for qualitative factors. Qualitative factors include changes in local and national economic indicators, such as unemployment rates, interest rates, gross domestic product growth, and real estate market trends; the level of past due and nonaccrual loans; risk ratings on individual loans; strength of credit policies and procedures; loan officer experience; borrower credit scores; and other intrinsic risks related to the types and geographic locations of loans. These qualitative adjustments reflect management’s judgment of risks inherent in the segments. An unallocated component is maintained if needed to cover uncertainties that could affect management’s estimate of probable losses. Changes in the allowance for loan losses and the related provision expense can materially affect net income.

15

Loans Evaluated for Impairment

The following tables show loans evaluated for impairment individually and collectively by segment as of the dates stated.

June 30, 2018	Mortgage Loans on Real Estate		Commercial and Industrial		Consumer and Other		Total
Allowance for loan losses applicable to:
Loans individually evaluated for impairment	$	1,125	$	—	$	131	$	1,256
Loans collectively evaluated for impairment		3,119		944		1,794		5,857
Purchased credit impaired loans		—		—		—		—
Total allowance on loan losses	$	4,244	$	944	$	1,925	$	7,113
Loan balances applicable to:
Loans individually evaluated for impairment	$	8,037	$	—	$	131	$	8,168
Loans collectively evaluated for impairment		630,587		124,563		32,576		787,726
Purchased credit impaired loans		5,578		—		60		5,638
Total loans	$	644,202	$	124,563	$	32,767	$	801,532
December 31, 2017
Allowance for loan losses applicable to:
Loans individually evaluated for impairment	$	861	$	92	$	141	$	1,094
Loans collectively evaluated for impairment		3,003		786		2,887		6,676
Purchased credit impaired loans		—		—		—		—
Total allowance on loan losses	$	3,864	$	878	$	3,028	$	7,770
Loan balances applicable to:
Loans individually evaluated for impairment	$	8,874	$	92	$	141	$	9,107
Loans collectively evaluated for impairment		595,007		114,001		42,356		751,364
Purchased credit impaired loans		5,756		—		69		5,825
Total loans	$	609,637	$	114,093	$	42,566	$	766,296

16

The following tables show an analysis of the change in the ALL by segment for the periods presented.

	Mortgage Loans on Real Estate			Commercial and Industrial			Consumer			Total
For the Three Months Ended June 30, 2018
Beginning Balance	$	4,190		$	1,043		$	2,690		$	7,923
(Charge-offs)		(83	)		(101	)		(335	)		(519	)
Recoveries		16			—			41			57
Provision (recovery)		121			2			(471	)		(348	)
Ending Balance	$	4,244		$	944		$	1,925		$	7,113
	Mortgage Loans on Real Estate			Commercial and Industrial			Consumer			Total
For the Three Months Ended June 30, 2017
Beginning Balance	$	3,421		$	528		$	44		$	3,993
(Charge-offs)		(141	)		—			(193	)		(334	)
Recoveries		10			1			3			14
Provision (recovery)		396			(73	)		245			568
Ending Balance	$	3,686		$	456		$	99		$	4,241
	Mortgage Loans on Real Estate			Commercial and Industrial			Consumer			Total
For the Six Months Ended June 30, 2018
Beginning Balance	$	3,864		$	878		$	3,028		$	7,770
(Charge-offs)		(114	)		(116	)		(677	)		(907	)
Recoveries		43			—			235			278
Provision (recovery)		451			182			(661	)		(28	)
Ending Balance	$	4,244		$	944		$	1,925		$	7,113
	Mortgage Loans on Real Estate			Commercial and Industrial			Consumer			Total
For the Six Months Ended June 30, 2017
Beginning Balance	$	3,318		$	493		$	52		$	3,863
(Charge-offs)		(273	)		—			(201	)		(474	)
Recoveries		88			1			5			94
Provision (recovery)		553			(38	)		243			758
Ending Balance	$	3,686		$	456		$	99		$	4,241

Purchased Credit Impaired Loans

The following table presents the changes in the accretable yield for PCI loans for the period presented.

	For the Six Months Ended
	June 30, 2018
Balance as of December 31, 2017	$	1,087
Accretion of acquisition accounting adjustment		(171	)
Reclassifications from nonaccretable balance, net		69
Other changes, net		175
Balance as of June 30, 2018	$	1,160

Internal Risk Rating Grades

All loans in the Company’s loan portfolio, with the exception of purchased consumer loans, are risk graded using loan risk grading software that employs a variety of algorithms based on detailed account characteristics to include borrower’s payment history on a total relationship basis as well as loan to value exposure. For non-homogenous loans, management reviews these resulting grade

17

assignments and makes adjustments to the final grade where appropriate based on an assessment of additional external information that may affect a particular loan. For purchased consumer loans, a loan is graded “substandard” when it is 90 days or more past due;otherwise, the loan is graded “pass”.

  Risk rating categories are as follows:

Pass – Borrower is strong or sound and collateral securing the loan, if any, is adequate.

Watch – Borrower exhibits some signs of financial stress but is generally believed to be a satisfactory customer and collateral, if any, may be in excess of 90% of the loan balance.

Special Mention – Adverse trends in the borrower’s financial position are evident and warrant management’s close attention. Any collateral may not be fully adequate to secure the loan balance.

Substandard – A loan in this category has a well-defined weakness in the primary repayment source that jeopardizes the timely collection of the debt. There is a distinct possibility that a loss may result if the weakness is not corrected.

Doubtful – Default has already occurred and it is likely that foreclosure or repossession procedures have begun or will begin in the near future. Weaknesses make collection or liquidation in full, based on currently existing information, highly questionable and improbable.

Loss – Uncollectible and of such little value that continuance as a bankable asset is not warranted.

The tables below show the risk ranking of loans as of the dates stated.

June 30, 2018	Construction, Land and Land Development		Farmland		Residential First Mortgages		Residential Revolving and Junior Mortgages		Commercial Mortgages (Non-Owner Occupied)		Commercial Mortgages (Owner Occupied)		Commercial and Industrial		Consumer		Total Loans
Grade:
Pass	$	72,229	$	770	$	273,382	$	37,869	$	151,342	$	73,781	$	121,571	$	11,225	$	742,169
Watch		6,673		—		7,779		1,165		4,946		4,798		1,691		21,264		48,316
Special mention		—		—		2,503		—		—		557		—		131		3,191
Substandard		2,157		—		1,813		713		603		1,122		1,301		142		7,851
Doubtful		—		—		—		—		—		—		—		5		5
Total loans	$	81,059	$	770	$	285,477	$	39,747	$	156,891	$	80,258	$	124,563	$	32,767	$	801,532

December 31, 2017	Construction, Land and Land Development		Farmland		Residential First Mortgages		Residential Revolving and Junior Mortgages		Commercial Mortgages (Non-Owner Occupied)		Commercial Mortgages (Owner Occupied)		Commercial and Industrial		Consumer		Total Loans
Grade:
Pass	$	55,949	$	923	$	256,614	$	43,659	$	140,625	$	67,732	$	110,281	$	12,431	$	688,214
Watch		6,690		—		8,624		1,376		5,931		10,076		2,373		29,917		64,987
Special mention		172		—		205		—		—		—		1,347		—		1,724
Substandard		3,231		—		3,922		1,463		201		2,244		92		218		11,371
Doubtful		—		—		—		—		—		—		—		—		—
Total loans	$	66,042	$	923	$	269,365	$	46,498	$	146,757	$	80,052	$	114,093	$	42,566	$	766,296

Impaired Loans

The following tables show the Company’s recorded investment and the borrowers’ unpaid principal balances for impaired loans, excluding PCI loans, with the associated ALL amount, if applicable, as of the dates stated.

18

	As of June 30, 2018						As of December 31, 2017
	Recorded Investment		Borrowers’ Unpaid Principal Balance		Related Allowance		Recorded Investment		Borrowers’ Unpaid Principal Balance		Related Allowance
With no related allowance:
Construction, Land and Land Development	$	93	$	164	$	—	$	900	$	1,378	$	—
Residential First Mortgages		1,598		1,852		—		1,488		1,488		—
Residential Revolving and Junior Mortgages		416		416		—		414		414		—
Commercial Mortgages (Non-owner occupied)		—		—		—		—		—		—
Commercial Mortgages (Owner occupied)		1,404		1,404		—		1,721		1,971		—
Commercial and Industrial		—		—		—		—		—		—
Consumer-Other		—		—		—		—		—		—
Total impaired loans with no related allowance		3,511		3,836		—		4,523		5,251		—
With an allowance recorded:
Construction, Land and Land Development		571		571		257		550		621		137
Residential First Mortgages		2,842		2,842		594		1,914		1,914		367
Residential Revolving and Junior Mortgages		130		527		67		1,340		1,340		162
Commercial Mortgages (Non-owner occupied)		448		448		46		—		—		—
Commercial Mortgages (Owner occupied)		535		535		161		547		586		195
Commercial and Industrial		—		—		—		92		92		92
Consumer-Other		131		131		131		141		141		141
Total impaired loans with allowance recorded		4,657		5,054		1,256		4,584		4,694		1,094
Total Impaired Loans:
Construction, Land and Land Development		664		735		257		1,450		1,999		137
Residential First Mortgages		4,440		4,694		594		3,402		3,402		367
Residential Revolving and Junior Mortgages		546		943		67		1,754		1,754		162
Commercial Mortgages (Non-owner occupied)		448		448		46		—		—		—
Commercial Mortgages (Owner occupied)		1,939		1,939		161		2,268		2,557		195
Commercial and Industrial		—		—		—		92		92		92
Consumer-Other		131		131		131		141		141		141
Total Impaired Loans	$	8,168	$	8,890	$	1,256	$	9,107	$	9,945	$	1,094

19

The following table shows the average recorded investment and interest income recognized for impaired loans, excluding PCI loans, for the periods presented.

	For the Three Months Ended								For the Six Months Ended
	June 30, 2018				June 30, 2017				June 30, 2018				June 30, 2017
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance:
Construction, land and land development	$	84	$	—	$	1,453	$	14	$	165	$	1	$	1,479	$	27
Residential First Mortgages		1,513		24		1,769		2		1,471		41		1,774		7
Residential Revolving and Junior Mortgages		415		1		162		—		415		3		162		1
Commercial Mortgages (Non-owner occupied)		—		—		247		5		—		—		248		8
Commercial Mortgages (Owner occupied)		1,385		20		1,689		4		1,380		32		1,777		11
Commercial and Industrial		—		—		—		—		—		—		—		—
Consumer - Other		—		3		—		—		—		—		—		—
Total impaired loans with no allowance		3,397		48		5,320		25		3,431		77		5,440		54
With an allowance recorded:
Construction, land and land development		571		8		236		1		553		17		238		2
Residential First Mortgages		2,623		36		1,938		23		2,386		67		1,942		47
Residential Revolving and Junior Mortgages		131		2		1,300		5		123		4		1,301		18
Commercial Mortgages (Non-owner occupied)		224		—		—		—		149		—		—		—
Commercial Mortgages (Owner occupied)		538		8		737		—		541		15		739		—
Commercial and Industrial		—		—		92		—		—		—		92		—
Consumer - Other		—		—		—		—		—		5		—		—
Total impaired loans with allowance recorded		4,087		54		4,303		29		3,752		108		4,312		67
Total Impaired Loans:
Construction, land and land development		655		8		1,689		15		718		18		1,717		29
Residential First Mortgages		4,136		60		3,707		25		3,857		108		3,716		54
Residential Revolving and Junior Mortgages		546		3		1,462		5		538		7		1,463		19
Commercial Mortgages (Non-owner occupied)		224		—		247		5		149		—		248		8
Commercial Mortgages (Owner occupied)		1,923		28		2,426		4		1,921		47		2,516		11
Commercial and Industrial		—		—		92		—		—		—		92		—
Consumer - Other		—		3		—		—		—		5		—		—
Total impaired loans	$	7,484	$	102	$	9,623	$	54	$	7,183	$	185	$	9,752	$	121

The following table presents a reconciliation of nonaccrual loans to impaired loans as of the dates stated.

	June 30, 2018			December 31, 2017
Nonaccrual loans	$	3,474		$	6,496
Nonaccrual loans not individually evaluated for impairment		(1,279	)		(854	)
Nonaccrual impaired loans		2,195			5,642
TDRs on accrual		3,803			2,214
Other impaired loans on accrual		2,170			1,251
Total impaired loans	$	8,168		$	9,107

20

Troubled Debt Restructuring

In some situations, for economic or legal reasons related to a borrower’s financial condition, management may grant a concession to a borrower that it would not otherwise consider. In cases where borrowers are granted new terms that provide for a reduction of either interest or principal or an extension of the maturity date at a stated interest rate lower than the current market rate for new debt with similar risks, the related loan is classified as a troubled debt restructuring. Management strives to identify borrowers in financial difficulty early and work with them to modify their loan to more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. Management measures all TDRs for impairment as noted below for impaired loans.

Loans modified as TDRs are considered impaired and are individually evaluated for impairment for the ALL. The following table presents, by segment, information related to loans modified as TDRs for the periods presented.

	For the Three Months Ended						For the Three Months Ended
	June 30, 2018						June 30, 2017
	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Residential first mortgages  (1)		1	$	30	$	30		—	$	—	$	—

(1) Modifications were an extension of the loan terms.

	For the Six Months Ended						For the Six Months Ended
	June 30, 2018						June 30, 2017
	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Residential first mortgages  (1)		4	$	590	$	594		—	$	—	$	—

(1) Modification were an extension of the loan terms.

No loans designated as TDRs subsequently defaulted in the first six months 2018 or 2017.

The following table presents a roll forward of accruing and nonaccruing TDRs for the period presented.

	Accruing			Nonaccruing			Total
Balance as of December 31, 2017	$	1,452		$	2,612		$	4,064
Charge-offs		—			(92	)		(92	)
Payments and other adjustments		(41	)		7			(34	)
New TDR designation		557			30			587
Release TDR designation		—			—			—
Transfer		1,835			(1,729	)		106
Balance as of June 30, 2018	$	3,803		$	828		$	4,631

Note 7: Other Real Estate Owned, net

The table below details the properties included in other real estate owned (“OREO”) as of the dates stated.

	June 30, 2018				December 31, 2017
	Number of		Carrying		Number of		Carrying
	Properties		Value		Properties		Value
Residential		3	$	945		5	$	443
Land		20		2,020		20		3,223
Commercial properties		3		536		4		618
Total other real estate owned		26		3,501		29		4,284

There was one $46 thousand collateralized consumer land loan and three collateralized residential mortgage loans totaling $230 thousand in the process of foreclosure as of June 30, 2018.

21

Note 8: Earnings per share

The following table shows the weighted average number of shares used in computing earnings per share and the effect on the weighted average number of shares of dilutive potential common stock. Basic earnings per share amounts are computed by dividing the net income (the numerator) by the weighted average number of common shares outstanding (the denominator). Diluted earnings per share amounts assume the conversion, exercise, or issuance of all potential common stock instruments, unless the effect is to reduce the loss or increase the earnings per common share. For both computations, the weighted average number of employee stock ownership plan (“ESOP”) shares not committed to be released to participant accounts purchased by the ESOP are not assumed to be outstanding. The weighted average ESOP shares excluded from the computation were 154,410 and 157,885 for the three and six months ended June 30, 2018, respectively. The weighted average ESOP shares excluded from the computation were 140,542 and 70,267 for the three and six months ended June 30, 2017, respectively. For the three months ended June 30, 2018 and 2017, options on 96,415 and 91,368 shares, respectively, were not included in computing diluted earnings per share because their effects would have been anti-dilutive. For the six months ended June 30, 2018 and 2017, options on 96,415 and 91,368 shares, respectively, were not included in computing diluted earnings per share because their effects would have been anti-dilutive.

	For the Three Months Ended				For the Six Months Ended
	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
Net income	$	946	$	557	$	2,070	$	380
Weighted average shares outstanding, basic		13,059,604		9,233,615		13,049,142		7,017,907
Dilutive shares:
Stock options		62,081		7,181		67,484		66,523
Restricted shares		4,734		—		5,021		—
Weighted average shares outstanding, dilutive		13,126,419		9,240,796		13,121,647		7,084,430
Basic and diluted earnings per share	$	0.07	$	0.06	$	0.16	$	0.05

Note 9: Employee Benefit Plans

The Company has a non-contributory, cash balance pension plan for employees who were vested in the plan as of December 31, 2012, when it was frozen (i.e., curtailed). Each participant’s account balance grows based on monthly interest credits. The Company funds pension costs in accordance with the funding provisions of the Employee Retirement Income Security Act (ERISA).

The Company also sponsored a post-retirement benefit plan covering retirees who were age 55 with 10 years of service or age 65 with five years of service prior to March 1, 2018, when the plan was curtailed. The Company recognized a gain on the curtailment of the post-retirement plan of $352 thousand at March 1, 2018, which is included in the consolidated statements of operations for the six months ended June 30, 2018. The post-retirement benefit plan provides coverage toward a retiree’s eligible medical and life insurance benefits expenses. The plan is unfunded and funded as benefits are paid.

Note 10: Borrowings

FHLB Borrowings

As of June 30, 2018 and December 31, 2017, the Bank had $70.0 million of outstanding FHLB borrowings, consisting of two advances. Advances on the FHLB lines are secured by a blanket lien on qualified one-to-four family real estate, commercial real estate, and multifamily residential loans. Immediate available credit, as of June 30, 2018, was $172.2 million against a total line of credit of $248.2 million.

Further information regarding the two advances outstanding as of June 30, 2018 are shown in the following table.

							Maturity
	Balance		Originated	Interest Rate			Date
Adjustable rate hybrid	$	10,000	4/12/2013		4.72	%	4/13/2020
Fixed rate credit		60,000	6/4/2018		1.97	%	7/3/2018
Total FHLB borrowings	$	70,000			3.35	%

Subordinated Notes

On May 28, 2015, the Company entered into a purchase agreement with 29 accredited investors under which the Company issued an aggregate of $7.0 million of subordinated notes (the “notes”) to the accredited investors. The notes have a maturity date of May 28, 2025 and bear interest, payable on the first of March and September of each year, at a fixed interest rate of 6.50% per year. The notes are not convertible into common stock or preferred stock and are not callable by the holders. The Company has the right to redeem the notes, in whole or in part, without premium or penalty, at any interest payment date on or after May 28, 2020, but in all cases in a

22

principal amount with integral multiples of $1,000, plus interest accrued and unpaid through the date of redemption. If an event of default occurs, such as the bankruptcy of the Company, the holder of a note may declare the principal amount of the notes to be due and immediately payable. The notes are unsecured, subordinated obligations of the Company and rank junior in right of payment to the Company’s existing and future senior indebtedness. The notes qualify as Tier 2 capital for regulatory reporting. The aggregate carrying value of the notes, including capitalized debt issuance costs, was $6.9 million at both June 30, 2018 and December 31, 2017. For the three months ended June 30, 2018 and 2017, the effective interest rate on the notes was 6.85% and 6.93%, respectively. For the six months ended June 30, 2018 and 2017, the effective interest rate on the notes was 6.85% and 6.87%, respectively.

ESOP Debt

The aggregate carrying value of debt secured by shares of Company stock, issued and outstanding, in the Company’s ESOP was $1.0 million at June 30, 2018 and $1.1 million at December 31, 2017 and is included in other liabilities on the consolidated balance sheets. The debt is comprised of five fixed rate-amortizing notes, four of which carry an interest rate of 3.25% and one that carries an interest rate of 4.50% with maturity dates ranging from March 1, 2019 to December 31, 2027. Shares that collateralize these loans are not allocated to ESOP participants’ accounts.

Note 11: Fair Value Measurements

The Company uses fair value to record certain assets and liabilities and to determine fair value disclosures. Authoritative accounting guidance clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value also assumes that the reporting entity would sell the asset or transfer the liability in the principal or most advantageous market.

Authoritative accounting guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The three levels of the fair value hierarchy based on these two types of inputs are as follows:

Level 1 –	Valuation is based on quoted prices in active markets for identical assets and liabilities.
Level 2 –	Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.
Level 3 –	Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements:

Available-for-sale securities: Available-for-sale securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third-party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2). In certain cases, where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy. The Company engages a third party to determine the fair value of its available-for-sale securities.

Mortgage servicing rights (“MSR”): The Company currently owns MSRs from two portfolios, one serviced for Fannie Mae (“FNMA”) and one serviced for Freddie Mac (“FHLMC”). The MSRs for the portfolios serviced for FNMA and FHLMC are recorded at fair value on a recurring basis, with changes in fair value recorded in the results of operations.

A model is used to determine fair value, which establishes pools of performing loans, calculates cash flows for each pool, and applies a discount rate to each pool. Loans are segregated into 14 pools based on each loan’s term and seasoning (age). All loans have fixed interest rates. Cash flows are then estimated by utilizing assumed service costs and prepayment speeds. Monthly service costs were assumed to be $6.50 per loan as of June 30, 2018 and as of December 31, 2017. Prepayment speeds are determined primarily based on the average interest rate of the loans in each pool. The prepayment scale used is the Public Securities Association (“PSA”) model, where “100% PSA” means prepayments are zero in the first month, then increase by 0.2% of the loan balance each month until reaching 6.0% in month 30. Thereafter, the 100% PSA model assumes an annual prepayment of 6.0% of the remaining loan balance. The average PSA speed assumption in the fair value model is 129% and 150% as of June 30, 2018 and December 31, 2017, respectively. A discount rate of 12.5% and 13.0% was then applied to each pool as of June 30, 2018 and as of December 31, 2017,

23

respectively. The discount rate is intended to represent the estimated market yield for the highest quality grade of comparable servicing. MSRsare classified as Level 3.

The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis as ofthe dates stated.

			Fair Value Measurements as of June 30, 2018 Using
	Balance as of June 30, 2018		Level 1		Level 2		Level 3
Available-for-sale securities:
U. S. Government agencies and mortgage backed    securities	$	46,327	$	—	$	46,327	$	—
State and municipal obligations		20,891		—		20,891		—
Corporate bonds		7,104		—		—		7,104
Total available for sale securities	$	74,322	$	—	$	67,218	$	7,104
Mortgage servicing rights	$	977	$	—	$	—	$	977

			Fair Value Measurements as of December 31, 2017 Using
	Balance as of December 31, 2017		Level 1		Level 2		Level 3
Available-for-sale securities:
U. S. Government agencies and mortgage backed securities	$	49,283	$	—	$	49,283	$	—
State and municipal obligations		21,153		—		21,153		—
Corporate bonds		6,717		—		—		6,717
Total available for sale securities	$	77,153	$	—	$	70,436	$	6,717
Mortgage servicing rights	$	999	$	—	$	—	$	999

The reconciliation of items using Level 3 inputs is as follows.

	MSR			Corporate Bonds
Balance December 31, 2017	$	999		$	6,717
Purchases		—			400
Fair value adjustments		(22	)		(13	)
Sales		—			—
Balance June 30, 2018	$	977		$	7,104

Certain assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.

The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the financial statements:

Impaired Loans: Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. The measurement of loss associated with impaired loans can be based on either the discounted cash flows of the loan or the fair value of the collateral, if any, less estimated costs to sell. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. Any given loan may have multiple types of collateral; however, the vast majority of the Company’s collateral is real estate. The value of real estate collateral is determined utilizing a market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level 2). However, if the collateral value is significantly adjusted due to differences in the comparable properties, or is discounted by the Company because of lack of marketability, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business’ financial statements if not considered significant. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Fair value adjustments are recorded in the period incurred as provision for loan losses on the consolidated statements of operations.

24

Other Real Estate Owned: OREO is measured at fair value less estimated costs to sell, based on an appraisal conducted by an independent, licensed appraiser. If the collateral value is significantly adjusted due to differences in the comparable properties, or is discounted by the Company because of lack of marketability, then the fair value is considered Level 3. Fair value adjustments, if any, are recorded in the period incurred and included in other noninterest expense on the consolidated statements of operations.

The following table summarizes the Company’s assets that were measured at fair value on a non-recurring basis as of the dates stated.

			Fair Value Measurements as of June 30, 2018 Using
	Balance as of June 30, 2018		Level 1		Level 2		Level 3
Impaired loans	$	4,657	$	—	$	—	$	4,657
Other real estate owned		3,501		—		—		3,501

			Fair Value Measurements as of December 31, 2017 Using
	Balance as of December 31, 2017		Level 1		Level 2		Level 3
Impaired loans	$	3,491	$	—	$	—	$	3,491
Other real estate owned		4,284		—		—		4,284

The following table displays quantitative information about Level 3 Fair Value Measurements as of June 30, 2018.

	Balance as of June 30, 2018		Valuation Technique	Unobservable Input	Range (Weighted Average)
Impaired loans	$	4,657	Discounted appraised value	Selling Cost Lack of Marketability	0%-30% (18%) 50%-100% (70%)
			Discounted cash flows	Discount rate	5%-6% (6%)
Other real estate owned		3,501	Discounted appraised value	Selling Cost Lack of Marketability	3%-13% (4%) 4%-100% (12%)

The following table displays quantitative information about Level 3 Fair Value Measurements as of December 31, 2017.

	Balance as of December 31, 2017		Valuation Technique	Unobservable Input	Range (Weighted Average)
Impaired loans	$	3,491	Discounted appraised value	Selling Cost Lack of Marketability	6%-20% (16%) 50%-90% (65%)
			Discounted cash flows	Discount rate	5%-6% (6%)
Other real estate owned		4,284	Discounted appraised value	Selling Cost Lack of Marketability	3%-13% (8%) 10%-100% (16%)

In 2018, the Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10), which requires public companies to use the exit price when measuring fair value of financial instruments measured at amortized cost. The Company engaged a third party to assist with the prospective measurement of the fair value of certain assets and liabilities measured on a nonrecurring basis. The fair values as of June 30, 2018 below were calculated using the exit prices, as promulgated by this standard, while the fair values as of December 31, 2017 were calculated using a discounted cash flows method or other methods; therefore, the tables below are not comparable.

The carrying values of cash and due from banks, interest-bearing deposits, certificates of deposit, federal funds sold or purchased, accrued interest receivable, loans held for sale, and noninterest-bearing deposits are payable on demand or are of such short duration that carrying value approximates market value.

The carrying value of restricted securities approximates fair value based on the redemption provisions of the issuer.

25

The fair value of performing loans is estimated by discounting the future cash flows using two sets of data sources. First, recent originations, occurring over the prior twelve months, were evaluated, and second, market data showing originations over the prior three months was evaluated. The selected rate was the greater of the two sources. For all loans other than a selective consumer loan portfolio, credit loss severity rates were calculated using the probability of default and the loss given default percentages derived from market data. For the consumer loan portfolio, historical delinquency data was obtained by the servicer of the portfolio. The fair value of impaired loans is measured as described within the Impaired Loans section of this note. The fair value of loans does consider the lack of liquidity and uncertainty in the market that might affect the valuation.

Time deposits are presented at estimated fair value by discounting the future cash flows using recent issuance rates over the prior three months and a market rate analysis of recent offering rates.

The fair value of the Company’s subordinated notes is estimated by utilizing recent issuance rates for subordinated debt offerings of similar issuer size.

The fair value of the FHLB advances is estimated by discounting the future cash flows using current interest rates offered for similar advances.

The fair value of commitments to extend credit is estimated using the fees currently charged to enter similar agreements, taking into account the remaining terms of the agreements and the present credit worthiness of the counter parties. For fixed rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of standby letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counter parties at the reporting date. At June 30, 2018 and December 31, 2017, the fair value of loan commitments and standby letters of credit was immaterial, and therefore not included in the table above.

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair value of the Company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

The following table summarizes the Company’s assets and liabilities at carrying values and estimated fair values on a nonrecurring basis as of the dates stated.

					Fair Value Measurements as of June 30, 2018 Using
	Carrying value as of		Fair Value as of
	June 30, 2018		June 30, 2018		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from banks	$	8,319	$	8,319	$	8,319	$	—	$	—
Interest-bearing deposits		28,263		28,263		28,263		—		—
Certificates of deposit		3,224		3,224		—		3,224		—
Federal funds sold		1,944		1,944		1,944		—		—
Restricted securities		6,190		6,190		—		6,190		—
Loans receivable, net		794,443		781,194		—		—		781,194
Loans held for sale		669		669		—		669		—
Accrued interest receivable		2,954		2,954		—		—		2,954
Financial Liabilities:
Noninterest-bearing liabilities		108,943		108,943		108,943		—		—
Savings and interest-bearing demand deposits		296,206		296,206		—		296,206		—
Time deposits		369,917		370,430		—		370,430		—
Securities sold under repurchase agreements		7,008		7,008		—		7,008		—
FHLB advances		70,000		69,634		—		69,634		—
Subordinated notes		6,885		7,049		—		7,049		—

26

					Fair Value Measurements as of December 31, 2017 Using
	Carrying value as of		Fair Value as of
	December 31, 2017		December 31, 2017		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from banks	$	9,396	$	9,396	$	9,396	$	—	$	—
Interest-bearing deposits		41,971		41,971		41,971		—		—
Certificates of deposit		3,224		3,224		—		3,224		—
Federal funds sold		6,961		6,961		6,961		—		—
Restricted securities		5,787		5,787		—		5,787		—
Loans receivable, net		758,726		774,099		—		—		774,099
Loans held for sale		1,651		1,651		—		1,651		—
Accrued interest receivable		3,194		3,194		—		—		3,194
Financial Liabilities:
Noninterest-bearing liabilities		103,037		103,037		103,037		—		—
Savings and interest-bearing demand deposits		299,820		299,820		—		299,820		—
Time deposits		358,989		356,450		—		-		356,450
Securities sold under repurchase agreements		9,498		9,498		—		9,498		—
FHLB advances		70,000		70,486		—		70,486		—
Subordinated notes		6,877		7,000		—		—		7,000

Note 12: Changes in Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) net of taxes are shown in the following tables for the periods presented.

	For the Three Months Ended  June 30, 2018
	Net Unrealized Gains (Losses) on Securities			Pension and Post-retirement Benefit Plans			Accumulated Other Comprehensive Income (Loss)
Balance as of April 1, 2018	$	(1,433	)	$	(667	)	$	(2,100	)
Change in net unrealized holding loss on available for sale    securities, net of tax benefit of $57		(215	)		—			(215	)
Balance as of June 30, 2018	$	(1,648	)	$	(667	)	$	(2,315	)
	For the Six Months Ended June 30, 2018
	Net Unrealized Gains (Losses) on Securities			Pension and Post-retirement Benefit Plans			Accumulated Other Comprehensive Income (Loss)
Balance as of January 1, 2018	$	(489	)	$	(667	)	$	(1,156	)
Change in net unrealized holding loss on available for sale    securities, net of tax benefit of $308		(1,159	)		—			(1,159	)
Balance as of June 30, 2018	$	(1,648	)	$	(667	)	$	(2,315	)

27

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to assist in understanding the results of operations and the financial condition of Bay Banks of Virginia, Inc. (the “Company”). This discussion should be read in conjunction with the consolidated financial statements and the notes thereto included in Item 1 of this Form 10-Q and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (“the 2017 Form 10-K”).

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains statements concerning the Company’s expectations, plans, objectives, future financial performance, and other statements that are not historical facts. These statements may constitute “forward-looking statements” as defined by federal securities laws. These statements may address issues that involve estimates and assumptions made by management, risks and uncertainties, and actual results could differ materially from historical results or those anticipated by such statements. These forward-looking statements include statements about expectations regarding the merger between the Company and Virginia BanCorp Inc. (“Virginia BanCorp”), the Company’s plans, obligations, expectations and intentions, and other statements that are not historical facts. Words such as “anticipates,” “believes,” “intends,” “should,” “expects,” “will,” and variations of similar expressions are intended to identify forward-looking statements. Factors that could have a material adverse effect on the operations and future prospects of the Company include, but are not limited to, disruptions to customer and employee relationships and business operations caused by the merger; the ability to implement integration plans associated with the merger, which integration may be more difficult, time-consuming or costly than expected; the ability to achieve the cost savings and synergies contemplated by the merger within the expected timeframe, or at all; changes in interest rates, general economic conditions, the legislative/regulatory climate, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System; the quality or composition of the loan or investment portfolios; demand for loan products; deposit flows; competition; expansion activities; demand for financial services in the Company’s market area; accounting principles, policies, and guidelines; changes in banking, tax, and other laws and regulations and interpretations or guidance thereunder; and other factors detailed in the Company’s publicly filed documents, including the factors described in Item 1A., “Risk Factors,” in the 2017 Form 10-K. These risks and uncertainties should be considered in evaluating the forward-looking statements contained herein, and readers are cautioned not to place undue reliance on such statements, which speak only as of the date they are made.

EXECUTIVE SUMMARY

MERGER WITH VIRGINIA BANCORP

On April 1, 2017, the Company and Virginia BanCorp, a bank holding company conducting substantially all of its operations through its subsidiary, Virginia Commonwealth Bank, completed a merger pursuant to the Agreement and Plan of Merger, dated as of November 2, 2016, by and between the Company and Virginia BanCorp (the “Merger”). The Company was the surviving corporation in the Merger, and the former shareholders of Virginia BanCorp received 1.178 shares of the Company’s common stock for each share of Virginia BanCorp common stock they owned immediately prior to the Merger, for a total issuance of 4,586,221 shares of the Company’s common stock valued at approximately $42.2 million at the time of closing. As of the completion of the Merger, the Company’s legacy shareholders owned approximately 51% of the outstanding common stock of the Company and Virginia BanCorp’s former shareholders owned approximately 49% of the outstanding common stock of the Company. After the Merger, Virginia BanCorp’s subsidiary bank was merged with and into Bank of Lancaster, a wholly-owned subsidiary of the Company, and immediately thereafter Bank of Lancaster changed its name to Virginia Commonwealth Bank (the “Bank”).

Pursuant to the Merger, the Company acquired approximately $329.1 million in assets, including $266.1 million of loans, and assumed approximately $294.5 million in liabilities. Merger related costs incurred by the Company were $363 thousand and $985 thousand for the first six months of 2018 and 2017, respectively.

The financial information for the periods ended June 30, 2017 and June 30, 2018 presented herein reflects the combined operations of the business combination since the effective time of the Merger, April 1, 2017.

All dollar amounts included in the tables of this discussion are in thousands, except per share data, unless otherwise stated.

GENERAL

The principal source of earnings for the Company is net interest income. Net interest income is the amount by which interest income exceeds interest expense. Net interest margin is net interest income expressed as a percentage of average interest-earning assets. Changes in the volume and/or mix of interest-earning assets and interest-bearing liabilities, the associated yields and rates, the level of noninterest-bearing deposits, and the volume of nonperforming assets have an effect on net interest income, net interest margin, and net income.

28

OVERVIEW OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

• Net income for the three months ended June 30, 2018 and 2017 was $946 thousand and $557 thousand, respectively, an increase of $389 thousand. Diluted earnings per share was $0.07 for the three months ended June 30, 2018 compared to $0.06 for the three months ended June 30, 2017. Net income for the six months ended June 30, 2018 and 2017 was $2.1 million and $380 thousand, respectively, an increase of $1.7 million. Diluted earnings per share was $0.16 for the six months ended June 30, 2018 compared to $0.05 for the six months ended June 30, 2017.

• Income before income taxes was $1.1 million and $811 thousand for the three months ended June 30, 2018 and 2017, respectively, which included $0 and $685 thousand of merger related costs, respectively. Income before income taxes was $2.5 million and $513 thousand for the six months ended June 30, 2018 and 2017, respectively, which included $363 thousand and $985 thousand of merger related costs, respectively.

• Return on average assets (annualized) increased to 0.38% and 0.43% for the three and six months ended June 30, 2018, respectively, from 0.26% and 0.12% for the comparable 2017 periods.

• Return on average equity (annualized) increased to 3.28% and 3.63% for the three and six months ended June 30, 2018, respectively, from 2.65% and 1.21% for the comparable 2017 periods.

• Total assets increased $12.7 million to $983.2 million from $970.6 million in the first six months of 2018.

• Gross loans increased by $35.1 million, or 4.6% (over 9% annualized), during the first six months of 2018. Excluding the pay down of approximately $38 million in the first six months of 2018 of purchased portfolio loans, including those acquired in the Merger, gross loan growth on an annualized basis was approximately 19%.

• Total deposits increased by $13.2 million to $775.1 million from $761.8 million in the first six months of 2018.

• Asset quality improved during the first half of 2018 with the ratio of nonperforming assets to total assets declining to 0.71% as of June 30, 2018 compared to 1.12% as of December 31, 2017.

• Capital levels and regulatory capital ratios for the Bank were above regulatory minimums for well-capitalized banks.

29

RESULTS OF OPERATIONS

NET INTEREST INCOME AND NET INTEREST MARGIN

The following table presents average interest-earning assets and interest-bearing liabilities, tax-equivalent yields on such assets and rates (costs) paid on such liabilities, net interest margin, and net interest spread, as of and for the periods stated.

	Average Balances, Income and Expense, Yields and Rates
	Three Months Ended							Three Months Ended
	June 30, 2018							June 30, 2017
	Average Balance		Income/ Expense		Yield/ Cost			Average Balance		Income/ Expense		Yield/ Cost
INTEREST-EARNING ASSETS:
Taxable securities	$	61,309	$	497		3.24	%	$	44,390	$	348		3.13	%
Tax-exempt securities (1)		19,163		148		3.09	%		19,235		173		3.60	%
Total securities		80,472		645		3.21	%		63,625		521		3.27	%
Gross loans (2) (3)		798,353		9,745		4.88	%		684,629		8,326		4.86	%
Interest-bearing deposits and federal funds sold		31,437		131		1.67	%		38,393		86		0.90	%
Certificates of deposits		3,224		18		2.23	%		3,426		18		2.09	%
Total interest-earning assets	$	913,486	$	10,539		4.61	%	$	790,073	$	8,951		4.53	%
INTEREST-BEARING LIABILITIES:
Savings deposits	$	62,739	$	49		0.31	%	$	65,835	$	33		0.20	%
Demand deposits		79,776		42		0.21	%		91,919		40		0.17	%
Time deposits (4)		370,350		1,353		1.47	%		288,324		813		1.13	%
Money market deposits		153,398		352		0.92	%		128,640		191		0.59	%
Total deposits		666,263		1,796		1.08	%		574,718		1,077		0.75	%
Federal funds purchased		—		—		0.00	%		—		—		0.00	%
Securities sold under repurchase agreements		6,402		4		0.25	%		9,520		4		0.17	%
Subordinated notes and ESOP debt		7,969		128		6.42	%		6,867		119		6.95	%
FHLB advances		66,593		386		2.32	%		76,630		248		1.29	%
Total interest-bearing liabilities	$	747,227	$	2,314		1.24	%	$	667,735	$	1,448		0.87	%
Net interest income and net interest margin (5)			$	8,225		3.60	%			$	7,503		3.80	%
Noninterest-bearing deposits	$	107,992						$	95,264
Total cost of funds						1.08	%						0.76	%
Net interest spread (6)						3.38	%						3.66	%

(1) Income and yield on tax-exempt securities assumes a federal income tax rate of 21% and 34% for the 2018 and 2017 periods, respectively.

(2) Includes loan fees and nonaccrual loans.

(3) Includes accretion of fair value adjustments (discounts) on loans of $547 thousand and $451 thousand for the three months ended June 30, 2018 and June 30, 2017, respectively.

(4) Includes amortization of fair value adjustments on time deposits of $42 thousand and $117 thousand for the three months ended June 30, 2018 and June 30, 2017, respectively.

(5) Net interest margin is net interest income divided by average interest-earning assets.

(6) Net interest spread is the yield on average interest-earning assets less the cost of average interest-bearing liabilities.

Interest income for the three months ended June 30, 2018, on a taxable-equivalent basis, was $10.5 million, an increase of $1.6 million from the second quarter of 2017, primarily driven by higher average interest-earning assets of $913.5 million in the 2018 period compared to $790.1 million in the 2017 period, an increase of $123.4 million. This increase in average interest-earning assets was primarily attributable to organic loan growth and higher yields on loans and securities due to the increasing interest rate environment.

Interest expense for the three months ended June 30, 2018 was $2.3 million, an increase of $866 thousand from the second quarter of 2017, primarily driven by higher average interest-bearing liabilities of $747.2 million in the 2018 period compared to $667.7 million in the 2017 period, an increase of $79.5 million. This increase in average interest-bearing liabilities was primarily attributable to organic retail deposit growth, particularly time deposits. Also contributing to the increase in interest expense in the second quarter of 2018 compared to the second quarter of 2017 was higher rates paid on deposits (1.08% and 0.75% for the second quarters of 2018 and 2017, respectively) and Federal Home Loan Bank of Atlanta (“FHLB”) advances (2.32% and 1.29% for the second quarter of 2018 and 2017, respectively) due to the increasing interest rate environment.

30

Due to the changes in interest income and interest expense discussed above, net interest income for the three months ended June 30, 2018, on a taxable-equivalent basis, was $8.2 million, an increase of $722 thousand from the second quarter of 2017.

Net interest margin was 3.60% and 3.80% for the three months ended June 30, 2018 and 2017, respectively. This decrease is primarily attributable to the increase in funding costs, partially offset by the effects of higher accretion of fair value adjustments (discounts) on acquired loans ($547 thousand and $451 thousand for 2018 and 2017, respectively) and the amortization of fair value adjustments (premium) on time deposits ($42 thousand and $117 thousand for 2018 and 2017, respectively). Excluding the acquisition accounting adjustments on loans and time deposits, net interest margin was 3.34% in the 2018 period compared to 3.51% in the 2017 period.

The following table presents average interest-earning assets and interest-bearing liabilities, tax-equivalent yields on such assets and rates (costs) paid on such liabilities, and net interest margin, as of and for the periods stated

	Average Balances, Income and Expense, Yields and Rates
	Six Months Ended							Six Months Ended
	June 30, 2018							June 30, 2017
	Average Balance		Income/ Expense		Yield/ Cost			Average Balance		Income/ Expense		Yield/ Cost
INTEREST-EARNING ASSETS:
Taxable securities	$	62,075	$	894		2.88	%	$	36,096	$	617		3.42	%
Tax-exempt securities (1)		19,218		300		3.12	%		19,196		345		3.60	%
Total securities		81,293		1,194		2.94	%		55,292		962		3.48	%
Gross loans (2) (3)		786,973		19,729		5.01	%		539,156		12,714		4.72	%
Interest-bearing deposits and federal funds sold		37,528		304		1.62	%		23,294		94		0.81	%
Certificates of deposits		3,224		37		2.30	%		3,744		37		1.96	%
Total interest-earning assets	$	909,018	$	21,264		4.68	%	$	621,486	$	13,807		4.44	%
INTEREST-BEARING LIABILITIES:
Savings deposits	$	32,494	$	92		0.29	%	$	55,136	$	58		0.21	%
Demand deposits		82,598		83		0.20	%		68,343		63		0.18	%
Time deposits (4)		368,582		2,568		1.40	%		209,401		1,251		1.19	%
Money market deposits		151,239		657		0.87	%		109,098		335		0.61	%
Total deposits		634,913		3,400		1.02	%		441,978		1,707		0.77	%
Federal funds purchased		—		—		0.00	%		1,339		10		1.54	%
Securities sold under repurchase agreements		7,008		7		0.20	%		8,876		7		0.16	%
Subordinated notes and ESOP debt		7,987		256		6.41	%		6,865		236		6.86	%
FHLB advances		66,796		699		2.09	%		59,542		402		1.35	%
Total interest-bearing liabilities	$	716,704	$	4,362		1.17	%	$	518,600	$	2,362		0.91	%
Net interest income and net interest margin (5)			$	16,902		3.72	%			$	11,445		3.68	%
Noninterest-bearing deposits	$	103,424						$	83,510
Total cost of funds						1.02	%						0.78	%
Net interest spread (6)						3.51	%						3.53	%

(1) Income and yield on tax-exempt securities assumes a federal income tax rate of 21% and 34% for the 2018 and 2017 periods, respectively.

(2) Includes loan fees and nonaccrual loans.

(3) Includes accretion of fair value adjustments (discounts) on loans of $1.1 million and $451 thousand for the six months ended June 30, 2018 and June 30, 2017, respectively.

(4) Includes amortization of fair value adjustments on time deposits of $110 thousand and $117 thousand for the six months ended June 30, 2018 and June 30, 2017, respectively.

(5) Net interest margin is net interest income divided by average interest-earning assets.

(6) Net interest spread is the yield on average interest-earning assets less the cost of average interest-bearing liabilities.

Interest income for the six months ended June 30, 2018, on a taxable-equivalent basis, was $21.3 million, an increase of $7.5 million from the first six months of 2017, primarily driven by higher average interest-earning assets of $909.0 million in the 2018 period compared to $621.5 million in the 2017 period, an increase of $287.5 million. This increase in average interest-earning assets was primarily attributable to interest-earning assets acquired in the Merger included from the effective date of the Merger and organic loan growth. Also contributing to the increase in interest income in the first six months of 2018 compared to the first six months of 2017 were higher yields on loans due to the increasing interest rate environment and higher accretion of discounts on acquired loans of $1.1 million in the 2018 period compared to $451 thousand in the 2017 period.

31

Interest expense for the six months ended June 30, 2018 was $4.4 million, an increase of $2.0 million from the first six months of 2017, primarily driven by higher average interest-bearing liabilities of $716.7 million in the 2018 period compared to $518.6 million in the 2017 period, an increase of $198.1 million. This increase in average interest-bearing liabilities was primarily attributable to liabilities assumed in the Merger and organic deposit growth. Also contributing to the increase in interest expense in the first six months of 2018 compared to the first six months of 2017 was higher rates paid on deposits (1.02% and 0.77% for the second half of 2018 and 2017, respectively)and FHLB advances (2.09% and 1.35% for the first six months of 2018 and 2017, respectively) and due to the increasing interest rate environment.

Due to the changes in interest income and interest expense discussed above, net interest income for the six months ended June 30, 2018, on a taxable-equivalent basis, was $16.9 million, an increase of $5.5 million from the second half of 2017.

Net interest margin was 3.72% and 3.68% for the six months ended June 30, 2018 and 2017, respectively. This increase is primarily attributable to the effects of accretion of discounts on acquired loans, partially offset by increased funding costs. Excluding the acquisition accounting adjustments on loans and time deposits, net interest margin was 3.35% in the 2018 period compared to 3.50% in the 2017 period.

Loans acquired in the Merger were discounted to estimated fair value (for credit losses and interest rates) as of the effective date of the Merger. A portion of the acquisition accounting adjustments (discounts) to record the acquired loans at estimated fair value is being recognized (accreted) into interest income over the estimated remaining life of the loans for those loans that were deemed to be, as of the Merger date, purchased performing and over the period of expected cash flows from the loans that were deemed to be purchased credit-impaired (or “PCI”). The amount of accretion income recognized within a period is based on many factors, including among other factors, loan prepayments and curtailments; therefore, amounts recognized are subject to volatility.

A time deposit (certificate of deposit) fair value adjustment was also recorded as of the Merger date, which represents a premium over the value of the contractual repayments of fixed-maturity deposits using prevailing market interest rates for similar term deposits. The resulting fair value adjustment is being amortized into interest expense on a level-yield basis over the weighted average remaining life of the acquired time deposit portfolio.

The following table presents the effect of acquisition accounting adjustments (accretion of loan discounts and amortization of time deposits) on net interest margin for the periods stated:

	Three Months Ended						Six Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Net interest margin		3.60	%		3.80	%		3.72	%		3.68	%
Acquisition accounting adjustments effect (1)		0.26	%		0.29	%		0.37	%		0.18	%
Net interest margin excluding the effect of acquisition accounting adjustments		3.34	%		3.51	%		3.35	%		3.50	%

(1) Acquisition accounting adjustments for the three and six months ended June 30, 2018 include accretion of discounts on acquired loans of $547 thousand and $1.1 million, respectively, and amortization of premium on acquired time deposits of $42 thousand and $110 thousand, respectively. Acquisition accounting adjustments for the three and six months ended June 30, 2017 include accretion of discounts on acquired loans and amortization of premium on acquired time deposits of $451 thousand and $117 thousand, respectively.

PROVISION FOR LOAN LOSSES

Provision for loan losses was ($348) thousand for the three months ended June 30, 2018, while the provision for loan losses was $568 thousand in the same period of 2017. Provision for loan losses was ($28) thousand for the six months ended June 30, 2018, while provision for loan losses for the first half of 2017 was $758 thousand in the same period of 2017. The recovery of loan losses in the second quarter of 2018 is primarily due to the correction of an amount incorrectly recorded in the Company’s year-end 2017 allowance for loan losses for acquired loans and the decline in reserve levels for a select portfolio of consumer loans as these loan balances continue to decline. These releases were partially offset by provision recorded for organic loan growth and acquired loan charge-offs in excess of available discounts on individual loans. The Company evaluated the materiality of the error in accordance with SEC Staff Accounting Bulletin No. 99, Materiality, SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements, and Accounting Standards Codification 250, Accounting for Changes and Error Corrections, and concluded the error was immaterial to all periods impacted.

NONINTEREST INCOME

The following tables present a summary of noninterest income and the dollar and percentage change for the periods presented. Noninterest income for the six months ended June 30, 2017 included the operations of Virginia BanCorp since the effective date of the Merger.  

32

	Three Months Ended
	June 30, 2018		June 30, 2017		$ Change			% Change
Income from fiduciary activities	$	198	$	229	$	(31	)		-13.5	%
Service charges and fees on deposit accounts		152		246		(94	)		-38.2	%
Non-deposit product income		282		115		167			145.2	%
Interchange fees, net		124		129		(5	)		-3.9	%
Other service charges and fees		30		45		(15	)		-33.3	%
Secondary market lending income		243		86		157			182.6	%
Increase in cash surrender value of bank owned life insurance		124		133		(9	)		-6.8	%
Net gains on sale of available-for-sale securities		—		7		(7	)		-100.0	%
Other income		10		91		(81	)		-89.0	%
Total non-interest income	$	1,163	$	1,081	$	82			7.6	%

	Six Months Ended
	June 30, 2018			June 30, 2017		$ Change			% Change
Income from fiduciary activities	$	445		$	474	$	(29	)		-6.1	%
Service charges and fees on deposit accounts		287			458		(171	)		-37.3	%
Non-deposit product income		414			195		219			112.3	%
Interchange fees, net		116			204		(88	)		-43.1	%
Other service charges and fees		61			77		(16	)		-20.8	%
Secondary market lending income		376			201		175			87.1	%
Increase in cash surrender value of bank owned life insurance		251			208		43			20.7	%
Net gains on sale of available-for-sale securities		—			2		(2	)		100.0	%
Net losses on disposition of other assets		(69	)		—		(69	)		-100.0	%
Gain on curtailment of post-retirement benefit plan		352			—		352			100.0	%
Other income		101			152		(51	)		-33.6	%
Total non-interest income	$	2,334		$	1,971	$	363			18.4	%

Noninterest income in the six months ended June 30, 2018 included a gain of $352 thousand on the curtailment of the Company’s post-retirement benefit plan effective March 1, 2018. The increase in non-deposit product income is due to higher commissions earned by VCBFG.

NONINTEREST EXPENSE

The following tables present a summary of noninterest expense and the dollar and percentage change for the periods presented. Noninterest expenses for the six months ended June 30, 2017 included the operations of Virginia BanCorp from the effective date of the Merger.

	Three Months Ended
	June 30, 2018		June 30, 2017			$ Change			% Change
Salaries and employee benefits	$	4,273	$	3,321		$	952			28.7	%
Occupancy		882		693			189			27.3	%
Data processing		837		394			443			112.4	%
Bank franchise tax		177		142			35			24.6	%
Telecommunications		131		76			55			72.4	%
FDIC assessments		187		111			76			68.5	%
Foreclosed property		53		59			(6	)		-10.2	%
Consulting		346		97			249			256.7	%
Advertising and marketing		153		54			99			183.3	%
Directors’ fees		68		209			(141	)		-67.5	%
Audit and accounting fees		240		217			23			10.6	%
Legal		119		13			106			815.4	%
Merger related		—		685			(685	)		-100.0	%
Intangible amortization		203		234			(31	)		100.0	%
Net other real estate owned losses (gains)		84		(3	)		87			-2900.0	%
Other		809		844			(35	)		-4.1	%
Total non-interest expense	$	8,562	$	7,146		$	1,416			19.8	%

33

Noninterest expenses associated with the succession of the Company’s CFO was approximately $200 thousand in the three months ended June 30, 2018. Higher consulting fees were primarily related to projects in process, such as enterprise risk management, and a Sarbanes-Oxley readiness assessment, and legal fees incurred in the preparation of the annual proxy.

	Six Months Ended
	June 30, 2018			June 30, 2017		$ Change			% Change
Salaries and employee benefits	$	8,379		$	6,145	$	2,234			36.4	%
Occupancy		1,677			1,132		545			48.1	%
Data processing		1,385			598		787			131.6	%
Bank franchise tax		353			218		135			61.9	%
Telecommunications		237			104		133			127.9	%
FDIC assessments		370			196		174			88.8	%
Foreclosed property		65			69		(4	)		-5.8	%
Consulting		729			151		578			382.8	%
Advertising and marketing		221			127		94			74.0	%
Directors’ fees		236			331		(95	)		-28.7	%
Audit and accounting fees		603			245		358			146.1	%
Legal		249			95		154			162.1	%
Merger related		363			985		(622	)		-63.1	%
Intangible amortization		414			234		180			100.0	%
Net other real estate owned (gains) losses		(57	)		93		(150	)		-161.3	%
Other		1,459			1,305		154			11.8	%
Total non-interest expense	$	16,683		$	12,028	$	4,655			38.7	%

There were no merger related expenses reported in the three months ended June 30, 2018. Expenses associated with the succession of the Company’s CFO and fees incurred in the first half of 2018 in the completion of the Company’s 2017 year-end reporting were approximately $1.2 million. Expenses associated with these items are primarily recorded in consulting, audit and accounting fees, and legal.

The table below presents the income tax expense and effective tax rate for the periods presented.

	Three Months Ended						Six Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Income tax expense	$	197		$	254		$	447		$	133
Effective tax rate		17.2	%		31.3	%		17.8	%		25.9	%

Lower effective tax rates in the 2018 periods reflected the Tax Cuts and Jobs Act of 2017 enacted in December 2017, which reduced the federal corporate marginal income tax rate from 34% to 21%, effective January 1, 2018.

ASSET QUALITY

Loans charged-off during the second quarter of 2018, net of recoveries, totaled $462 thousand compared to $320 thousand for the second quarter 2017. This represents a slight increase in the annualized net charge-off ratio to 0.23% for the second quarter of 2018 compared to 0.20% for the second quarter of 2017. For the six months ended June 30, 2018, the annualized net charge off ratio was 0.16% compared to 0.14% for the six months ended June 30, 2017.

The ratio of allowance for loan losses (“ALL”) to gross loans was 0.89% as of June 30, 2018 compared to 1.01% as of December 31, 2017. Gross Loans is inclusive of loans acquired in the Merger, which were recorded at fair value as of the date of the Merger.

34

The following table presents certain asset quality measures as of the dates stated.

	June 30, 2018			December 31, 2017
Loans 90 days or more past due and still accruing (1)	$	—		$	48
Nonaccrual loans (1)		3,474			6,496
Total nonperforming loans		3,474			6,544
Other real estate owned, net		3,501			4,284
Total nonperforming assets	$	6,975		$	10,828
Allowance for loan losses	$	7,113		$	7,770
ALL to gross loans		0.89	%		1.01	%
Nonperforming assets to total assets		0.71	%		1.12	%
Nonperforming loans to gross loans		0.43	%		0.85	%

(1) Excludes PCI loans.

FINANCIAL CONDITION

Total assets increased by $12.7 million to $983.2 million as of June 30, 2018 from $970.6 million as of December 31, 2017, primarily due to organic loan growth in the first half of 2018. Cash, including federal funds sold and interest-bearing deposits, was $38.5 million and $58.3 million as of June 30, 2018 and December 31, 2017, respectively.

The following tables present information about the Company’s securities portfolio on a taxable-equivalent basis as of the dates stated and year-to-date periods presented. The decline in fair value of $2.8 million since year-end 2017 was primarily attributable to amortization and to an increase in unrealized losses of $1.2 million, primarily due to an increase in interest rates. As of June 30, 2018, available-for-sale securities represented 7.6% of total assets compared to 7.9% as of December 31, 2017.

	June 30, 2018
	Amortized Cost		Fair Value		Weighted Average Life in Years		Weighted Average Yield
U.S. Government agencies and mortgage backed securities	$	48,032	$	46,327	6.21			2.22	%
State and municipal obligations		21,281		20,891		5.17		3.12	%
Corporate bonds		7,096		7,104		4.95		5.37	%
Total available-for-sale securities		76,409		74,322		5.44		2.74	%
Restricted Securities		6,190		6,190	n/a			5.49	%
Total securities	$	82,599	$	80,512				2.94	%

	December 31, 2017
	Amortized Cost		Fair Value		Weighted Average Life in Years		Weighted Average Yield
U.S. Government agencies and mortgage backed securities	$	49,964	$	49,283	5.76			1.76	%
State and municipal obligations		21,113		21,153		5.45		3.47	%
Corporate bonds		6,696		6,717		5.16		6.41	%
Total available-for-sale securities		77,773		77,153		5.46		2.79	%
Restricted Securities		5,787		5,787	n/a			6.54	%
Total securities	$	83,560	$	82,940				3.02	%

During the six months ended June 30, 2018, gross loans increased by $35.1 million, or 4.6% (over 9% annualized), since December 31, 2017. Excluding the pay down of approximately $38 million in the first six months of 2018 of purchased portfolio loans, including those acquired in the Merger, gross loan growth on an annualized basis was approximately 19%. The largest components of this increase were a $16.1 million increase in residential first mortgages, $15.0 million increase in construction, land, and land development loans, a $10.5 million increase in commercial and industrial loans, and a $10.1 million increase in commercial mortgages, partially offset by a $9.8 million decline in consumer loans, primarily select pools of consumer loans acquired in the Merger.

The following table presents the Company’s composition of loans in dollar amounts and as a percentage of total loans as of the dates stated.

35

	June 30, 2018						December 31, 2017
	Amount			Percent of Total			Amount			Percent of Total
Mortgage loans on real estate:
Construction, Land and Land Development	$	81,059			10.1	%	$	66,042			8.6	%
Farmland		770			0.1	%		923			0.1	%
Commercial Mortgages (Non-Owner Occupied)		156,891			19.6	%		146,757			19.2	%
Commercial Mortgages (Owner Occupied)		80,258			10.0	%		80,052			10.4	%
Residential First Mortgages		285,477			35.6	%		269,365			35.2	%
Residential Revolving and Junior Mortgages		39,747			5.0	%		46,498			6.1	%
Commercial and Industrial loans		124,563			15.5	%		114,093			14.9	%
Consumer loans		32,767			4.1	%		42,566			5.6	%
Total loans		801,532						766,296
Net unamortized deferred loan costs		24						200
Allowance for loan losses		(7,113	)					(7,770	)
Loans receivable, net	$	794,443					$	758,726

Allowance for loan losses decreased by $657 thousand since December 31, 2017 to $7.1 million as of June 30, 2018, primarily due to charge offs (net of recoveries) and the correction of an amount recorded in the Company’s year-end 2017 allowance for loan losses.

The following table presents the Company’s allowance for loan losses by loan type and the percent of loans in each category to total loans as of the dates stated.

	June 30, 2018					December 31, 2017
	Amount		Percent of loans in each category to total loans			Amount		Percent of loans in each category to total loans
Mortgage loans on real estate	$	4,244		80.4	%	$	3,864		79.6	%
Commercial and Industrial loans		944		15.5	%		878		14.9	%
Consumer loans		1,925		4.1	%		3,028		5.6	%
Total allowance for loan losses	$	7,113				$	7,770

OREO as of June 30, 2018 was $3.5 million, consisting of 26 individual properties (20 of which were land lots), compared to $4.3 million in OREO (29 properties) as of December 31, 2017, or a $783 thousand decline. This decline was primarily attributable to the sale of two properties ($2.3 million carrying amount) resulting in a net gain of approximately $257 thousand.

As of June 30, 2018, total deposits were $775.1 million compared to $761.8 million at year-end 2017, a $13.2 million (or 1.7%) increase. The increase was primarily due to an increase of $10.9 million in time deposits.

Maturities of large denomination time deposits (equal to or greater than $100 thousand) as of June 30, 2018 are presented in the following table.

	Within 3 Months		3-6 Months		6-12 Months		Over 12 Months		Total		Percent of Total Deposits
Time Deposits		-		120		62,401		137,119		199,640		25.8	%

As of June 30, 2018 and December 31, 2017 the Company had one fixed rate FHLB advance of $60 million and one variable rate FHLB advance of $10 million outstanding. The following table summarizes the period-end balance, highest month balance, average balance and weighted average rate of paid as of and for the periods presented.

	Six Months Ended June 30, 2018									Twelve Months Ended December 31, 2017
	Period-End Balance		Highest Month-End Balance		Average Balance		Weighted Average Rate			Period-End Balance		Highest Month-End Balance		Average Balance		Weighted Average Rate
FHLB Borrowings	$	70,000	$	70,000	$	66,796		2.09	%	$	70,000	$	75,000	$	52,500		1.87	%

LIQUIDITY

Liquidity represents an institution’s ability to meet present and future financial obligations (such as commitments to fund loans) through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. Liquid assets include cash, interest-bearing deposits with other banks, federal funds sold, and investments and loans maturing within one year. The Company’s ability to obtain deposits and purchase funds at favorable rates are major factors for liquidity. Management believes that the Company maintains overall liquidity that is sufficient to satisfy its depositors’ requirements and to meet its customers’ credit needs.

36

At June 30, 2018, cash totaled $8.3 million, federal funds sold totaled $1.9 million, interest-bearing deposits totaled $28.3 million, investment securities maturing in one year or less totaled $2.5 million and loans maturing in one year or less totaled $168.7 million. This results in a liquidity ratio as of June 30, 2018 of 21.3% compared to 14.7% as of December 31, 2017. The Company determines this ratio by dividing the sum of cash and cash equivalents, investment securities and loans maturing in one year or less, and federal funds sold, by total assets. The Bank has a formal liquidity management policy and contingency plan, which includes periodic evaluation of cash flow projections.

The Company has a line of credit with the FHLB of $248.2 million, with $172.2 million available and federal funds lines of credit with correspondent banks totaling $24.5 million.

As of June 30, 2018, the Company was not aware of any other known trends, events, or uncertainties that have or are reasonably likely to have a material effect on liquidity.

CAPITAL RESOURCES

Capital resources represent funds, earned or obtained, over which a financial institution can exercise greater long-term control in comparison with deposits and borrowed funds. The adequacy of the Company’s capital is reviewed by management on an ongoing basis with reference to size, composition, and quality of the Company’s resources, and consistency with regulatory requirements and industry standards. Management seeks to maintain a capital structure that will assure an adequate level of capital to support anticipated asset growth and to absorb potential losses, yet allows management to effectively leverage its capital to maximize return to shareholders. The Company’s capital, also known as shareholders’ equity, is comprised mainly of outstanding common stock and retained earnings. Capital can be increased with share offerings or with earnings.

The Company’s capital resources are also affected by net income and net unrealized gains or losses on available-for-sale securities (net of tax). The available-for-sale securities portfolio is reported at fair value with unrealized gains or losses, net of taxes, recognized as accumulated other comprehensive income (loss) on the Company’s balance sheets. Another factor affecting accumulated other comprehensive income (loss) is changes in the fair value of the Company’s pension and post-retirement benefit plans and changes in the plan obligations. The Company’s shareholders’ equity before accumulated other comprehensive loss was $118.0 million as of June 30, 2018 compared to $115.7 million as of December 31, 2017. The increase of $2.3 million was primarily attributable to net income of $2.1 million for the six months ended June 30, 2018. Accumulated other comprehensive loss increased by $1.2 million from December 31, 2017 to June 30, 2018, primarily due to an increase in unrealized net losses (net of tax) in the investment securities portfolio, primarily due to an increasing rate environment.

In August 2017, the Company completed a private placement of 3,783,784 shares of common stock at an offering price of $9.25 per share to certain existing shareholders, institutional investors, and other accredited investors. Proceeds from the offering, net of offering expenses, were $32.9 million.

Book value per share of the Company’s stock, including accumulated other comprehensive loss, increased to $8.75 as of June 30, 2018 from $8.68 as of December 31, 2017.

On July 24, 2017, the Company paid $0.04 per common share dividend to shareholders of record as of July 11, 2017. On October 24, 2017, the Company paid $0.04 per common share dividend to shareholders of record as of October 11, 2017. On December 29, 2017, the Company paid $0.04 per common share dividend to shareholders of record December 22, 2017. The Company has not paid a dividend since December 2017.

The Bank is subject to minimum regulatory capital ratios as defined by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). As of June 30, 2018, the Bank’s capital ratios continue to be in excess of regulatory minimums and the Bank is well-capitalized by these guidelines.

In July 2013, the Federal Reserve issued final rules that made changes to its capital rules to align them with the Basel III regulatory capital framework and meet certain requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Effective January 1, 2015, the final rules require the Bank to comply with the following minimum capital ratios: (i) a new Common Equity Tier 1 capital ratio of 4.5% of risk-weighted assets; (ii) a Tier 1 capital ratio of 6.0% of risk-weighted assets (increased from the prior requirement of 4.0%); (iii) a total capital ratio of 8.0% of risk-weighted assets (unchanged from the prior requirement); and (iv) a leverage ratio of 4.0% of total assets (unchanged from the prior requirement). The following additional capital requirements related to the capital conservation buffer are being phased in over a four-year period, which began on January 1, 2016. When fully phased in on January 1, 2019, the rules will require the Bank to maintain (i) a minimum ratio of Common Equity Tier 1 to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (which is added to the 4.5% Common Equity Tier 1 ratio as that buffer is phased in, effectively resulting in a minimum ratio of Common Equity Tier 1 to risk-weighted assets of at least 7.0% upon full implementation), (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the 2.5% capital conservation buffer (which is added to the 6.0% Tier 1 capital ratio as that buffer is phased in, effectively resulting in a minimum Tier 1 capital ratio of 8.5% upon full implementation), (iii) a minimum ratio of total capital to risk-weighted assets of at least 8.0%, plus the 2.5% capital conservation buffer (which is added to the 8.0% total capital ratio as that buffer is phased in, effectively resulting in a

37

minimum total capital ratio of 10.5% upon full implementation), and (iv) a minimum leverage ratio of 4.0%, calculated as the ratio of Tier 1 capital to average assets. The capital conservation buffer requirement is being phased in as of January 1, 2016, at 0.625% of risk-weighted assets, increasing by the same amount each year until fully implemented at 2.5% on January 1, 2019. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of Common Equity Tier 1 to risk-weighted assets above the minimum but below the conservation buffer will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall.

The following table presents capital ratios for the Bank, minimum capital ratios required, and ratios defined as “well-capitalized” by the Bank’s regulators as of the dates stated.

As of June 30, 2018	Actual Ratio			Minimum Capital Requirement Ratio			Well- Capitalized Ratio
Total risk-based capital		12.33	%		8.00	%		10.00	%
Tier 1 capital		11.43	%		6.00	%		8.00	%
Common equity tier 1		11.43	%		4.50	%		6.50	%
Tier 1 leverage ratio		9.44	%		4.00	%		5.00	%

As of December 31, 2017	Actual Ratio			Minimum Capital Requirement Ratio			Well- Capitalized Ratio
Total risk-based capital		12.70	%		8.00	%		10.00	%
Tier 1 capital		11.65	%		6.00	%		8.00	%
Common equity tier 1		11.65	%		4.50	%		6.50	%
Tier 1 leverage ratio		8.97	%		4.00	%		5.00	%

OFF BALANCE SHEET COMMITMENTS

In the normal course of business, the Company offers various financial products to its customers to meet their credit and liquidity needs. These instruments may involve elements of liquidity, credit and interest rate risk in excess of the amount recognized in the Company’s consolidated balance sheets. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby-letters of credit is represented by the contractual amount of these instruments. Subject to its normal credit standards and risk monitoring procedures, the Company makes contractual commitments to extend credit. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Conditional commitments are issued by the Company in the form of performance stand-by letters of credit, which guarantee the performance of a customer to a third party. The credit risk of issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

The following table presents the Company’s off balance sheet commitments as of the dates stated.

	June 30, 2018		December 31, 2017
Total loan commitments outstanding	$	156,039	$	144,249
Stand-by letters of credit		1,414		447

CONTRACTUAL OBLIGATIONS

There have been no material changes outside the ordinary course of business to the contractual obligations disclosed in the Company’s 2017 Form 10-K.

RECENT ACCOUNTING PRONOUNCEMENTS

Refer to Note 2, Amendments to the Accounting Standards Codification, in the Notes to the Consolidated Financial Statements contained in Item 1 of this report, for information related to the adoption of new amendments to the Accounting Standards Codification.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

38

ITEM 4.CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period to which this report relates, the Company has carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). In designing and evaluating its disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that objectives of the disclosure controls and procedures are met. The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential conditions.

Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are not effective to ensure that material information is recorded, processed, summarized and reported by the Company on a timely basis in order to comply with the Company’s disclosure obligations under the Exchange Act and the rules and regulations promulgated under it. The aforementioned officers based this conclusion on the fact that the Company had material weaknesses as described in its 2017 Form 10-K, which were not fully remediated and tested as of June 30, 2018.

RemediationStatus

Management, with oversight from the Audit Committee, is committed to remediating the material weaknesses which existed as of December 31, 2017 and is actively engaged in the implementation of a remediation plan, including the actions detailed in the 2017 Form 10-K, to ensure that controls contributing to these material weaknesses are designed appropriately and will operate effectively. In the first quarter of 2018, the Company hired a new Chief Financial Officer and Controller with substantial experience in financial reporting under the Exchange Act and in the requirements to implement appropriate changes in internal controls in areas of the findings of control deficiencies.

In the second quarter of 2018, Management designed and implemented internal controls that address and remediate a substantial number of the control deficiencies that culminated in material weaknesses as of December 31, 2017. As of the end of the quarterly period ended June 30, 2018, Management has not fully tested the operating effectiveness of these controls.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

Except as noted in the preceding section, there was no change to the Company’s internal control over financial reporting during the three months ended June 30, 2018 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

In the ordinary course of its operations, the Company is a party to various legal proceedings. Based upon information currently available, management believes that such legal proceedings, in the aggregate, will not have a material adverse effect on the business, financial condition, or results of operations of the Company.

ITEM 1A.RISK FACTORS

There have been no material changes to the risk factors disclosed in the 2017 Form 10-K.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None to report.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None to report.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

39

ITEM 5.OTHER INFORMATION

None to report.

40

ITEM 6.EXHIBITS

31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2018 and 2017, (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2018 and 2017, (iv) Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2018, (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017, and (vi) Notes to Consolidated Financial Statements.

41

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Bay Banks of Virginia, Inc.
	(Registrant)
August 14, 2018	By:	/s/ Randal R. Greene
		Randal R. Greene
		President and Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Judy C. Gavant
		Judy C. Gavant
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

42

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Randal R. Greene, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Bay Banks of Virginia Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financialreporting 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 and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2018

/s/ Randal R. Greene

Randal R. Greene

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Judy C. Gavant, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Bay Banks of Virginia, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted 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 and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: August 14, 2018

/s/ Judy C. Gavant

Judy C. Gavant

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the period ended June 30, 2018 of Bay Banks of Virginia, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer and Chief Financial Officer of the Company hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002 that based on their knowledge and belief: (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 as of and for the periods covered in the Report.

/s/ Randal R. Greene

Randal R. Greene, President and Chief Executive Officer

/s/ Judy C. Gavant

Judy C. Gavant, Executive Vice President and Chief Financial Officer

August 14, 2018

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 07, 2018
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Trading Symbol	BAYK
Entity Registrant Name	BAY BANKS OF VIRGINIA INC
Entity Central Index Key	0001034594
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		13,236,360

XML

Consolidated Balance Sheets - USD ($) $ in Thousands		Jun. 30, 2018	Dec. 31, 2017	[1]
ASSETS
Cash and due from banks		$ 8,319	$ 9,396
Interest-bearing deposits		28,263	41,971
Certificates of deposit		3,224	3,224
Federal funds sold		1,944	6,961
Available-for-sale securities, at fair value		74,322	77,153
Restricted securities		6,190	5,787
Loans receivable, net of allowance for loan losses of $7,113 and $7,770, respectively		794,443	758,726
Loans held for sale		669	1,651
Premises and equipment, net		18,079	17,463
Accrued interest receivable		2,954	3,194
Other real estate owned, net		3,501	4,284
Bank owned life insurance		19,024	18,773
Goodwill		10,374	10,374
Mortgage servicing rights		977	999
Core deposit intangible		2,576	2,991
Other assets		8,357	7,609
Total assets		983,216	970,556
LIABILITIES
Noninterest-bearing deposits		108,943	103,037
Savings and interest-bearing demand deposits		296,206	299,820
Time deposits		369,917	358,989
Total deposits		775,066	761,846
Securities sold under repurchase agreements		7,008	9,498
Federal Home Loan Bank advances		70,000	70,000
Subordinated notes, net of issuance costs		6,885	6,877
Other liabilities		8,533	7,781
Total liabilities		867,492	856,002
SHAREHOLDERS’ EQUITY
Common stock ($5 par value; authorized - 30,000,000 shares; outstanding - 13,223,096 and 13,203,605 shares, respectively)	[2]	66,130	66,018
Additional paid-in capital		37,207	37,142
Unearned employee stock ownership plan shares		(1,047)	(1,129)
Retained earnings		15,749	13,679
Accumulated other comprehensive loss, net		(2,315)	(1,156)
Total shareholders’ equity		115,724	114,554
Total liabilities and shareholders’ equity		$ 983,216	$ 970,556

[1] Derived from audited December 31, 2017 Consolidated Financial Statements.

[2] Preferred stock is authorized; however, none was outstanding as of June 30, 2018 and December 31, 2017.

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Statement Of Financial Position [Abstract]
Loans, allowance for loan losses	$ 7,113	$ 7,770	[1]
Common stock, par value	$ 5	$ 5	[1]
Common stock, authorized shares	30,000,000	30,000,000	[1]
Common stock, outstanding shares	13,226,096	13,203,605	[1]
Preferred stock, outstanding shares	0	0

[1] Derived from audited December 31, 2017 Consolidated Financial Statements.

XML

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
INTEREST INCOME
Loans, including fees	$ 9,745	$ 8,326	$ 19,729	$ 12,714
Securities:
Taxable	497	348	894	617
Tax-exempt	117	114	237	228
Federal funds sold	52	33	126	34
Interest-bearing deposit accounts	80	53	178	60
Certificates of deposit	17	18	36	37
Total interest income	10,508	8,892	21,200	13,690
INTEREST EXPENSE
Deposits	1,796	1,077	3,400	1,707
Federal funds purchased				10
Securities sold under repurchase agreements	4	4	7	7
Subordinated notes	128	119	256	236
Federal Home Loan Bank advances	386	248	699	402
Total interest expense	2,314	1,448	4,362	2,362
Net interest income	8,194	7,444	16,838	11,328
Provision for (recovery of) loan losses	(348)	568	(28)	758
Net interest income after provision for loan losses	8,542	6,876	16,866	10,570
NON-INTEREST INCOME
Non-deposit product income	282	115	414	195
Secondary market lending income	243	86	376	201
Increase in cash surrender value of bank owned life insurance	124	133	251	208
Net gains on sale of available-for-sale securities		7		2
Net losses on disposition of other assets			(69)
Gain on curtailment of post-retirement benefit plan			352
Other income	10	91	101	152
Total non-interest income	1,163	1,081	2,334	1,971
NON-INTEREST EXPENSE
Salaries and employee benefits	4,273	3,321	8,379	6,145
Occupancy	882	693	1,677	1,132
Data processing	837	394	1,385	598
Bank franchise tax	177	142	353	218
Telecommunications	131	76	237	104
FDIC assessments	187	111	370	196
Foreclosed property	53	59	65	69
Consulting	346	97	729	151
Advertising and marketing	153	54	221	127
Directors’ fees	68	209	236	331
Audit and accounting fees	240	217	603	245
Legal	119	13	249	95
Merger related		685	363	985
Intangible amortization	203	234	414	234
Net other real estate owned (gains) losses	84	(3)	(57)	93
Other	809	844	1,459	1,305
Total non-interest expense	8,562	7,146	16,683	12,028
Income before income taxes	1,143	811	2,517	513
Income tax expense	197	254	447	133
Net income	$ 946	$ 557	$ 2,070	$ 380
Basic and diluted earnings per share	$ 0.07	$ 0.06	$ 0.16	$ 0.05
Income from Fiduciary Activities
NON-INTEREST INCOME
Non-Interest Income	$ 198	$ 229	$ 445	$ 474
Service Charges and Fees on Deposit Accounts
NON-INTEREST INCOME
Non-Interest Income	152	246	287	458
Interchange Fees
NON-INTEREST INCOME
Non-Interest Income	124	129	116	204
Other Service Charges and Fees
NON-INTEREST INCOME
Non-Interest Income	$ 30	$ 45	$ 61	$ 77

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Statement Of Income And Comprehensive Income [Abstract]
Net income	$ 946	$ 557	$ 2,070	$ 380
Other comprehensive (loss) income:
Unrealized holding (loss) gain on available-for-sale securities arising during the period	(272)	445	(1,467)	485
Deferred tax benefit (expense)	57	(150)	308	(164)
Reclassification of net available-for-sale securities gains recognized in net income		(7)		(2)
Deferred tax benefit		2		1
Total other comprehensive (loss) income	(215)	290	(1,159)	320
Comprehensive income	$ 731	$ 847	$ 911	$ 700

XML

Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	Total		Common Stock	Additional Paid-in Capital	Unearned Employee Stock Ownership Plan Shares	Retained Earnings	Accumulated Other Comprehensive Loss, net
Balance at beginning of period at Dec. 31, 2017	$ 114,554	[1]	$ 66,018	$ 37,142	$ (1,129)	$ 13,679	$ (1,156)
Balance at beginning of period, Shares at Dec. 31, 2017	13,203,605	[1]	13,203,605
Net income	$ 2,070					2,070
Other comprehensive loss	(1,159)						(1,159)
Stock options exercised	131		$ 112	19
Stock options exercised, Shares			22,491
ESOP collateral release	82				82
Share-based compensation expense	46			46
Balance at end of period at Jun. 30, 2018	$ 115,724		$ 66,130	37,207	(1,047)	15,749	(2,315)
Balance at end of period, Shares at Jun. 30, 2018	13,226,096		13,226,096
Balance at beginning of period at Mar. 31, 2018							(2,100)
Net income	$ 946
Other comprehensive loss	(215)						(215)
Balance at end of period at Jun. 30, 2018	$ 115,724		$ 66,130	$ 37,207	$ (1,047)	$ 15,749	$ (2,315)
Balance at end of period, Shares at Jun. 30, 2018	13,226,096		13,226,096

[1] Derived from audited December 31, 2017 Consolidated Financial Statements.

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash Flows From Operating Activities
Net income	$ 2,070	$ 380
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	805	639
Net premium accretion and discount amortization of securities	207	183
Amortization of subordinated debt issuance costs	8	8
Amortization of core deposit intangible	414	234
Accretion of fair value adjustment of time deposits	(110)	(117)
Accretion of fair value adjustments (discounts) of loans	1,051	(451)
Provision for (recovery of) loan losses	(28)	758
Share-based compensation	46	67
Gain on sale of available-for-sale securities		(2)
Increase in other real estate owned valuation allowance	91	109
Gain on sale of other real estate owned	(148)	(16)
Loss on disposal of fixed and other assets	69
Decrease in value of mortgage servicing rights	22	6
Loan originations for sale	(13,926)	(5,719)
Loan sales	15,135	5,788
Gain on sold loans	(227)	(51)
Increase in cash surrender value of bank owned life insurance	(251)	(208)
Gain on curtailment of post-retirement benefit plan	(352)
(Increase) decrease in accrued interest receivable and other assets	(269)	304
Increase in other liabilities	1,186	297
Net cash provided by operating activities	5,793	2,209
Cash Flows From Investing Activities
Proceeds from maturities and principal pay downs of available-for-sale securities	1,808	2,198
Proceeds from sales and calls of available-for-sale securities		17,662
Maturities of certificates of deposit		992
Purchases of available-for-sale securities and certificates of deposit	(650)	(743)
Purchases of restricted securities, net	(403)	(470)
Increase in federal funds sold	5,017
Net increase in loans	(38,901)	(52,157)
Principal payments on loans held for sale		279
Cash acquired in the merger with Virginia BanCorp		14,698
Proceeds from sale of other real estate owned	3,001	412
Proceeds from sale of equipment		6
Purchases of premises and equipment	(1,421)	(836)
Net cash used in investing activities	(31,549)	(17,959)
Cash Flows From Financing Activities
Net increase (decrease) in demand, savings, and other interest-bearing deposits	2,292	(20,071)
Net increase in time deposits	11,038	59,516
Stock options exercised	131	138
Net decrease in securities sold under repurchase agreements	(2,490)	(7,524)
Increase in Federal Home Loan Bank advances		10,000
Net cash provided by financing activities	10,971	42,059
Net (decrease) increase in cash and due from banks	(14,785)	26,309
Cash and cash equivalents (including interest-earning deposits) at beginning of period	51,367	14,702
Cash and cash equivalents (including interest-earning deposits) at end of period	36,582	41,011
Cash paid for:
Interest	4,334	2,181
Income taxes	620	550
Non-cash investing and financing activities:
Unrealized (loss) gain on available-for-sale securities	(1,467)	485
Loans transferred to other real estate owned	2,161	259
Loans originated to facilitate sale of other real estate owned		190
Changes in deferred taxes resulting from other comprehensive income transactions	$ (308)	164
Dividends declared		$ 377

XML

Basis of Presentation

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Basis of Presentation

Note 1: Basis of Presentation

Bay Banks of Virginia, Inc. (the “Company”) is the holding company for Virginia Commonwealth Bank, formerly known as Bank of Lancaster (the “Bank” or “VCB”), for VCB Financial Group, Inc., formerly known as Bay Trust Company (“VCBFG”), and for Steptoes Holdings, LLC (“Steptoes Holdings”). The consolidated financial statements of the Company include the accounts of Bay Banks of Virginia, Inc., the Bank, VCBFG, and Steptoes Holdings.

On April 1, 2017, the Company completed the merger with Virginia BanCorp Inc., which is further discussed in Note 3, and as such, the consolidated financial statements presented herein reflect the combined operations of the business combination since the effective time of the merger.

In August 2017, the Company completed a private placement of 3,783,784 shares of common stock at an offering price of $9.25 per share to certain existing shareholders, institutional investors, and other accredited investors. Proceeds from the offering, net of offering expenses, were $32.9 million.

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”) and to the general practices within the banking industry. In management’s opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the consolidated financial statements, have been included. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or for any other interim periods. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

Certain amounts presented in the consolidated financial statements of prior periods have been reclassified to conform to current year presentations. The reclassifications had no effect on net income, net income per share, or shareholders’ equity as previously reported. All dollar amounts included in the tables in these notes are in thousands, except per share data, unless otherwise stated.

XML

Amendments to the Accounting Standards Codification

6 Months Ended

Jun. 30, 2018

Accounting Changes And Error Corrections [Abstract]

Amendments to the Accounting Standards Codification

Note 2: Amendments to the Accounting Standards Codification

In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, Compensation – Stock Compensation (Topic 718). The amendments in this ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless all the following are met: (1) The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification; (2) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3) The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The current disclosure requirements in Topic 718 apply regardless of whether an entity is required to apply modification accounting under the amendments in this ASU. This ASU was effective for annual periods and interim periods beginning after December 15, 2017. Early adoption is permitted. The Company adopted this ASU in the first quarter of 2018. The adoption did not have a material effect on the Company’s financial statements.

In March 2017, the FASB issued ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities. The amendments in this ASU shorten the amortization period for certain callable debt securities purchased at a premium. Upon adoption of the standard, premiums on these qualifying callable debt securities will be amortized to the earliest call date. Discounts on purchased debt securities will continue to be accreted to maturity. The amendments are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. Upon transition, entities should apply the guidance on a modified retrospective basis, with a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption and provide the disclosures required for a change in accounting principle. The Company does not expect the adoption of this ASU to have a material effect on its consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU intends to improve the presentation of net periodic pension cost and net periodic postretirement benefit costs in the income statement and to narrow the amounts eligible for capitalization in assets. This ASU is effective for fiscal years beginning after December 15, 2017. The Company adopted this ASU in the first quarter of 2018. The adoption did not have a material effect on the Company’s financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies accounting for goodwill impairments by eliminating step two (the implied fair value to carrying value of goodwill) from the existing goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value. The effective date and transition requirements for the technical corrections will be effective for the Company for reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is evaluating the effect of the standard and does not expect it to have a material effect on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), which is new guidance for the accounting for credit losses on instruments within its scope. It introduces a new model for current expected credit losses (“CECL”), which will apply to financial assets subject to credit losses and measured at amortized cost and certain off-balance sheet credit exposures. This will include loans, held-to-maturity debt securities, loan commitments, financial guarantees, net investments in leases, reinsurance, and trade receivables. The CECL model requires an entity to estimate the credit losses expected over the life of an exposure (or pool of exposures). The estimate of expected credit losses should consider historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments. In addition, this ASU replaces the current available-for-sale debt securities other-than-temporary impairment model with an estimate of expected credit losses only when the fair value falls below the amortized cost of the asset. Credit losses on available-for-sale debt securities will be limited to the difference between the security’s amortized cost basis and its fair value. The available-for-sale debt security model will also require the use of an allowance to record estimated credit losses and subsequent recoveries. The ASU also addresses purchased financial assets with credit deterioration. Disclosure requirements are expanded regarding an entity’s assumptions, models, and methods for estimating the allowance for loan losses. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019. The Company is evaluating the effect that this ASU will have on its consolidated financial statements and has formed an implementation committee, which is studying the standard, evaluating third parties’ models to support the requirements of the standard and to assist in implementation.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requiring more disclosures related to leasing transactions. This ASU is effective for the fiscal years beginning after December 15, 2018, with early adoption permitted. The Company has several lease agreements, such as for office space, which are currently considered operating leases and not recognized on its balance sheet. The Company expects the new guidance to require these lease agreements to be recognized on its balance sheet as a right-to-use asset with a corresponding liability. The Company is currently taking inventory of its lease agreements and accumulating the data needed to implement the new standard. However, the Company does not expect the guidance to have a material effect on its financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10), which requires equity investments, other than those accounted for using the equity method, to be measured at fair value through earnings. There will no longer be an available-for-sale classification measured (changes in fair value reported in other comprehensive income) for equity securities with readily determinable fair values. The cost method is also eliminated for equity instruments without a readily determinable fair value. For these investments, companies can elect to record the investment at cost, less impairment, plus or minus subsequent adjustments for observable price changes. This election only applies to equity investments that do not qualify for the net asset value practical expedient. Public companies will be required to use the exit price when measuring the fair value of financial instruments measured at amortized cost for disclosure purposes. In addition, this ASU requires financial assets and financial liabilities to be presented separately in the notes to the financial statements, grouped by measurement category and form of financial asset. The classification and measurement guidance is effective for periods beginning after December 15, 2017. The Company’s primary available-for sale investments are debt securities and are therefore not included in the scope of this ASU. However, the Company is subject to certain disclosure requirements of the standard and has engaged a third party to assist with the measurement of exit prices of its financial instruments, including its loans receivables, deposits, and borrowings. The adoption of this ASU did not have a material effect on the Company’s financial statements, other than the fair value disclosures in Note 11.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments in this ASU modify the guidance companies use to recognize revenue from contracts with customers for transfers of goods or services and transfers of nonfinancial assets, unless those contracts are within the scope of other standards. The ASU requires that entities apply a specific method to recognize revenue reflecting the consideration expected from customers in exchange for the transfer of goods and services. The guidance also requires new qualitative and quantitative disclosures, including information about contract balances and performance obligations. Entities are also required to disclose significant judgments and changes in judgments for determining the satisfaction of performance obligations. Subsequent to the issuance of this ASU, the FASB issued targeted updates to clarify specific implementation issues including ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Identifying Performance Obligations and Licensing, ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. For financial reporting purposes, the standard allows for either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoptions, meaning the standard is applied only to the most current period presented in the financial statements with the cumulative effect on initially applying the standard being recognized at the date of initial application. The effective date for this ASU was for annual reporting periods beginning after December 15, 2017. The Company’s primary source of revenue is interest income from loans and investments and loan fees. As these items are outside the scope of the standard, this income was not affected by this ASU. The Company reviewed other sources of income including fiduciary fees, secondary market lending fees, and other deposit account fees against the requirements of the standard and concluded no changes in the accounting methods were necessary. The Company also completed its evaluation of certain costs related to these revenue streams to determine whether such costs should be presented as expenses or contra-revenue (i.e., gross versus net). Based on its evaluation, the Company determined that the classification of certain debit and credit card related costs should change (i.e., costs should be presented net of related revenues); this classification was made to both revenue and expense for the quarters and year to date periods ended June 30, 2018 and 2017.

XML

Business Combination

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

Business Combination

Note 3: Business Combination

On April 1, 2017, the Company and Virginia BanCorp Inc. (“Virginia BanCorp”), a bank holding company conducting substantially all of its operations through its subsidiary, Virginia Commonwealth Bank, completed a merger pursuant to the Agreement and Plan of Merger, dated as of November 2, 2016, by and between the Company and Virginia BanCorp (the “Merger”). The Company is the surviving corporation in the Merger, and the former shareholders of Virginia BanCorp received 1.178 shares of the Company’s common stock for each share of Virginia BanCorp common stock they owned immediately prior to the merger, for a total issuance of 4,586,221 shares of the Company’s common stock valued at approximately $42.2 million at the time of closing. As of the completion of the Merger, the Company’s legacy shareholders owned approximately 51% of the outstanding common stock of the Company, and Virginia BanCorp’s former shareholders owned approximately 49% of the outstanding common stock of the Company. After the Merger of Virginia BanCorp with and into the Company, Virginia BanCorp’s subsidiary bank was merged with and into Bank of Lancaster, a wholly owned subsidiary of the Company, and immediately thereafter Bank of Lancaster changed its name to Virginia Commonwealth Bank.

The Merger was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. Under this method, the assets and liabilities of Virginia BanCorp were recorded at their respective fair values as of April 1, 2017. Determining the fair value of assets and liabilities, particularly for the loan portfolio, is a complex process involving significant judgment regarding methods and assumptions used to calculate the estimated fair values. As a result, the Company recognized goodwill of $7.6 million in connection with the Merger, none of which is deductible for income tax purposes.

The following table details the total consideration paid by the Company on April 1, 2017, in connection with the acquisition of Virginia BanCorp, the fair value of the assets acquired and liabilities assumed, and the resulting goodwill.

			Fair Value
	As Recorded		Adjustments			As Recorded
	by Virginia BanCorp		and Reclassifications			by the Company
Consideration paid:
Bay Banks of Virginia, Inc. common stock						$	42,247
Identifiable assets acquired:
Cash and due from banks	$	2,356	$	—		$	2,356
Interest-bearing deposits		12,342		—			12,342
Securities available-for-sale		22,088		—			22,088
Restricted securities		1,543		—			1,543
Loans receivable		272,479		(62,068	)		210,411
Loans held for sale		—		55,648			55,648
Deferred income taxes		1,325		255			1,580
Premises and equipment		3,333		2,703			6,036
Accrued interest receivable		1,253		(24	)		1,229
Other real estate owned		3,113		—			3,113
Core deposit intangible		—		3,670			3,670
Bank owned life insurance		8,430		—			8,430
Mortgage servicing rights		324		—			324
Other assets		365		—			365
Total identified assets acquired		328,951		184			329,135
Identifiable liabilities assumed:
Noninterest-bearing deposits		21,119		—			21,119
Savings and interest-bearing demand deposits		124,640		—			124,640
Time deposits		121,437		733			122,170
Federal Home Loan Bank advances		25,000		—			25,000
Other liabilities		1,525		—			1,525
Total identifiable liabilities assumed		293,721		733			294,454
Total identifiable assets assumed	$	35,230	$	(549	)	$	34,681
Goodwill resulting from acquisition						$	7,566

Pro Forma Financial Information

The table below illustrates the unaudited pro forma revenue and net income of the combined entities had the acquisition taken place on January 1, 2017. The unaudited combined pro forma revenue and net income combines the historical results of Virginia BanCorp with the Company’s consolidated statements of operations for the period noted, and while certain adjustments were made for the estimated effect of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition actually taken place on January 1, 2017. Merger-related expenses of $985 thousand were included in the Company’s actual consolidated statements of operations for the six months ended June 30, 2017, but were excluded from the unaudited pro forma information below. Operational cost savings and other efficiencies expected to be achieved by the Company due to the Merger are also not reflected in the unaudited pro forma amounts.

	For the Six Months Ended June 30, 2017
Net interest income	$	11,845
Net income		1,464

Impact of Certain Acquisition Accounting Adjustments

The net effect of the amortization and accretion of premiums and discounts associated with the Company’s acquisition accounting adjustments to assets acquired and liabilities assumed from Virginia BanCorp had the following impact on the consolidated statements of operations for the periods presented below.

	Three Months Ended June 30, 2018			Six Months Ended June 30, 2018
Loans (1)	$	547		$	1,051
Core deposit intangible (2)		(203	)		(414	)
Time deposits (3)		42			110
Depreciation (4)		(10	)		(20	)
Net impact to income before income taxes	$	376		$	727

(1) Loan discount accretion is included in loan interest income, including fees, in the consolidated statements of operations.

(2) CDI amortization is included in other expense in noninterest expense in the consolidated statements of operations.

(3) Time deposit premium amortization is included in deposits in interest expense in the consolidated statements of operations.

(4) Depreciation on the fair value adjustment of fixed assets is included in occupancy expense in noninterest expense in the consolidated statements of operations.

XML

Securities

6 Months Ended

Jun. 30, 2018

Investments Debt And Equity Securities [Abstract]

Securities

Note 4: Securities

The aggregate amortized costs and fair values of available-for-sale securities as of the dates stated were as follows.

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
June 30, 2018	Cost		Gains		(Losses)			Value
U.S. Government agencies and mortgage backed securities	$	48,032	$	2	$	(1,707	)	$	46,327
State and municipal obligations		21,281		32		(422	)		20,891
Corporate bonds		7,096		10		(2	)		7,104
Total available-for-sale securities	$	76,409	$	44	$	(2,131	)	$	74,322

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
December 31, 2017	Cost		Gains		(Losses)			Value
U.S. Government agencies and mortgage backed securities	$	49,964	$	6	$	(687	)	$	49,283
State and municipal obligations		21,113		195		(155	)		21,153
Corporate bonds		6,696		23		(2	)		6,717
Total available-for-sale securities	$	77,773	$	224	$	(844	)	$	77,153

Securities with fair values of $18.5 million and $19.4 million were pledged as collateral for repurchase agreements as of June 30, 2018 and December 31, 2017, respectively. As of June 30, 2018 and December 31, 2017, all the securities pledged for repurchase agreements were state and municipal obligations. All the repurchase agreements had remaining contractual maturities that were overnight and continuous. Securities sold under repurchase agreements were $7.0 million and $9.5 million as of June 30, 2018 and December 31, 2017, respectively, and are included in liabilities on the consolidated balance sheets. The securities pledged to each agreement are reviewed daily and can be changed at the option of the Bank with minimal risk of loss due to fair value changes.

Securities in an unrealized loss position at June 30, 2018 and December 31, 2017, by period of the unrealized loss, are shown below. The unrealized loss positions were primarily related to interest rate movements and not the credit quality of the issuers. All agency securities and state and municipal securities are investment grade or better, and their losses are considered temporary. Management does not intend to sell nor expect to be required to sell these securities, and all amortized cost bases are expected to be recovered. Securities with unrealized loss positions at June 30, 2018 included 52 U.S. government agencies, 44 state and municipal obligations, and one corporate bond. Securities with unrealized loss positions at December 31, 2017 included 36 U.S. government agencies, 34 state and municipal obligations, and one corporate bond.

The following tables provide additional information on these securities as of the dates stated.

	Less than 12 months					12 months or more					Total
June 30, 2018	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Government agencies and mortgage backed    securities	$	31,602	$	(1,046	)	$	14,323	$	(661	)	$	45,925	$	(1,707	)
States and municipal obligations		10,363		(99	)		5,403		(323	)		15,766		(422	)
Corporate bonds		498		(2	)		—		—			498		(2	)
Total temporarily impaired securities	$	42,463	$	(1,147	)	$	19,726	$	(984	)	$	62,189	$	(2,131	)

	Less than 12 months					12 months or more					Total
December 31, 2017	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Government agencies and mortgage backed    securities	$	25,053	$	(353	)	$	16,184	$	(334	)	$	41,237	$	(687	)
States and municipal obligations		2,753		(15	)		5,787		(140	)		8,540		(155	)
Corporate bonds		498		(2	)		—		—			498		(2	)
Total temporarily impaired securities	$	28,304	$	(370	)	$	21,971	$	(474	)	$	50,275	$	(844	)

The following table presents the amortized cost and fair value by contractual maturity of securities available for sale as of the dates stated. Expected maturities may differ from contractual maturities, as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities that are not due at a single maturity date that do not have contractual maturities are shown separately.

	June 30, 2018				December 31, 2017
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
State and municipal obligations
Due in one year or less	$	1,632	$	1,631	$	1,241	$	1,237
Due after one year but less than five years		8,201		8,130		7,173		7,219
Due after five years but less than ten years		10,977		10,676		11,736		11,740
Due after ten years		471		454		963		957
U.S. Government agencies and mortgage backed securities		48,032		46,327		49,964		49,283
Corporate bonds		7,096		7,104		6,696		6,717
Total available-for-sale securities	$	76,409	$	74,322	$	77,773	$	77,153

Restricted Securities

The Company’s investment in FHLB stock totaled $3.4 million and $3.7 million at June 30, 2018 and December 31, 2017, respectively. The Company also had an investment in Federal Reserve Bank of Richmond (“FRB”) stock, which totaled $2.1 million at June 30, 2018 and $1.9 million at December 31, 2017. The investments in both FHLB and FRB stock are required investments related to the Bank’s membership in the FHLB and FRB. These securities do not have a readily determinable fair value as their ownership is restricted, and they lack an active market for trading. Additionally, per charter provisions related to the FHLB and FRB stock, all repurchase transactions of such stock must occur at par. Accordingly, these securities are carried at cost and are periodically evaluated for impairment.

XML

Loans

6 Months Ended

Jun. 30, 2018

Receivables [Abstract]

Loans

Note 5: Loans

Loans are reported at their recorded investment, which is the outstanding principal balance net of any unearned income, such as deferred fees and costs, charge-offs, and acquisition accounting adjustments (discounts) on acquired loans. Interest on loans is recognized over the term of the loan and is calculated using the interest method on principal amounts outstanding. Loan origination fees and certain direct origination costs are deferred and recognized as an adjustment of the related loan yield over the contractual term of the loan, adjusted for early pay-offs, where applicable.

All interest accrued but not collected for loans that are placed on non-accrual or charged off are reversed against interest income. Any subsequent interest received on these loans is accounted for on the cash basis or cost recovery method until qualifying for return to accrual. Generally, a loan is returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured, or it becomes well secured and in the process of collection.

The following is a summary of the balances of loans as of the dates stated.

	June 30, 2018			December 31, 2017
Mortgage loans on real estate:
Construction, Land and Land Development	$	81,059		$	66,042
Farmland		770			923
Commercial Mortgages (Non-Owner Occupied)		156,891			146,757
Commercial Mortgages (Owner Occupied)		80,258			80,052
Residential First Mortgages		285,477			269,365
Residential Revolving and Junior Mortgages		39,747			46,498
Commercial and Industrial		124,563			114,093
Consumer		32,767			42,566
Total loans		801,532			766,296
Net unamortized deferred loan costs		24			200
Allowance for loan losses		(7,113	)		(7,770	)
Loans, net	$	794,443		$	758,726

The recorded investment for past due and nonaccruing loans is shown in the following tables as of the dates stated. A loan past due by 90 days or more is generally placed on nonaccrual unless it is both well secured and in the process of collection. Loans presented below as 90 days or more past due and still accruing include PCI loans.

June 30, 2018	30-89 Days Past Due		90 Days or More Past Due and Still Accruing		Nonaccruals		Total Past Due and Nonaccruals		Current		Total Loans
Mortgage Loans on Real Estate:
Construction, Land and Land Development	$	250	$	—	$	538	$	788	$	80,271	$	81,059
Farmland		—		—		—		—		770		770
Commercial Mortgages (Non-Owner Occupied)		560		—		448		1,008		155,883		156,891
Commercial Mortgages (Owner Occupied)		121		—		939		1,060		79,198		80,258
Residential First Mortgages		2,323		65		1,055		3,443		282,034		285,477
Residential Revolving and Junior Mortgages		72		19		370		461		39,286		39,747
Commercial and Industrial		202		—		—		202		124,361		124,563
Consumer		351		3		124		478		32,289		32,767
Total loans	$	3,879	$	87	$	3,474	$	7,440	$	794,092	$	801,532

December 31, 2017	30-89 Days Past Due		90 Days or More Past Due and Still Accruing		Nonaccruals		Total Past Due and Nonaccruals		Current		Total Loans
Mortgage Loans on Real Estate:
Construction, Land and Land Development	$	261	$	—	$	1,237	$	1,498	$	64,544	$	66,042
Farmland		—		48		—		48		875		923
Commercial Mortgages (Non-Owner Occupied)		449		—		—		449		146,308		146,757
Commercial Mortgages (Owner Occupied)		573		—		1,752		2,325		77,727		80,052
Residential First Mortgages		2,670		141		1,942		4,753		264,612		269,365
Residential Revolving and Junior Mortgages		449		20		1,338		1,807		44,691		46,498
Commercial and Industrial		331		—		92		423		113,670		114,093
Consumer		288		4		135		427		42,139		42,566
Total loans	$	5,021	$	213	$	6,496	$	11,730	$	754,566	$	766,296

The following tables include an aging analysis, based upon contractual terms, of the recorded investment of PCI loans as of the dates stated, included in the tables above.

June 30, 2018	30-89 Days Past Due		90 Days or More Past Due and Still Accruing		Nonaccruals		Total Past Due and Nonaccruals		Current		Total PCI Loans
Mortgage Loans on Real Estate:
Construction, Land and Land Development	$	—	$	—	$	—	$	—	$	1,390	$	1,390
Commercial Mortgages (Non-Owner Occupied)		—		—		—		—		156		156
Commercial Mortgages (Owner Occupied)		121		—		—		121		182		303
Residential First Mortgages		23		65		—		88		3,599		3,687
Residential Revolving and Junior Mortgages		—		19		—		19		23		42
Consumer		—		3		—		3		57		60
Total purchased credit-impaired loans	$	144	$	87	$	—	$	231	$	5,407	$	5,638

December 31, 2017	30-89 Days Past Due		90 Days or More Past Due and Still Accruing		Nonaccruals		Total Past Due and Nonaccruals		Current		Total PCI Loans
Mortgage Loans on Real Estate:
Construction, Land and Land Development	$	—	$	—	$	—	$	—	$	1,405	$	1,405
Commercial Mortgages (Non-Owner Occupied)		—		—		—		—		171		171
Commercial Mortgages (Owner Occupied)		161		—		—		161		160		321
Residential First Mortgages		349		141		—		490		3,320		3,810
Residential Revolving and Junior Mortgages		—		20		—		20		29		49
Consumer		—		4		—		4		65		69
Total purchased credit-impaired loans	$	510	$	165	$	—	$	675	$	5,150	$	5,825

XML

Allowance for Loan Losses

6 Months Ended

Jun. 30, 2018

Receivables [Abstract]

Allowance for Loan Losses

Note 6: Allowance for Loan Losses

The allowance for loan losses (“ALL”) reflects management’s judgment of probable loan losses inherent in the loan portfolio at the balance sheet date. Management uses a disciplined process and methodology to establish the ALL each quarter. To determine the total ALL, the Company estimates the reserves needed for each homogenous segment and class of the portfolio, and any loans analyzed individually for impairment. Depending on the nature of each segment and class, considerations include historical loss experience, adverse situations that may affect a borrower’s ability to repay, credit scores, past due history, estimated value of any underlying collateral, prevailing local and national economic conditions, and internal policies and procedures, including credit risk management and underwriting. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as conditions change.

The ALL consists of specific, general, and unallocated components. The specific component is determined by identifying impaired loans (as described below) then evaluating each one to calculate the amount of impairment. Impaired loans measured for impairment generally include (1) any loan risk rated Special Mention or worse where the borrower has filed for bankruptcy; and (2) all loans risk rated Substandard or worse with balances of $400 thousand or more; and (3) all loans classified as a troubled debt restructuring (“TDR”). A specific allowance arises when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component of the ALL collectively evaluates any loans not identified as impaired or evaluated as impaired and are grouped into segments and classes. Historical loss experience is calculated and applied to each segment or class, then adjusted for qualitative factors. Qualitative factors include changes in local and national economic indicators, such as unemployment rates, interest rates, gross domestic product growth, and real estate market trends; the level of past due and nonaccrual loans; risk ratings on individual loans; strength of credit policies and procedures; loan officer experience; borrower credit scores; and other intrinsic risks related to the types and geographic locations of loans. These qualitative adjustments reflect management’s judgment of risks inherent in the segments. An unallocated component is maintained if needed to cover uncertainties that could affect management’s estimate of probable losses. Changes in the allowance for loan losses and the related provision expense can materially affect net income.

Loans Evaluated for Impairment

The following tables show loans evaluated for impairment individually and collectively by segment as of the dates stated.

June 30, 2018	Mortgage Loans on Real Estate		Commercial and Industrial		Consumer and Other		Total
Allowance for loan losses applicable to:
Loans individually evaluated for impairment	$	1,125	$	—	$	131	$	1,256
Loans collectively evaluated for impairment		3,119		944		1,794		5,857
Purchased credit impaired loans		—		—		—		—
Total allowance on loan losses	$	4,244	$	944	$	1,925	$	7,113
Loan balances applicable to:
Loans individually evaluated for impairment	$	8,037	$	—	$	131	$	8,168
Loans collectively evaluated for impairment		630,587		124,563		32,576		787,726
Purchased credit impaired loans		5,578		—		60		5,638
Total loans	$	644,202	$	124,563	$	32,767	$	801,532
December 31, 2017
Allowance for loan losses applicable to:
Loans individually evaluated for impairment	$	861	$	92	$	141	$	1,094
Loans collectively evaluated for impairment		3,003		786		2,887		6,676
Purchased credit impaired loans		—		—		—		—
Total allowance on loan losses	$	3,864	$	878	$	3,028	$	7,770
Loan balances applicable to:
Loans individually evaluated for impairment	$	8,874	$	92	$	141	$	9,107
Loans collectively evaluated for impairment		595,007		114,001		42,356		751,364
Purchased credit impaired loans		5,756		—		69		5,825
Total loans	$	609,637	$	114,093	$	42,566	$	766,296

The following tables show an analysis of the change in the ALL by segment for the periods presented.

	Mortgage Loans on Real Estate			Commercial and Industrial			Consumer			Total
For the Three Months Ended June 30, 2018
Beginning Balance	$	4,190		$	1,043		$	2,690		$	7,923
(Charge-offs)		(83	)		(101	)		(335	)		(519	)
Recoveries		16			—			41			57
Provision (recovery)		121			2			(471	)		(348	)
Ending Balance	$	4,244		$	944		$	1,925		$	7,113
	Mortgage Loans on Real Estate			Commercial and Industrial			Consumer			Total
For the Three Months Ended June 30, 2017
Beginning Balance	$	3,421		$	528		$	44		$	3,993
(Charge-offs)		(141	)		—			(193	)		(334	)
Recoveries		10			1			3			14
Provision (recovery)		396			(73	)		245			568
Ending Balance	$	3,686		$	456		$	99		$	4,241
	Mortgage Loans on Real Estate			Commercial and Industrial			Consumer			Total
For the Six Months Ended June 30, 2018
Beginning Balance	$	3,864		$	878		$	3,028		$	7,770
(Charge-offs)		(114	)		(116	)		(677	)		(907	)
Recoveries		43			—			235			278
Provision (recovery)		451			182			(661	)		(28	)
Ending Balance	$	4,244		$	944		$	1,925		$	7,113
	Mortgage Loans on Real Estate			Commercial and Industrial			Consumer			Total
For the Six Months Ended June 30, 2017
Beginning Balance	$	3,318		$	493		$	52		$	3,863
(Charge-offs)		(273	)		—			(201	)		(474	)
Recoveries		88			1			5			94
Provision (recovery)		553			(38	)		243			758
Ending Balance	$	3,686		$	456		$	99		$	4,241

Purchased Credit Impaired Loans

The following table presents the changes in the accretable yield for PCI loans for the period presented.

	For the Six Months Ended
	June 30, 2018
Balance as of December 31, 2017	$	1,087
Accretion of acquisition accounting adjustment		(171	)
Reclassifications from nonaccretable balance, net		69
Other changes, net		175
Balance as of June 30, 2018	$	1,160

Internal Risk Rating Grades

All loans in the Company’s loan portfolio, with the exception of purchased consumer loans, are risk graded using loan risk grading software that employs a variety of algorithms based on detailed account characteristics to include borrower’s payment history on a total relationship basis as well as loan to value exposure. For non-homogenous loans, management reviews these resulting grade assignments and makes adjustments to the final grade where appropriate based on an assessment of additional external information that may affect a particular loan. For purchased consumer loans, a loan is graded “substandard” when it is 90 days or more past due; otherwise, the loan is graded “pass”.

  Risk rating categories are as follows:

Pass – Borrower is strong or sound and collateral securing the loan, if any, is adequate.

Watch – Borrower exhibits some signs of financial stress but is generally believed to be a satisfactory customer and collateral, if any, may be in excess of 90% of the loan balance.

Special Mention – Adverse trends in the borrower’s financial position are evident and warrant management’s close attention. Any collateral may not be fully adequate to secure the loan balance.

Substandard – A loan in this category has a well-defined weakness in the primary repayment source that jeopardizes the timely collection of the debt. There is a distinct possibility that a loss may result if the weakness is not corrected.

Doubtful – Default has already occurred and it is likely that foreclosure or repossession procedures have begun or will begin in the near future. Weaknesses make collection or liquidation in full, based on currently existing information, highly questionable and improbable.

Loss – Uncollectible and of such little value that continuance as a bankable asset is not warranted.

The tables below show the risk ranking of loans as of the dates stated.

June 30, 2018	Construction, Land and Land Development		Farmland		Residential First Mortgages		Residential Revolving and Junior Mortgages		Commercial Mortgages (Non-Owner Occupied)		Commercial Mortgages (Owner Occupied)		Commercial and Industrial		Consumer		Total Loans
Grade:
Pass	$	72,229	$	770	$	273,382	$	37,869	$	151,342	$	73,781	$	121,571	$	11,225	$	742,169
Watch		6,673		—		7,779		1,165		4,946		4,798		1,691		21,264		48,316
Special mention		—		—		2,503		—		—		557		—		131		3,191
Substandard		2,157		—		1,813		713		603		1,122		1,301		142		7,851
Doubtful		—		—		—		—		—		—		—		5		5
Total loans	$	81,059	$	770	$	285,477	$	39,747	$	156,891	$	80,258	$	124,563	$	32,767	$	801,532

December 31, 2017	Construction, Land and Land Development		Farmland		Residential First Mortgages		Residential Revolving and Junior Mortgages		Commercial Mortgages (Non-Owner Occupied)		Commercial Mortgages (Owner Occupied)		Commercial and Industrial		Consumer		Total Loans
Grade:
Pass	$	55,949	$	923	$	256,614	$	43,659	$	140,625	$	67,732	$	110,281	$	12,431	$	688,214
Watch		6,690		—		8,624		1,376		5,931		10,076		2,373		29,917		64,987
Special mention		172		—		205		—		—		—		1,347		—		1,724
Substandard		3,231		—		3,922		1,463		201		2,244		92		218		11,371
Doubtful		—		—		—		—		—		—		—		—		—
Total loans	$	66,042	$	923	$	269,365	$	46,498	$	146,757	$	80,052	$	114,093	$	42,566	$	766,296

Impaired Loans

The following tables show the Company’s recorded investment and the borrowers’ unpaid principal balances for impaired loans, excluding PCI loans, with the associated ALL amount, if applicable, as of the dates stated.

	As of June 30, 2018						As of December 31, 2017
	Recorded Investment		Borrowers’ Unpaid Principal Balance		Related Allowance		Recorded Investment		Borrowers’ Unpaid Principal Balance		Related Allowance
With no related allowance:
Construction, Land and Land Development	$	93	$	164	$	—	$	900	$	1,378	$	—
Residential First Mortgages		1,598		1,852		—		1,488		1,488		—
Residential Revolving and Junior Mortgages		416		416		—		414		414		—
Commercial Mortgages (Non-owner occupied)		—		—		—		—		—		—
Commercial Mortgages (Owner occupied)		1,404		1,404		—		1,721		1,971		—
Commercial and Industrial		—		—		—		—		—		—
Consumer-Other		—		—		—		—		—		—
Total impaired loans with no related allowance		3,511		3,836		—		4,523		5,251		—
With an allowance recorded:
Construction, Land and Land Development		571		571		257		550		621		137
Residential First Mortgages		2,842		2,842		594		1,914		1,914		367
Residential Revolving and Junior Mortgages		130		527		67		1,340		1,340		162
Commercial Mortgages (Non-owner occupied)		448		448		46		—		—		—
Commercial Mortgages (Owner occupied)		535		535		161		547		586		195
Commercial and Industrial		—		—		—		92		92		92
Consumer-Other		131		131		131		141		141		141
Total impaired loans with allowance recorded		4,657		5,054		1,256		4,584		4,694		1,094
Total Impaired Loans:
Construction, Land and Land Development		664		735		257		1,450		1,999		137
Residential First Mortgages		4,440		4,694		594		3,402		3,402		367
Residential Revolving and Junior Mortgages		546		943		67		1,754		1,754		162
Commercial Mortgages (Non-owner occupied)		448		448		46		—		—		—
Commercial Mortgages (Owner occupied)		1,939		1,939		161		2,268		2,557		195
Commercial and Industrial		—		—		—		92		92		92
Consumer-Other		131		131		131		141		141		141
Total Impaired Loans	$	8,168	$	8,890	$	1,256	$	9,107	$	9,945	$	1,094

The following table shows the average recorded investment and interest income recognized for impaired loans, excluding PCI loans, for the periods presented.

	For the Three Months Ended								For the Six Months Ended
	June 30, 2018				June 30, 2017				June 30, 2018				June 30, 2017
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance:
Construction, land and land development	$	84	$	—	$	1,453	$	14	$	165	$	1	$	1,479	$	27
Residential First Mortgages		1,513		24		1,769		2		1,471		41		1,774		7
Residential Revolving and Junior Mortgages		415		1		162		—		415		3		162		1
Commercial Mortgages (Non-owner occupied)		—		—		247		5		—		—		248		8
Commercial Mortgages (Owner occupied)		1,385		20		1,689		4		1,380		32		1,777		11
Commercial and Industrial		—		—		—		—		—		—		—		—
Consumer - Other		—		3		—		—		—		—		—		—
Total impaired loans with no allowance		3,397		48		5,320		25		3,431		77		5,440		54
With an allowance recorded:
Construction, land and land development		571		8		236		1		553		17		238		2
Residential First Mortgages		2,623		36		1,938		23		2,386		67		1,942		47
Residential Revolving and Junior Mortgages		131		2		1,300		5		123		4		1,301		18
Commercial Mortgages (Non-owner occupied)		224		—		—		—		149		—		—		—
Commercial Mortgages (Owner occupied)		538		8		737		—		541		15		739		—
Commercial and Industrial		—		—		92		—		—		—		92		—
Consumer - Other		—		—		—		—		—		5		—		—
Total impaired loans with allowance recorded		4,087		54		4,303		29		3,752		108		4,312		67
Total Impaired Loans:
Construction, land and land development		655		8		1,689		15		718		18		1,717		29
Residential First Mortgages		4,136		60		3,707		25		3,857		108		3,716		54
Residential Revolving and Junior Mortgages		546		3		1,462		5		538		7		1,463		19
Commercial Mortgages (Non-owner occupied)		224		—		247		5		149		—		248		8
Commercial Mortgages (Owner occupied)		1,923		28		2,426		4		1,921		47		2,516		11
Commercial and Industrial		—		—		92		—		—		—		92		—
Consumer - Other		—		3		—		—		—		5		—		—
Total impaired loans	$	7,484	$	102	$	9,623	$	54	$	7,183	$	185	$	9,752	$	121

The following table presents a reconciliation of nonaccrual loans to impaired loans as of the dates stated.

	June 30, 2018			December 31, 2017
Nonaccrual loans	$	3,474		$	6,496
Nonaccrual loans not individually evaluated for impairment		(1,279	)		(854	)
Nonaccrual impaired loans		2,195			5,642
TDRs on accrual		3,803			2,214
Other impaired loans on accrual		2,170			1,251
Total impaired loans	$	8,168		$	9,107

Troubled Debt Restructuring

In some situations, for economic or legal reasons related to a borrower’s financial condition, management may grant a concession to a borrower that it would not otherwise consider. In cases where borrowers are granted new terms that provide for a reduction of either interest or principal or an extension of the maturity date at a stated interest rate lower than the current market rate for new debt with similar risks, the related loan is classified as a troubled debt restructuring. Management strives to identify borrowers in financial difficulty early and work with them to modify their loan to more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. Management measures all TDRs for impairment as noted below for impaired loans.

Loans modified as TDRs are considered impaired and are individually evaluated for impairment for the ALL. The following table presents, by segment, information related to loans modified as TDRs for the periods presented.

	For the Three Months Ended						For the Three Months Ended
	June 30, 2018						June 30, 2017
	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Residential first mortgages  (1)		1	$	30	$	30		—	$	—	$	—

(1) Modifications were an extension of the loan terms.

	For the Six Months Ended						For the Six Months Ended
	June 30, 2018						June 30, 2017
	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Residential first mortgages  (1)		4	$	590	$	594		—	$	—	$	—

(1) Modification were an extension of the loan terms.

No loans designated as TDRs subsequently defaulted in the first six months 2018 or 2017.

The following table presents a roll forward of accruing and nonaccruing TDRs for the period presented.

	Accruing			Nonaccruing			Total
Balance as of December 31, 2017	$	1,452		$	2,612		$	4,064
Charge-offs		—			(92	)		(92	)
Payments and other adjustments		(41	)		7			(34	)
New TDR designation		557			30			587
Release TDR designation		—			—			—
Transfer		1,835			(1,729	)		106
Balance as of June 30, 2018	$	3,803		$	828		$	4,631

XML

Other Real Estate Owned, Net

6 Months Ended

Jun. 30, 2018

Banking And Thrift [Abstract]

Other Real Estate Owned, Net

Note 7: Other Real Estate Owned, net

The table below details the properties included in other real estate owned (“OREO”) as of the dates stated.

	June 30, 2018				December 31, 2017
	Number of		Carrying		Number of		Carrying
	Properties		Value		Properties		Value
Residential		3	$	945		5	$	443
Land		20		2,020		20		3,223
Commercial properties		3		536		4		618
Total other real estate owned		26		3,501		29		4,284

There was one $46 thousand collateralized consumer land loan and three collateralized residential mortgage loans totaling $230 thousand in the process of foreclosure as of June 30, 2018.

XML

Earnings per share

6 Months Ended

Jun. 30, 2018

Earnings Per Share [Abstract]

Earnings per share

Note 8: Earnings per share

The following table shows the weighted average number of shares used in computing earnings per share and the effect on the weighted average number of shares of dilutive potential common stock. Basic earnings per share amounts are computed by dividing the net income (the numerator) by the weighted average number of common shares outstanding (the denominator). Diluted earnings per share amounts assume the conversion, exercise, or issuance of all potential common stock instruments, unless the effect is to reduce the loss or increase the earnings per common share. For both computations, the weighted average number of employee stock ownership plan (“ESOP”) shares not committed to be released to participant accounts purchased by the ESOP are not assumed to be outstanding. The weighted average ESOP shares excluded from the computation were 154,410 and 157,885 for the three and six months ended June 30, 2018, respectively. The weighted average ESOP shares excluded from the computation were 140,542 and 70,267 for the three and six months ended June 30, 2017, respectively. For the three months ended June 30, 2018 and 2017, options on 96,415 and 91,368 shares, respectively, were not included in computing diluted earnings per share because their effects would have been anti-dilutive. For the six months ended June 30, 2018 and 2017, options on 96,415 and 91,368 shares, respectively, were not included in computing diluted earnings per share because their effects would have been anti-dilutive.

	For the Three Months Ended				For the Six Months Ended
	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
Net income	$	946	$	557	$	2,070	$	380
Weighted average shares outstanding, basic		13,059,604		9,233,615		13,049,142		7,017,907
Dilutive shares:
Stock options		62,081		7,181		67,484		66,523
Restricted shares		4,734		—		5,021		—
Weighted average shares outstanding, dilutive		13,126,419		9,240,796		13,121,647		7,084,430
Basic and diluted earnings per share	$	0.07	$	0.06	$	0.16	$	0.05

XML

Employee Benefit Plans

6 Months Ended

Jun. 30, 2018

Compensation And Retirement Disclosure [Abstract]

Employee Benefit Plans

Note 9: Employee Benefit Plans

The Company has a non-contributory, cash balance pension plan for employees who were vested in the plan as of December 31, 2012, when it was frozen (i.e., curtailed). Each participant’s account balance grows based on monthly interest credits. The Company funds pension costs in accordance with the funding provisions of the Employee Retirement Income Security Act (ERISA).

The Company also sponsored a post-retirement benefit plan covering retirees who were age 55 with 10 years of service or age 65 with five years of service prior to March 1, 2018, when the plan was curtailed. The Company recognized a gain on the curtailment of the post-retirement plan of $352 thousand at March 1, 2018, which is included in the consolidated statements of operations for the six months ended June 30, 2018. The post-retirement benefit plan provides coverage toward a retiree’s eligible medical and life insurance benefits expenses. The plan is unfunded and funded as benefits are paid.

XML

Borrowings

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Borrowings

Note 10: Borrowings

FHLB Borrowings

As of June 30, 2018 and December 31, 2017, the Bank had $70.0 million of outstanding FHLB borrowings, consisting of two advances. Advances on the FHLB lines are secured by a blanket lien on qualified one-to-four family real estate, commercial real estate, and multifamily residential loans. Immediate available credit, as of June 30, 2018, was $172.2 million against a total line of credit of $248.2 million.

Further information regarding the two advances outstanding as of June 30, 2018 are shown in the following table.

							Maturity
	Balance		Originated	Interest Rate			Date
Adjustable rate hybrid	$	10,000	4/12/2013		4.72	%	4/13/2020
Fixed rate credit		60,000	6/4/2018		1.97	%	7/3/2018
Total FHLB borrowings	$	70,000			3.35	%

Subordinated Notes

On May 28, 2015, the Company entered into a purchase agreement with 29 accredited investors under which the Company issued an aggregate of $7.0 million of subordinated notes (the “notes”) to the accredited investors. The notes have a maturity date of May 28, 2025 and bear interest, payable on the first of March and September of each year, at a fixed interest rate of 6.50% per year. The notes are not convertible into common stock or preferred stock and are not callable by the holders. The Company has the right to redeem the notes, in whole or in part, without premium or penalty, at any interest payment date on or after May 28, 2020, but in all cases in a principal amount with integral multiples of $1,000, plus interest accrued and unpaid through the date of redemption. If an event of default occurs, such as the bankruptcy of the Company, the holder of a note may declare the principal amount of the notes to be due and immediately payable. The notes are unsecured, subordinated obligations of the Company and rank junior in right of payment to the Company’s existing and future senior indebtedness. The notes qualify as Tier 2 capital for regulatory reporting. The aggregate carrying value of the notes, including capitalized debt issuance costs, was $6.9 million at both June 30, 2018 and December 31, 2017. For the three months ended June 30, 2018 and 2017, the effective interest rate on the notes was 6.85% and 6.93%, respectively. For the six months ended June 30, 2018 and 2017, the effective interest rate on the notes was 6.85% and 6.87%, respectively.

ESOP Debt

The aggregate carrying value of debt secured by shares of Company stock, issued and outstanding, in the Company’s ESOP was $1.0 million at June 30, 2018 and $1.1 million at December 31, 2017 and is included in other liabilities on the consolidated balance sheets. The debt is comprised of five fixed rate-amortizing notes, four of which carry an interest rate of 3.25% and one that carries an interest rate of 4.50% with maturity dates ranging from March 1, 2019 to December 31, 2027. Shares that collateralize these loans are not allocated to ESOP participants’ accounts.

XML

Fair Value Measurements

6 Months Ended

Jun. 30, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 11: Fair Value Measurements

The Company uses fair value to record certain assets and liabilities and to determine fair value disclosures. Authoritative accounting guidance clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value also assumes that the reporting entity would sell the asset or transfer the liability in the principal or most advantageous market.

Authoritative accounting guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The three levels of the fair value hierarchy based on these two types of inputs are as follows:

Level 1 –	Valuation is based on quoted prices in active markets for identical assets and liabilities.
Level 2 –	Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.
Level 3 –	Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements:

Available-for-sale securities: Available-for-sale securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third-party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2). In certain cases, where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy. The Company engages a third party to determine the fair value of its available-for-sale securities.

Mortgage servicing rights (“MSR”): The Company currently owns MSRs from two portfolios, one serviced for Fannie Mae (“FNMA”) and one serviced for Freddie Mac (“FHLMC”). The MSRs for the portfolios serviced for FNMA and FHLMC are recorded at fair value on a recurring basis, with changes in fair value recorded in the results of operations.

A model is used to determine fair value, which establishes pools of performing loans, calculates cash flows for each pool, and applies a discount rate to each pool. Loans are segregated into 14 pools based on each loan’s term and seasoning (age). All loans have fixed interest rates. Cash flows are then estimated by utilizing assumed service costs and prepayment speeds. Monthly service costs were assumed to be $6.50 per loan as of June 30, 2018 and as of December 31, 2017. Prepayment speeds are determined primarily based on the average interest rate of the loans in each pool. The prepayment scale used is the Public Securities Association (“PSA”) model, where “100% PSA” means prepayments are zero in the first month, then increase by 0.2% of the loan balance each month until reaching 6.0% in month 30. Thereafter, the 100% PSA model assumes an annual prepayment of 6.0% of the remaining loan balance. The average PSA speed assumption in the fair value model is 129% and 150% as of June 30, 2018 and December 31, 2017, respectively. A discount rate of 12.5% and 13.0% was then applied to each pool as of June 30, 2018 and as of December 31, 2017, respectively. The discount rate is intended to represent the estimated market yield for the highest quality grade of comparable servicing. MSRs are classified as Level 3.

The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis as ofthe dates stated.

			Fair Value Measurements as of June 30, 2018 Using
	Balance as of June 30, 2018		Level 1		Level 2		Level 3
Available-for-sale securities:
U. S. Government agencies and mortgage backed    securities	$	46,327	$	—	$	46,327	$	—
State and municipal obligations		20,891		—		20,891		—
Corporate bonds		7,104		—		—		7,104
Total available for sale securities	$	74,322	$	—	$	67,218	$	7,104
Mortgage servicing rights	$	977	$	—	$	—	$	977

			Fair Value Measurements as of December 31, 2017 Using
	Balance as of December 31, 2017		Level 1		Level 2		Level 3
Available-for-sale securities:
U. S. Government agencies and mortgage backed securities	$	49,283	$	—	$	49,283	$	—
State and municipal obligations		21,153		—		21,153		—
Corporate bonds		6,717		—		—		6,717
Total available for sale securities	$	77,153	$	—	$	70,436	$	6,717
Mortgage servicing rights	$	999	$	—	$	—	$	999

The reconciliation of items using Level 3 inputs is as follows.

	MSR			Corporate Bonds
Balance December 31, 2017	$	999		$	6,717
Purchases		—			400
Fair value adjustments		(22	)		(13	)
Sales		—			—
Balance June 30, 2018	$	977		$	7,104

Certain assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.

The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the financial statements:

Impaired Loans: Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. The measurement of loss associated with impaired loans can be based on either the discounted cash flows of the loan or the fair value of the collateral, if any, less estimated costs to sell. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. Any given loan may have multiple types of collateral; however, the vast majority of the Company’s collateral is real estate. The value of real estate collateral is determined utilizing a market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level 2). However, if the collateral value is significantly adjusted due to differences in the comparable properties, or is discounted by the Company because of lack of marketability, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business’ financial statements if not considered significant. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Fair value adjustments are recorded in the period incurred as provision for loan losses on the consolidated statements of operations.

Other Real Estate Owned: OREO is measured at fair value less estimated costs to sell, based on an appraisal conducted by an independent, licensed appraiser. If the collateral value is significantly adjusted due to differences in the comparable properties, or is discounted by the Company because of lack of marketability, then the fair value is considered Level 3. Fair value adjustments, if any, are recorded in the period incurred and included in other noninterest expense on the consolidated statements of operations.

The following table summarizes the Company’s assets that were measured at fair value on a non-recurring basis as of the dates stated.

			Fair Value Measurements as of June 30, 2018 Using
	Balance as of June 30, 2018		Level 1		Level 2		Level 3
Impaired loans	$	4,657	$	—	$	—	$	4,657
Other real estate owned		3,501		—		—		3,501

			Fair Value Measurements as of December 31, 2017 Using
	Balance as of December 31, 2017		Level 1		Level 2		Level 3
Impaired loans	$	3,491	$	—	$	—	$	3,491
Other real estate owned		4,284		—		—		4,284

The following table displays quantitative information about Level 3 Fair Value Measurements as of June 30, 2018.

	Balance as of June 30, 2018		Valuation Technique	Unobservable Input	Range (Weighted Average)
Impaired loans	$	4,657	Discounted appraised value	Selling Cost Lack of Marketability	0%-30% (18%) 50%-100% (70%)
			Discounted cash flows	Discount rate	5%-6% (6%)
Other real estate owned		3,501	Discounted appraised value	Selling Cost Lack of Marketability	3%-13% (4%) 4%-100% (12%)

The following table displays quantitative information about Level 3 Fair Value Measurements as of December 31, 2017.

	Balance as of December 31, 2017		Valuation Technique	Unobservable Input	Range (Weighted Average)
Impaired loans	$	3,491	Discounted appraised value	Selling Cost Lack of Marketability	6%-20% (16%) 50%-90% (65%)
			Discounted cash flows	Discount rate	5%-6% (6%)
Other real estate owned		4,284	Discounted appraised value	Selling Cost Lack of Marketability	3%-13% (8%) 10%-100% (16%)

In 2018, the Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10), which requires public companies to use the exit price when measuring fair value of financial instruments measured at amortized cost. The Company engaged a third party to assist with the prospective measurement of the fair value of certain assets and liabilities measured on a nonrecurring basis. The fair values as of June 30, 2018 below were calculated using the exit prices, as promulgated by this standard, while the fair values as of December 31, 2017 were calculated using a discounted cash flows method or other methods; therefore, the tables below are not comparable.

The carrying values of cash and due from banks, interest-bearing deposits, certificates of deposit, federal funds sold or purchased, accrued interest receivable, loans held for sale, and noninterest-bearing deposits are payable on demand or are of such short duration that carrying value approximates market value.

The carrying value of restricted securities approximates fair value based on the redemption provisions of the issuer.

The fair value of performing loans is estimated by discounting the future cash flows using two sets of data sources. First, recent originations, occurring over the prior twelve months, were evaluated, and second, market data showing originations over the prior three months was evaluated. The selected rate was the greater of the two sources. For all loans other than a selective consumer loan portfolio, credit loss severity rates were calculated using the probability of default and the loss given default percentages derived from market data. For the consumer loan portfolio, historical delinquency data was obtained by the servicer of the portfolio. The fair value of impaired loans is measured as described within the Impaired Loans section of this note. The fair value of loans does consider the lack of liquidity and uncertainty in the market that might affect the valuation.

Time deposits are presented at estimated fair value by discounting the future cash flows using recent issuance rates over the prior three months and a market rate analysis of recent offering rates.

The fair value of the Company’s subordinated notes is estimated by utilizing recent issuance rates for subordinated debt offerings of similar issuer size.

The fair value of the FHLB advances is estimated by discounting the future cash flows using current interest rates offered for similar advances.

The fair value of commitments to extend credit is estimated using the fees currently charged to enter similar agreements, taking into account the remaining terms of the agreements and the present credit worthiness of the counter parties. For fixed rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of standby letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counter parties at the reporting date. At June 30, 2018 and December 31, 2017, the fair value of loan commitments and standby letters of credit was immaterial, and therefore not included in the table above.

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair value of the Company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

The following table summarizes the Company’s assets and liabilities at carrying values and estimated fair values on a nonrecurring basis as of the dates stated.

					Fair Value Measurements as of June 30, 2018 Using
	Carrying value as of		Fair Value as of
	June 30, 2018		June 30, 2018		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from banks	$	8,319	$	8,319	$	8,319	$	—	$	—
Interest-bearing deposits		28,263		28,263		28,263		—		—
Certificates of deposit		3,224		3,224		—		3,224		—
Federal funds sold		1,944		1,944		1,944		—		—
Restricted securities		6,190		6,190		—		6,190		—
Loans receivable, net		794,443		781,194		—		—		781,194
Loans held for sale		669		669		—		669		—
Accrued interest receivable		2,954		2,954		—		—		2,954
Financial Liabilities:
Noninterest-bearing liabilities		108,943		108,943		108,943		—		—
Savings and interest-bearing demand deposits		296,206		296,206		—		296,206		—
Time deposits		369,917		370,430		—		370,430		—
Securities sold under repurchase agreements		7,008		7,008		—		7,008		—
FHLB advances		70,000		69,634		—		69,634		—
Subordinated notes		6,885		7,049		—		7,049		—

					Fair Value Measurements as of December 31, 2017 Using
	Carrying value as of		Fair Value as of
	December 31, 2017		December 31, 2017		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from banks	$	9,396	$	9,396	$	9,396	$	—	$	—
Interest-bearing deposits		41,971		41,971		41,971		—		—
Certificates of deposit		3,224		3,224		—		3,224		—
Federal funds sold		6,961		6,961		6,961		—		—
Restricted securities		5,787		5,787		—		5,787		—
Loans receivable, net		758,726		774,099		—		—		774,099
Loans held for sale		1,651		1,651		—		1,651		—
Accrued interest receivable		3,194		3,194		—		—		3,194
Financial Liabilities:
Noninterest-bearing liabilities		103,037		103,037		103,037		—		—
Savings and interest-bearing demand deposits		299,820		299,820		—		299,820		—
Time deposits		358,989		356,450		—		-		356,450
Securities sold under repurchase agreements		9,498		9,498		—		9,498		—
FHLB advances		70,000		70,486		—		70,486		—
Subordinated notes		6,877		7,000		—		—		7,000

XML

Changes in Accumulated Other Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Changes in Accumulated Other Comprehensive Income (Loss)

Note 12: Changes in Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) net of taxes are shown in the following tables for the periods presented.

	For the Three Months Ended  June 30, 2018
	Net Unrealized Gains (Losses) on Securities			Pension and Post-retirement Benefit Plans			Accumulated Other Comprehensive Income (Loss)
Balance as of April 1, 2018	$	(1,433	)	$	(667	)	$	(2,100	)
Change in net unrealized holding loss on available for sale    securities, net of tax benefit of $57		(215	)		—			(215	)
Balance as of June 30, 2018	$	(1,648	)	$	(667	)	$	(2,315	)
	For the Six Months Ended June 30, 2018
	Net Unrealized Gains (Losses) on Securities			Pension and Post-retirement Benefit Plans			Accumulated Other Comprehensive Income (Loss)
Balance as of January 1, 2018	$	(489	)	$	(667	)	$	(1,156	)
Change in net unrealized holding loss on available for sale    securities, net of tax benefit of $308		(1,159	)		—			(1,159	)
Balance as of June 30, 2018	$	(1,648	)	$	(667	)	$	(2,315	)

XML

Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”) and to the general practices within the banking industry. In management’s opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the consolidated financial statements, have been included. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or for any other interim periods. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

Certain amounts presented in the consolidated financial statements of prior periods have been reclassified to conform to current year presentations. The reclassifications had no effect on net income, net income per share, or shareholders’ equity as previously reported. All dollar amounts included in the tables in these notes are in thousands, except per share data, unless otherwise stated.

Loans

Loans are reported at their recorded investment, which is the outstanding principal balance net of any unearned income, such as deferred fees and costs, charge-offs, and acquisition accounting adjustments (discounts) on acquired loans. Interest on loans is recognized over the term of the loan and is calculated using the interest method on principal amounts outstanding. Loan origination fees and certain direct origination costs are deferred and recognized as an adjustment of the related loan yield over the contractual term of the loan, adjusted for early pay-offs, where applicable.

All interest accrued but not collected for loans that are placed on non-accrual or charged off are reversed against interest income. Any subsequent interest received on these loans is accounted for on the cash basis or cost recovery method until qualifying for return to accrual. Generally, a loan is returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured, or it becomes well secured and in the process of collection.

Allowance for Loan Losses

The allowance for loan losses (“ALL”) reflects management’s judgment of probable loan losses inherent in the loan portfolio at the balance sheet date. Management uses a disciplined process and methodology to establish the ALL each quarter. To determine the total ALL, the Company estimates the reserves needed for each homogenous segment and class of the portfolio, and any loans analyzed individually for impairment. Depending on the nature of each segment and class, considerations include historical loss experience, adverse situations that may affect a borrower’s ability to repay, credit scores, past due history, estimated value of any underlying collateral, prevailing local and national economic conditions, and internal policies and procedures, including credit risk management and underwriting. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as conditions change.

The ALL consists of specific, general, and unallocated components. The specific component is determined by identifying impaired loans (as described below) then evaluating each one to calculate the amount of impairment. Impaired loans measured for impairment generally include (1) any loan risk rated Special Mention or worse where the borrower has filed for bankruptcy; and (2) all loans risk rated Substandard or worse with balances of $400 thousand or more; and (3) all loans classified as a troubled debt restructuring (“TDR”). A specific allowance arises when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component of the ALL collectively evaluates any loans not identified as impaired or evaluated as impaired and are grouped into segments and classes. Historical loss experience is calculated and applied to each segment or class, then adjusted for qualitative factors. Qualitative factors include changes in local and national economic indicators, such as unemployment rates, interest rates, gross domestic product growth, and real estate market trends; the level of past due and nonaccrual loans; risk ratings on individual loans; strength of credit policies and procedures; loan officer experience; borrower credit scores; and other intrinsic risks related to the types and geographic locations of loans. These qualitative adjustments reflect management’s judgment of risks inherent in the segments. An unallocated component is maintained if needed to cover uncertainties that could affect management’s estimate of probable losses. Changes in the allowance for loan losses and the related provision expense can materially affect net income.

Internal Risk Rating Grades

Internal Risk Rating Grades

All loans in the Company’s loan portfolio, with the exception of purchased consumer loans, are risk graded using loan risk grading software that employs a variety of algorithms based on detailed account characteristics to include borrower’s payment history on a total relationship basis as well as loan to value exposure. For non-homogenous loans, management reviews these resulting grade assignments and makes adjustments to the final grade where appropriate based on an assessment of additional external information that may affect a particular loan. For purchased consumer loans, a loan is graded “substandard” when it is 90 days or more past due; otherwise, the loan is graded “pass”.

  Risk rating categories are as follows:

Pass – Borrower is strong or sound and collateral securing the loan, if any, is adequate.

Watch – Borrower exhibits some signs of financial stress but is generally believed to be a satisfactory customer and collateral, if any, may be in excess of 90% of the loan balance.

Special Mention – Adverse trends in the borrower’s financial position are evident and warrant management’s close attention. Any collateral may not be fully adequate to secure the loan balance.

Substandard – A loan in this category has a well-defined weakness in the primary repayment source that jeopardizes the timely collection of the debt. There is a distinct possibility that a loss may result if the weakness is not corrected.

Doubtful – Default has already occurred and it is likely that foreclosure or repossession procedures have begun or will begin in the near future. Weaknesses make collection or liquidation in full, based on currently existing information, highly questionable and improbable.

Loss – Uncollectible and of such little value that continuance as a bankable asset is not warranted.

Troubled Debt Restructuring

Troubled Debt Restructuring

In some situations, for economic or legal reasons related to a borrower’s financial condition, management may grant a concession to a borrower that it would not otherwise consider. In cases where borrowers are granted new terms that provide for a reduction of either interest or principal or an extension of the maturity date at a stated interest rate lower than the current market rate for new debt with similar risks, the related loan is classified as a troubled debt restructuring. Management strives to identify borrowers in financial difficulty early and work with them to modify their loan to more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. Management measures all TDRs for impairment as noted below for impaired loans.

XML

Business Combination (Tables)

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

Schedule of Fair Value of Assets Acquired and Liabilities Assumed

The following table details the total consideration paid by the Company on April 1, 2017, in connection with the acquisition of Virginia BanCorp, the fair value of the assets acquired and liabilities assumed, and the resulting goodwill.

			Fair Value
	As Recorded		Adjustments			As Recorded
	by Virginia BanCorp		and Reclassifications			by the Company
Consideration paid:
Bay Banks of Virginia, Inc. common stock						$	42,247
Identifiable assets acquired:
Cash and due from banks	$	2,356	$	—		$	2,356
Interest-bearing deposits		12,342		—			12,342
Securities available-for-sale		22,088		—			22,088
Restricted securities		1,543		—			1,543
Loans receivable		272,479		(62,068	)		210,411
Loans held for sale		—		55,648			55,648
Deferred income taxes		1,325		255			1,580
Premises and equipment		3,333		2,703			6,036
Accrued interest receivable		1,253		(24	)		1,229
Other real estate owned		3,113		—			3,113
Core deposit intangible		—		3,670			3,670
Bank owned life insurance		8,430		—			8,430
Mortgage servicing rights		324		—			324
Other assets		365		—			365
Total identified assets acquired		328,951		184			329,135
Identifiable liabilities assumed:
Noninterest-bearing deposits		21,119		—			21,119
Savings and interest-bearing demand deposits		124,640		—			124,640
Time deposits		121,437		733			122,170
Federal Home Loan Bank advances		25,000		—			25,000
Other liabilities		1,525		—			1,525
Total identifiable liabilities assumed		293,721		733			294,454
Total identifiable assets assumed	$	35,230	$	(549	)	$	34,681
Goodwill resulting from acquisition						$	7,566

Schedule of Unaudited Pro Forma Financial Information

Operational cost savings and other efficiencies expected to be achieved by the Company due to the Merger are also not reflected in the unaudited pro forma amounts.

	For the Six Months Ended June 30, 2017
Net interest income	$	11,845
Net income		1,464

Schedule of Impact of Certain Acquisition Accounting Adjustments

The net effect of the amortization and accretion of premiums and discounts associated with the Company’s acquisition accounting adjustments to assets acquired and liabilities assumed from Virginia BanCorp had the following impact on the consolidated statements of operations for the periods presented below.

	Three Months Ended June 30, 2018			Six Months Ended June 30, 2018
Loans (1)	$	547		$	1,051
Core deposit intangible (2)		(203	)		(414	)
Time deposits (3)		42			110
Depreciation (4)		(10	)		(20	)
Net impact to income before income taxes	$	376		$	727

(1) Loan discount accretion is included in loan interest income, including fees, in the consolidated statements of operations.

(2) CDI amortization is included in other expense in noninterest expense in the consolidated statements of operations.

(3) Time deposit premium amortization is included in deposits in interest expense in the consolidated statements of operations.

(4) Depreciation on the fair value adjustment of fixed assets is included in occupancy expense in noninterest expense in the consolidated statements of operations.

XML

Securities (Tables)

6 Months Ended

Jun. 30, 2018

Investments Debt And Equity Securities [Abstract]

Aggregate Amortized Costs and Fair Values of Available-for-Sale Securities

The aggregate amortized costs and fair values of available-for-sale securities as of the dates stated were as follows.

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
June 30, 2018	Cost		Gains		(Losses)			Value
U.S. Government agencies and mortgage backed securities	$	48,032	$	2	$	(1,707	)	$	46,327
State and municipal obligations		21,281		32		(422	)		20,891
Corporate bonds		7,096		10		(2	)		7,104
Total available-for-sale securities	$	76,409	$	44	$	(2,131	)	$	74,322

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
December 31, 2017	Cost		Gains		(Losses)			Value
U.S. Government agencies and mortgage backed securities	$	49,964	$	6	$	(687	)	$	49,283
State and municipal obligations		21,113		195		(155	)		21,153
Corporate bonds		6,696		23		(2	)		6,717
Total available-for-sale securities	$	77,773	$	224	$	(844	)	$	77,153

Unrealized Loss Positions

The following tables provide additional information on these securities as of the dates stated.

	Less than 12 months					12 months or more					Total
June 30, 2018	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Government agencies and mortgage backed    securities	$	31,602	$	(1,046	)	$	14,323	$	(661	)	$	45,925	$	(1,707	)
States and municipal obligations		10,363		(99	)		5,403		(323	)		15,766		(422	)
Corporate bonds		498		(2	)		—		—			498		(2	)
Total temporarily impaired securities	$	42,463	$	(1,147	)	$	19,726	$	(984	)	$	62,189	$	(2,131	)

	Less than 12 months					12 months or more					Total
December 31, 2017	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Government agencies and mortgage backed    securities	$	25,053	$	(353	)	$	16,184	$	(334	)	$	41,237	$	(687	)
States and municipal obligations		2,753		(15	)		5,787		(140	)		8,540		(155	)
Corporate bonds		498		(2	)		—		—			498		(2	)
Total temporarily impaired securities	$	28,304	$	(370	)	$	21,971	$	(474	)	$	50,275	$	(844	)

Summary of Amortized Cost and Fair Value by Contractual Maturity of Securities Available for Sale

The following table presents the amortized cost and fair value by contractual maturity of securities available for sale as of the dates stated. Expected maturities may differ from contractual maturities, as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities that are not due at a single maturity date that do not have contractual maturities are shown separately.

	June 30, 2018				December 31, 2017
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
State and municipal obligations
Due in one year or less	$	1,632	$	1,631	$	1,241	$	1,237
Due after one year but less than five years		8,201		8,130		7,173		7,219
Due after five years but less than ten years		10,977		10,676		11,736		11,740
Due after ten years		471		454		963		957
U.S. Government agencies and mortgage backed securities		48,032		46,327		49,964		49,283
Corporate bonds		7,096		7,104		6,696		6,717
Total available-for-sale securities	$	76,409	$	74,322	$	77,773	$	77,153

XML

Loans (Tables)

6 Months Ended

Jun. 30, 2018

Summary of Balances of Loans

The following is a summary of the balances of loans as of the dates stated.

	June 30, 2018			December 31, 2017
Mortgage loans on real estate:
Construction, Land and Land Development	$	81,059		$	66,042
Farmland		770			923
Commercial Mortgages (Non-Owner Occupied)		156,891			146,757
Commercial Mortgages (Owner Occupied)		80,258			80,052
Residential First Mortgages		285,477			269,365
Residential Revolving and Junior Mortgages		39,747			46,498
Commercial and Industrial		124,563			114,093
Consumer		32,767			42,566
Total loans		801,532			766,296
Net unamortized deferred loan costs		24			200
Allowance for loan losses		(7,113	)		(7,770	)
Loans, net	$	794,443		$	758,726

Recorded Investment for Past Due and Non-accruing Loans

The recorded investment for past due and nonaccruing loans is shown in the following tables as of the dates stated. A loan past due by 90 days or more is generally placed on nonaccrual unless it is both well secured and in the process of collection. Loans presented below as 90 days or more past due and still accruing include PCI loans.

June 30, 2018	30-89 Days Past Due		90 Days or More Past Due and Still Accruing		Nonaccruals		Total Past Due and Nonaccruals		Current		Total Loans
Mortgage Loans on Real Estate:
Construction, Land and Land Development	$	250	$	—	$	538	$	788	$	80,271	$	81,059
Farmland		—		—		—		—		770		770
Commercial Mortgages (Non-Owner Occupied)		560		—		448		1,008		155,883		156,891
Commercial Mortgages (Owner Occupied)		121		—		939		1,060		79,198		80,258
Residential First Mortgages		2,323		65		1,055		3,443		282,034		285,477
Residential Revolving and Junior Mortgages		72		19		370		461		39,286		39,747
Commercial and Industrial		202		—		—		202		124,361		124,563
Consumer		351		3		124		478		32,289		32,767
Total loans	$	3,879	$	87	$	3,474	$	7,440	$	794,092	$	801,532

December 31, 2017	30-89 Days Past Due		90 Days or More Past Due and Still Accruing		Nonaccruals		Total Past Due and Nonaccruals		Current		Total Loans
Mortgage Loans on Real Estate:
Construction, Land and Land Development	$	261	$	—	$	1,237	$	1,498	$	64,544	$	66,042
Farmland		—		48		—		48		875		923
Commercial Mortgages (Non-Owner Occupied)		449		—		—		449		146,308		146,757
Commercial Mortgages (Owner Occupied)		573		—		1,752		2,325		77,727		80,052
Residential First Mortgages		2,670		141		1,942		4,753		264,612		269,365
Residential Revolving and Junior Mortgages		449		20		1,338		1,807		44,691		46,498
Commercial and Industrial		331		—		92		423		113,670		114,093
Consumer		288		4		135		427		42,139		42,566
Total loans	$	5,021	$	213	$	6,496	$	11,730	$	754,566	$	766,296

PCI Loans

Recorded Investment for Past Due and Non-accruing Loans

The following tables include an aging analysis, based upon contractual terms, of the recorded investment of PCI loans as of the dates stated, included in the tables above.

June 30, 2018	30-89 Days Past Due		90 Days or More Past Due and Still Accruing		Nonaccruals		Total Past Due and Nonaccruals		Current		Total PCI Loans
Mortgage Loans on Real Estate:
Construction, Land and Land Development	$	—	$	—	$	—	$	—	$	1,390	$	1,390
Commercial Mortgages (Non-Owner Occupied)		—		—		—		—		156		156
Commercial Mortgages (Owner Occupied)		121		—		—		121		182		303
Residential First Mortgages		23		65		—		88		3,599		3,687
Residential Revolving and Junior Mortgages		—		19		—		19		23		42
Consumer		—		3		—		3		57		60
Total purchased credit-impaired loans	$	144	$	87	$	—	$	231	$	5,407	$	5,638

December 31, 2017	30-89 Days Past Due		90 Days or More Past Due and Still Accruing		Nonaccruals		Total Past Due and Nonaccruals		Current		Total PCI Loans
Mortgage Loans on Real Estate:
Construction, Land and Land Development	$	—	$	—	$	—	$	—	$	1,405	$	1,405
Commercial Mortgages (Non-Owner Occupied)		—		—		—		—		171		171
Commercial Mortgages (Owner Occupied)		161		—		—		161		160		321
Residential First Mortgages		349		141		—		490		3,320		3,810
Residential Revolving and Junior Mortgages		—		20		—		20		29		49
Consumer		—		4		—		4		65		69
Total purchased credit-impaired loans	$	510	$	165	$	—	$	675	$	5,150	$	5,825

XML

Allowance for Loan Losses (Tables)

6 Months Ended

Jun. 30, 2018

Receivables [Abstract]

Loans Evaluated for Impairment Individually and Collectively by Segment

The following tables show loans evaluated for impairment individually and collectively by segment as of the dates stated.

June 30, 2018	Mortgage Loans on Real Estate		Commercial and Industrial		Consumer and Other		Total
Allowance for loan losses applicable to:
Loans individually evaluated for impairment	$	1,125	$	—	$	131	$	1,256
Loans collectively evaluated for impairment		3,119		944		1,794		5,857
Purchased credit impaired loans		—		—		—		—
Total allowance on loan losses	$	4,244	$	944	$	1,925	$	7,113
Loan balances applicable to:
Loans individually evaluated for impairment	$	8,037	$	—	$	131	$	8,168
Loans collectively evaluated for impairment		630,587		124,563		32,576		787,726
Purchased credit impaired loans		5,578		—		60		5,638
Total loans	$	644,202	$	124,563	$	32,767	$	801,532
December 31, 2017
Allowance for loan losses applicable to:
Loans individually evaluated for impairment	$	861	$	92	$	141	$	1,094
Loans collectively evaluated for impairment		3,003		786		2,887		6,676
Purchased credit impaired loans		—		—		—		—
Total allowance on loan losses	$	3,864	$	878	$	3,028	$	7,770
Loan balances applicable to:
Loans individually evaluated for impairment	$	8,874	$	92	$	141	$	9,107
Loans collectively evaluated for impairment		595,007		114,001		42,356		751,364
Purchased credit impaired loans		5,756		—		69		5,825
Total loans	$	609,637	$	114,093	$	42,566	$	766,296

ALL by Portfolio Segment

The following tables show an analysis of the change in the ALL by segment for the periods presented.

	Mortgage Loans on Real Estate			Commercial and Industrial			Consumer			Total
For the Three Months Ended June 30, 2018
Beginning Balance	$	4,190		$	1,043		$	2,690		$	7,923
(Charge-offs)		(83	)		(101	)		(335	)		(519	)
Recoveries		16			—			41			57
Provision (recovery)		121			2			(471	)		(348	)
Ending Balance	$	4,244		$	944		$	1,925		$	7,113
	Mortgage Loans on Real Estate			Commercial and Industrial			Consumer			Total
For the Three Months Ended June 30, 2017
Beginning Balance	$	3,421		$	528		$	44		$	3,993
(Charge-offs)		(141	)		—			(193	)		(334	)
Recoveries		10			1			3			14
Provision (recovery)		396			(73	)		245			568
Ending Balance	$	3,686		$	456		$	99		$	4,241
	Mortgage Loans on Real Estate			Commercial and Industrial			Consumer			Total
For the Six Months Ended June 30, 2018
Beginning Balance	$	3,864		$	878		$	3,028		$	7,770
(Charge-offs)		(114	)		(116	)		(677	)		(907	)
Recoveries		43			—			235			278
Provision (recovery)		451			182			(661	)		(28	)
Ending Balance	$	4,244		$	944		$	1,925		$	7,113
	Mortgage Loans on Real Estate			Commercial and Industrial			Consumer			Total
For the Six Months Ended June 30, 2017
Beginning Balance	$	3,318		$	493		$	52		$	3,863
(Charge-offs)		(273	)		—			(201	)		(474	)
Recoveries		88			1			5			94
Provision (recovery)		553			(38	)		243			758
Ending Balance	$	3,686		$	456		$	99		$	4,241

Schedule of Changes in Accretable Yield for PCI Loans

The following table presents the changes in the accretable yield for PCI loans for the period presented.

	For the Six Months Ended
	June 30, 2018
Balance as of December 31, 2017	$	1,087
Accretion of acquisition accounting adjustment		(171	)
Reclassifications from nonaccretable balance, net		69
Other changes, net		175
Balance as of June 30, 2018	$	1,160

Internal Risk Rating Grades

The tables below show the risk ranking of loans as of the dates stated.

June 30, 2018	Construction, Land and Land Development		Farmland		Residential First Mortgages		Residential Revolving and Junior Mortgages		Commercial Mortgages (Non-Owner Occupied)		Commercial Mortgages (Owner Occupied)		Commercial and Industrial		Consumer		Total Loans
Grade:
Pass	$	72,229	$	770	$	273,382	$	37,869	$	151,342	$	73,781	$	121,571	$	11,225	$	742,169
Watch		6,673		—		7,779		1,165		4,946		4,798		1,691		21,264		48,316
Special mention		—		—		2,503		—		—		557		—		131		3,191
Substandard		2,157		—		1,813		713		603		1,122		1,301		142		7,851
Doubtful		—		—		—		—		—		—		—		5		5
Total loans	$	81,059	$	770	$	285,477	$	39,747	$	156,891	$	80,258	$	124,563	$	32,767	$	801,532

December 31, 2017	Construction, Land and Land Development		Farmland		Residential First Mortgages		Residential Revolving and Junior Mortgages		Commercial Mortgages (Non-Owner Occupied)		Commercial Mortgages (Owner Occupied)		Commercial and Industrial		Consumer		Total Loans
Grade:
Pass	$	55,949	$	923	$	256,614	$	43,659	$	140,625	$	67,732	$	110,281	$	12,431	$	688,214
Watch		6,690		—		8,624		1,376		5,931		10,076		2,373		29,917		64,987
Special mention		172		—		205		—		—		—		1,347		—		1,724
Substandard		3,231		—		3,922		1,463		201		2,244		92		218		11,371
Doubtful		—		—		—		—		—		—		—		—		—
Total loans	$	66,042	$	923	$	269,365	$	46,498	$	146,757	$	80,052	$	114,093	$	42,566	$	766,296

Company's Recorded Investment and Borrowers' Unpaid Principal Balances for Impaired Loans, Excluding PCI Loans, with Associated ALL Amount

The following tables show the Company’s recorded investment and the borrowers’ unpaid principal balances for impaired loans, excluding PCI loans, with the associated ALL amount, if applicable, as of the dates stated.

	As of June 30, 2018						As of December 31, 2017
	Recorded Investment		Borrowers’ Unpaid Principal Balance		Related Allowance		Recorded Investment		Borrowers’ Unpaid Principal Balance		Related Allowance
With no related allowance:
Construction, Land and Land Development	$	93	$	164	$	—	$	900	$	1,378	$	—
Residential First Mortgages		1,598		1,852		—		1,488		1,488		—
Residential Revolving and Junior Mortgages		416		416		—		414		414		—
Commercial Mortgages (Non-owner occupied)		—		—		—		—		—		—
Commercial Mortgages (Owner occupied)		1,404		1,404		—		1,721		1,971		—
Commercial and Industrial		—		—		—		—		—		—
Consumer-Other		—		—		—		—		—		—
Total impaired loans with no related allowance		3,511		3,836		—		4,523		5,251		—
With an allowance recorded:
Construction, Land and Land Development		571		571		257		550		621		137
Residential First Mortgages		2,842		2,842		594		1,914		1,914		367
Residential Revolving and Junior Mortgages		130		527		67		1,340		1,340		162
Commercial Mortgages (Non-owner occupied)		448		448		46		—		—		—
Commercial Mortgages (Owner occupied)		535		535		161		547		586		195
Commercial and Industrial		—		—		—		92		92		92
Consumer-Other		131		131		131		141		141		141
Total impaired loans with allowance recorded		4,657		5,054		1,256		4,584		4,694		1,094
Total Impaired Loans:
Construction, Land and Land Development		664		735		257		1,450		1,999		137
Residential First Mortgages		4,440		4,694		594		3,402		3,402		367
Residential Revolving and Junior Mortgages		546		943		67		1,754		1,754		162
Commercial Mortgages (Non-owner occupied)		448		448		46		—		—		—
Commercial Mortgages (Owner occupied)		1,939		1,939		161		2,268		2,557		195
Commercial and Industrial		—		—		—		92		92		92
Consumer-Other		131		131		131		141		141		141
Total Impaired Loans	$	8,168	$	8,890	$	1,256	$	9,107	$	9,945	$	1,094

The following table shows the average recorded investment and interest income recognized for impaired loans, excluding PCI loans, for the periods presented.

	For the Three Months Ended								For the Six Months Ended
	June 30, 2018				June 30, 2017				June 30, 2018				June 30, 2017
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance:
Construction, land and land development	$	84	$	—	$	1,453	$	14	$	165	$	1	$	1,479	$	27
Residential First Mortgages		1,513		24		1,769		2		1,471		41		1,774		7
Residential Revolving and Junior Mortgages		415		1		162		—		415		3		162		1
Commercial Mortgages (Non-owner occupied)		—		—		247		5		—		—		248		8
Commercial Mortgages (Owner occupied)		1,385		20		1,689		4		1,380		32		1,777		11
Commercial and Industrial		—		—		—		—		—		—		—		—
Consumer - Other		—		3		—		—		—		—		—		—
Total impaired loans with no allowance		3,397		48		5,320		25		3,431		77		5,440		54
With an allowance recorded:
Construction, land and land development		571		8		236		1		553		17		238		2
Residential First Mortgages		2,623		36		1,938		23		2,386		67		1,942		47
Residential Revolving and Junior Mortgages		131		2		1,300		5		123		4		1,301		18
Commercial Mortgages (Non-owner occupied)		224		—		—		—		149		—		—		—
Commercial Mortgages (Owner occupied)		538		8		737		—		541		15		739		—
Commercial and Industrial		—		—		92		—		—		—		92		—
Consumer - Other		—		—		—		—		—		5		—		—
Total impaired loans with allowance recorded		4,087		54		4,303		29		3,752		108		4,312		67
Total Impaired Loans:
Construction, land and land development		655		8		1,689		15		718		18		1,717		29
Residential First Mortgages		4,136		60		3,707		25		3,857		108		3,716		54
Residential Revolving and Junior Mortgages		546		3		1,462		5		538		7		1,463		19
Commercial Mortgages (Non-owner occupied)		224		—		247		5		149		—		248		8
Commercial Mortgages (Owner occupied)		1,923		28		2,426		4		1,921		47		2,516		11
Commercial and Industrial		—		—		92		—		—		—		92		—
Consumer - Other		—		3		—		—		—		5		—		—
Total impaired loans	$	7,484	$	102	$	9,623	$	54	$	7,183	$	185	$	9,752	$	121

Reconciliation of Nonaccrual Loans to Impaired Loans

The following table presents a reconciliation of nonaccrual loans to impaired loans as of the dates stated.

	June 30, 2018			December 31, 2017
Nonaccrual loans	$	3,474		$	6,496
Nonaccrual loans not individually evaluated for impairment		(1,279	)		(854	)
Nonaccrual impaired loans		2,195			5,642
TDRs on accrual		3,803			2,214
Other impaired loans on accrual		2,170			1,251
Total impaired loans	$	8,168		$	9,107

Summary of Troubled Debt Restructurings

Loans modified as TDRs are considered impaired and are individually evaluated for impairment for the ALL. The following table presents, by segment, information related to loans modified as TDRs for the periods presented.

	For the Three Months Ended						For the Three Months Ended
	June 30, 2018						June 30, 2017
	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Residential first mortgages  (1)		1	$	30	$	30		—	$	—	$	—

(1) Modifications were an extension of the loan terms.

	For the Six Months Ended						For the Six Months Ended
	June 30, 2018						June 30, 2017
	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Residential first mortgages  (1)		4	$	590	$	594		—	$	—	$	—

(1) Modification were an extension of the loan terms.

Summary of Roll Forward of Accruing and Nonaccruing TDRs

The following table presents a roll forward of accruing and nonaccruing TDRs for the period presented.

	Accruing			Nonaccruing			Total
Balance as of December 31, 2017	$	1,452		$	2,612		$	4,064
Charge-offs		—			(92	)		(92	)
Payments and other adjustments		(41	)		7			(34	)
New TDR designation		557			30			587
Release TDR designation		—			—			—
Transfer		1,835			(1,729	)		106
Balance as of June 30, 2018	$	3,803		$	828		$	4,631

XML

Other Real Estate Owned, Net (Tables)

6 Months Ended

Jun. 30, 2018

Banking And Thrift [Abstract]

Summary of Properties Included in Other Real Estate Owned (OREO)

The table below details the properties included in other real estate owned (“OREO”) as of the dates stated.

	June 30, 2018				December 31, 2017
	Number of		Carrying		Number of		Carrying
	Properties		Value		Properties		Value
Residential		3	$	945		5	$	443
Land		20		2,020		20		3,223
Commercial properties		3		536		4		618
Total other real estate owned		26		3,501		29		4,284

XML

Earnings per share (Tables)

6 Months Ended

Jun. 30, 2018

Earnings Per Share [Abstract]

Weighted Average Number of Shares Used in Computing Earnings per Share

The following table shows the weighted average number of shares used in computing earnings per share and the effect on the weighted average number of shares of dilutive potential common stock.

	For the Three Months Ended				For the Six Months Ended
	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
Net income	$	946	$	557	$	2,070	$	380
Weighted average shares outstanding, basic		13,059,604		9,233,615		13,049,142		7,017,907
Dilutive shares:
Stock options		62,081		7,181		67,484		66,523
Restricted shares		4,734		—		5,021		—
Weighted average shares outstanding, dilutive		13,126,419		9,240,796		13,121,647		7,084,430
Basic and diluted earnings per share	$	0.07	$	0.06	$	0.16	$	0.05

XML

Borrowings (Tables)

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Advances of Borrowings

Further information regarding the two advances outstanding as of June 30, 2018 are shown in the following table.

							Maturity
	Balance		Originated	Interest Rate			Date
Adjustable rate hybrid	$	10,000	4/12/2013		4.72	%	4/13/2020
Fixed rate credit		60,000	6/4/2018		1.97	%	7/3/2018
Total FHLB borrowings	$	70,000			3.35	%

XML

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2018

Fair Value Disclosures [Abstract]

Schedule of Balances of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis as ofthe dates stated.

			Fair Value Measurements as of June 30, 2018 Using
	Balance as of June 30, 2018		Level 1		Level 2		Level 3
Available-for-sale securities:
U. S. Government agencies and mortgage backed    securities	$	46,327	$	—	$	46,327	$	—
State and municipal obligations		20,891		—		20,891		—
Corporate bonds		7,104		—		—		7,104
Total available for sale securities	$	74,322	$	—	$	67,218	$	7,104
Mortgage servicing rights	$	977	$	—	$	—	$	977

			Fair Value Measurements as of December 31, 2017 Using
	Balance as of December 31, 2017		Level 1		Level 2		Level 3
Available-for-sale securities:
U. S. Government agencies and mortgage backed securities	$	49,283	$	—	$	49,283	$	—
State and municipal obligations		21,153		—		21,153		—
Corporate bonds		6,717		—		—		6,717
Total available for sale securities	$	77,153	$	—	$	70,436	$	6,717
Mortgage servicing rights	$	999	$	—	$	—	$	999

Reconciliation of Items Using Level Three Inputs

The reconciliation of items using Level 3 inputs is as follows.

	MSR			Corporate Bonds
Balance December 31, 2017	$	999		$	6,717
Purchases		—			400
Fair value adjustments		(22	)		(13	)
Sales		—			—
Balance June 30, 2018	$	977		$	7,104

Summary of Assets Measured at Fair Value on Nonrecurring Basis

The following table summarizes the Company’s assets that were measured at fair value on a non-recurring basis as of the dates stated.

			Fair Value Measurements as of June 30, 2018 Using
	Balance as of June 30, 2018		Level 1		Level 2		Level 3
Impaired loans	$	4,657	$	—	$	—	$	4,657
Other real estate owned		3,501		—		—		3,501

			Fair Value Measurements as of December 31, 2017 Using
	Balance as of December 31, 2017		Level 1		Level 2		Level 3
Impaired loans	$	3,491	$	—	$	—	$	3,491
Other real estate owned		4,284		—		—		4,284

Summary of Quantitative Fair Value Measurements for Level 3

The following table displays quantitative information about Level 3 Fair Value Measurements as of June 30, 2018.

	Balance as of June 30, 2018		Valuation Technique	Unobservable Input	Range (Weighted Average)
Impaired loans	$	4,657	Discounted appraised value	Selling Cost Lack of Marketability	0%-30% (18%) 50%-100% (70%)
			Discounted cash flows	Discount rate	5%-6% (6%)
Other real estate owned		3,501	Discounted appraised value	Selling Cost Lack of Marketability	3%-13% (4%) 4%-100% (12%)

The following table displays quantitative information about Level 3 Fair Value Measurements as of December 31, 2017.

	Balance as of December 31, 2017		Valuation Technique	Unobservable Input	Range (Weighted Average)
Impaired loans	$	3,491	Discounted appraised value	Selling Cost Lack of Marketability	6%-20% (16%) 50%-90% (65%)
			Discounted cash flows	Discount rate	5%-6% (6%)
Other real estate owned		4,284	Discounted appraised value	Selling Cost Lack of Marketability	3%-13% (8%) 10%-100% (16%)

Summary of Assets and Liabilities at Carrying Value and Estimated Fair Value on a Nonrecurring Basis

The following table summarizes the Company’s assets and liabilities at carrying values and estimated fair values on a nonrecurring basis as of the dates stated.

					Fair Value Measurements as of June 30, 2018 Using
	Carrying value as of		Fair Value as of
	June 30, 2018		June 30, 2018		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from banks	$	8,319	$	8,319	$	8,319	$	—	$	—
Interest-bearing deposits		28,263		28,263		28,263		—		—
Certificates of deposit		3,224		3,224		—		3,224		—
Federal funds sold		1,944		1,944		1,944		—		—
Restricted securities		6,190		6,190		—		6,190		—
Loans receivable, net		794,443		781,194		—		—		781,194
Loans held for sale		669		669		—		669		—
Accrued interest receivable		2,954		2,954		—		—		2,954
Financial Liabilities:
Noninterest-bearing liabilities		108,943		108,943		108,943		—		—
Savings and interest-bearing demand deposits		296,206		296,206		—		296,206		—
Time deposits		369,917		370,430		—		370,430		—
Securities sold under repurchase agreements		7,008		7,008		—		7,008		—
FHLB advances		70,000		69,634		—		69,634		—
Subordinated notes		6,885		7,049		—		7,049		—

					Fair Value Measurements as of December 31, 2017 Using
	Carrying value as of		Fair Value as of
	December 31, 2017		December 31, 2017		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from banks	$	9,396	$	9,396	$	9,396	$	—	$	—
Interest-bearing deposits		41,971		41,971		41,971		—		—
Certificates of deposit		3,224		3,224		—		3,224		—
Federal funds sold		6,961		6,961		6,961		—		—
Restricted securities		5,787		5,787		—		5,787		—
Loans receivable, net		758,726		774,099		—		—		774,099
Loans held for sale		1,651		1,651		—		1,651		—
Accrued interest receivable		3,194		3,194		—		—		3,194
Financial Liabilities:
Noninterest-bearing liabilities		103,037		103,037		103,037		—		—
Savings and interest-bearing demand deposits		299,820		299,820		—		299,820		—
Time deposits		358,989		356,450		—		-		356,450
Securities sold under repurchase agreements		9,498		9,498		—		9,498		—
FHLB advances		70,000		70,486		—		70,486		—
Subordinated notes		6,877		7,000		—		—		7,000

XML

Changes in Accumulated Other Comprehensive Income (Loss) (Tables)

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Components of Accumulated Other Comprehensive Income (Loss) Net of Taxes

The components of accumulated other comprehensive income (loss) net of taxes are shown in the following tables for the periods presented.

	For the Three Months Ended  June 30, 2018
	Net Unrealized Gains (Losses) on Securities			Pension and Post-retirement Benefit Plans			Accumulated Other Comprehensive Income (Loss)
Balance as of April 1, 2018	$	(1,433	)	$	(667	)	$	(2,100	)
Change in net unrealized holding loss on available for sale    securities, net of tax benefit of $57		(215	)		—			(215	)
Balance as of June 30, 2018	$	(1,648	)	$	(667	)	$	(2,315	)
	For the Six Months Ended June 30, 2018
	Net Unrealized Gains (Losses) on Securities			Pension and Post-retirement Benefit Plans			Accumulated Other Comprehensive Income (Loss)
Balance as of January 1, 2018	$	(489	)	$	(667	)	$	(1,156	)
Change in net unrealized holding loss on available for sale    securities, net of tax benefit of $308		(1,159	)		—			(1,159	)
Balance as of June 30, 2018	$	(1,648	)	$	(667	)	$	(2,315	)

XML

Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Millions	1 Months Ended
	Aug. 31, 2017 USD ($) $ / shares shares
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Stock issued during period, shares, new issue through private placement | shares	3,783,784
Common stock offering price | $ / shares	$ 9.25
Proceeds from net of offering expenses | $	$ 32.9

XML

Business Combination - Additional Information (Detail) $ in Thousands		3 Months Ended	6 Months Ended
	Apr. 01, 2017 USD ($) shares	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Dec. 31, 2017 USD ($)	[1]
Business Acquisition [Line Items]
Goodwill during acquisition			$ 10,374		$ 10,374
Acquisition related expenses		$ 685	$ 363	$ 985
Virginia BanCorp
Business Acquisition [Line Items]
Common stock exchange ratio	1.178
Business combination, number of shares exchanged | shares	4,586,221
Business combination, value of shares exchanged	$ 42,200
Ownership percentage by shareholders of acquiring entity	51.00%
Ownership percentage by shareholders of acquired entity	49.00%
Goodwill during acquisition	$ 7,600
Acquisition related expenses				$ 985

[1] Derived from audited December 31, 2017 Consolidated Financial Statements.

XML

Business Combination - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands	Apr. 01, 2017	Jun. 30, 2018	Dec. 31, 2017	[1]
Identifiable liabilities assumed:
Goodwill resulting from acquisition		$ 10,374	$ 10,374
As Recorded by the Company
Consideration paid:
Bay Banks of Virginia, Inc. common stock	$ 42,247
Identifiable assets acquired:
Cash and due from banks	2,356
Interest-bearing deposits	12,342
Securities available-for-sale	22,088
Restricted securities	1,543
Loans receivable	210,411
Loans held for sale	55,648
Deferred income taxes	1,580
Premises and equipment	6,036
Accrued interest receivable	1,229
Other real estate owned	3,113
Core deposit intangible	3,670
Bank owned life insurance	8,430
Mortgage servicing rights	324
Other assets	365
Total identified assets acquired	329,135
Identifiable liabilities assumed:
Noninterest-bearing deposits	21,119
Savings and interest-bearing demand deposits	124,640
Time deposits	122,170
Federal Home Loan Bank advances	25,000
Other liabilities	1,525
Total identifiable liabilities assumed	294,454
Total identifiable assets assumed	34,681
Goodwill resulting from acquisition	7,566
Fair Value Adjustments and Reclassifications
Identifiable assets acquired:
Loans receivable	(62,068)
Loans held for sale	55,648
Deferred income taxes	255
Premises and equipment	2,703
Accrued interest receivable	(24)
Core deposit intangible	3,670
Total identified assets acquired	184
Identifiable liabilities assumed:
Time deposits	733
Total identifiable liabilities assumed	733
Total identifiable assets assumed	(549)
Virginia BanCorp
Identifiable assets acquired:
Cash and due from banks	2,356
Interest-bearing deposits	12,342
Securities available-for-sale	22,088
Restricted securities	1,543
Loans receivable	272,479
Deferred income taxes	1,325
Premises and equipment	3,333
Accrued interest receivable	1,253
Other real estate owned	3,113
Bank owned life insurance	8,430
Mortgage servicing rights	324
Other assets	365
Total identified assets acquired	328,951
Identifiable liabilities assumed:
Noninterest-bearing deposits	21,119
Savings and interest-bearing demand deposits	124,640
Time deposits	121,437
Federal Home Loan Bank advances	25,000
Other liabilities	1,525
Total identifiable liabilities assumed	293,721
Total identifiable assets assumed	35,230
Goodwill resulting from acquisition	$ 7,600

[1] Derived from audited December 31, 2017 Consolidated Financial Statements.

XML

Business Combination - Schedule of Pro Forma Financial Information (Detail) - Virginia Commonwealth Bank $ in Thousands	6 Months Ended
	Jun. 30, 2017 USD ($)
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Net interest income	$ 11,845
Net income	$ 1,464

XML

Business Combination - Summary of impact of Certain Acquisition Accounting Adjustments (Detail) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Business Acquisition, Pro Forma Information [Line Items]
Net impact to income before income taxes		$ 1,143	$ 811	$ 2,517	$ 513
Virginia Commonwealth Bank
Business Acquisition, Pro Forma Information [Line Items]
Loans	[1]	547		1,051
Core deposit intangible	[2]	(203)		(414)
Time deposits	[3]	42		110
Depreciation	[4]	(10)		(20)
Net impact to income before income taxes		$ 376		$ 727

[1] Loan discount accretion is included in loan interest income, including fees, in the consolidated statements of operations.

[2] CDI amortization is included in other expense in noninterest expense in the consolidated statements of operations.

[3] Time deposit premium amortization is included in deposits in interest expense in the consolidated statements of operations.

[4] Depreciation on the fair value adjustment of fixed assets is included in occupancy expense in noninterest expense in the consolidated statements of operations.

XML

Securities - Aggregate Amortized Costs and Fair Values of Available-for-Sale Securities (Detail) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 76,409	$ 77,773
Gross Unrealized Gains	44	224
Gross Unrealized (Losses)	(2,131)	(844)
Fair Value	74,322	77,153
US Government Agencies Agencies and Mortgage Backed Securities
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	48,032	49,964
Gross Unrealized Gains	2	6
Gross Unrealized (Losses)	(1,707)	(687)
Fair Value	46,327	49,283
State and Municipal Obligations
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	21,281	21,113
Gross Unrealized Gains	32	195
Gross Unrealized (Losses)	(422)	(155)
Fair Value	20,891	21,153
Corporate Bonds
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	7,096	6,696
Gross Unrealized Gains	10	23
Gross Unrealized (Losses)	(2)	(2)
Fair Value	$ 7,104	$ 6,717

XML

Securities - Additional Information (Detail) $ in Thousands	Jun. 30, 2018 USD ($) Security	Dec. 31, 2017 USD ($) Security
Schedule of Available-for-sale Securities [Line Items]
Fair value of securities	$ 18,500	$ 19,400
Debt Securities, Available-for-sale, Restriction Type [Extensible List]	us-gaap:CollateralPledgedMember	us-gaap:CollateralPledgedMember
Securities sold under repurchase agreements	$ 7,008	$ 9,498	[1]
Company's investment in Federal Home Loan Bank stock	3,400	3,700
Company's investment in Federal Reserve Bank stock	$ 2,100	$ 1,900
U.S. Government Agencies
Schedule of Available-for-sale Securities [Line Items]
Securities with unrealized loss positions | Security	52	36
State and Municipal Obligations
Schedule of Available-for-sale Securities [Line Items]
Securities with unrealized loss positions | Security	44	34
Corporate Bonds
Schedule of Available-for-sale Securities [Line Items]
Securities with unrealized loss positions | Security	1	1

[1] Derived from audited December 31, 2017 Consolidated Financial Statements.

XML

Securities - Unrealized Loss Positions (Detail) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Schedule of Available-for-sale Securities [Line Items]
Less than 12 months, Fair Value	$ 42,463	$ 28,304
Less than 12 months, Unrealized Loss	(1,147)	(370)
12 months or more, Fair Value	19,726	21,971
12 months or more, Unrealized Loss	(984)	(474)
Fair Value, Total	62,189	50,275
Total Unrealized Loss	(2,131)	(844)
US Government Agencies Agencies and Mortgage Backed Securities
Schedule of Available-for-sale Securities [Line Items]
Less than 12 months, Fair Value	31,602	25,053
Less than 12 months, Unrealized Loss	(1,046)	(353)
12 months or more, Fair Value	14,323	16,184
12 months or more, Unrealized Loss	(661)	(334)
Fair Value, Total	45,925	41,237
Total Unrealized Loss	(1,707)	(687)
State and Municipal Obligations
Schedule of Available-for-sale Securities [Line Items]
Less than 12 months, Fair Value	10,363	2,753
Less than 12 months, Unrealized Loss	(99)	(15)
12 months or more, Fair Value	5,403	5,787
12 months or more, Unrealized Loss	(323)	(140)
Fair Value, Total	15,766	8,540
Total Unrealized Loss	(422)	(155)
Corporate Bonds
Schedule of Available-for-sale Securities [Line Items]
Less than 12 months, Fair Value	498	498
Less than 12 months, Unrealized Loss	(2)	(2)
Fair Value, Total	498	498
Total Unrealized Loss	$ (2)	$ (2)

XML

Securities - Summary of amortized cost and fair value by contractual maturity of securities available for sale (Detail) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Schedule of Available-for-sale Securities [Line Items]
Total available-for-sale securities, Amortized Cost	$ 76,409	$ 77,773
Total available-for-sale securities, Fair Value	74,322	77,153
State and Municipal Obligations
Schedule of Available-for-sale Securities [Line Items]
Due in one year or less, Amortized Cost	1,632	1,241
Due after one year but less than five years, Amortized Cost	8,201	7,173
Due after five years but less than ten years, Amortized Cost	10,977	11,736
Due after ten years, Amortized Cost	471	963
Total available-for-sale securities, Amortized Cost	21,281	21,113
Due in one year or less, Fair Value	1,631	1,237
Due after one year but less than five years, Fair Value	8,130	7,219
Due after five years but less than ten years, Fair Value	10,676	11,740
Due after ten years, Fair Value	454	957
Total available-for-sale securities, Fair Value	20,891	21,153
US Government Agencies Agencies and Mortgage Backed Securities
Schedule of Available-for-sale Securities [Line Items]
Total available-for-sale securities, Amortized Cost	48,032	49,964
Total available-for-sale securities, Fair Value	46,327	49,283
Corporate Bonds
Schedule of Available-for-sale Securities [Line Items]
Total available-for-sale securities, Amortized Cost	7,096	6,696
Total available-for-sale securities, Fair Value	$ 7,104	$ 6,717

XML

Loans - Summary of Balances of Loans (Detail) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Summary of balances of loans
Total loans	$ 801,532	$ 766,296
Net unamortized deferred loan costs	24	200
Allowance for loan losses	(7,113)	(7,770)	[1]
Loans, net	794,443	758,726	[1]
Construction, Land and Land Development
Summary of balances of loans
Total loans	81,059	66,042
Farmland
Summary of balances of loans
Total loans	770	923
Commercial Mortgages (Non-Owner Occupied)
Summary of balances of loans
Total loans	156,891	146,757
Commercial Mortgages (Owner Occupied)
Summary of balances of loans
Total loans	80,258	80,052
Residential First Mortgages
Summary of balances of loans
Total loans	285,477	269,365
Residential Revolving and Junior Mortgages
Summary of balances of loans
Total loans	39,747	46,498
Commercial and Industrial
Summary of balances of loans
Total loans	124,563	114,093
Consumer
Summary of balances of loans
Total loans	$ 32,767	$ 42,566

[1] Derived from audited December 31, 2017 Consolidated Financial Statements.

XML

Loans - Additional Information (Detail) - Minimum	6 Months Ended
	Jun. 30, 2018
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of days past due for a loan to remain on accrual status	90 days
Number of days loans past due still accruing include PCI loans	90 days

XML

Loans - Recorded Investment for Past Due and Non-accruing Loans (Detail) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-89 Days Past Due	$ 3,879	$ 5,021
90 Days or More Past Due and Still Accruing	87	213
Nonaccruals	3,474	6,496
Total Past Due and Nonaccruals	7,440	11,730
Current	794,092	754,566
Total Loans	801,532	766,296
Construction, Land and Land Development
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-89 Days Past Due	250	261
Nonaccruals	538	1,237
Total Past Due and Nonaccruals	788	1,498
Current	80,271	64,544
Total Loans	81,059	66,042
Farmland
Accounts, Notes, Loans and Financing Receivable [Line Items]
90 Days or More Past Due and Still Accruing		48
Total Past Due and Nonaccruals		48
Current	770	875
Total Loans	770	923
Commercial Mortgages (Non-Owner Occupied)
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-89 Days Past Due	560	449
Nonaccruals	448
Total Past Due and Nonaccruals	1,008	449
Current	155,883	146,308
Total Loans	156,891	146,757
Commercial Mortgages (Owner Occupied)
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-89 Days Past Due	121	573
Nonaccruals	939	1,752
Total Past Due and Nonaccruals	1,060	2,325
Current	79,198	77,727
Total Loans	80,258	80,052
Residential First Mortgages
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-89 Days Past Due	2,323	2,670
90 Days or More Past Due and Still Accruing	65	141
Nonaccruals	1,055	1,942
Total Past Due and Nonaccruals	3,443	4,753
Current	282,034	264,612
Total Loans	285,477	269,365
Residential Revolving and Junior Mortgages
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-89 Days Past Due	72	449
90 Days or More Past Due and Still Accruing	19	20
Nonaccruals	370	1,338
Total Past Due and Nonaccruals	461	1,807
Current	39,286	44,691
Total Loans	39,747	46,498
Commercial and Industrial
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-89 Days Past Due	202	331
Nonaccruals		92
Total Past Due and Nonaccruals	202	423
Current	124,361	113,670
Total Loans	124,563	114,093
Consumer
Accounts, Notes, Loans and Financing Receivable [Line Items]
30-89 Days Past Due	351	288
90 Days or More Past Due and Still Accruing	3	4
Nonaccruals	124	135
Total Past Due and Nonaccruals	478	427
Current	32,289	42,139
Total Loans	$ 32,767	$ 42,566

XML

Loans - Summary of Recorded Investment of Purchased Impaired Loans (Detail) - PCI Loans - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Financing Receivable, Impaired [Line Items]
30-89 Days Past Due	$ 144	$ 510
90 Days or More Past Due and Still Accruing	87	165
Nonaccruals	0	0
Total Past Due and Nonaccruals	231	675
Current	5,407	5,150
Total PCI Loans	5,638	5,825
Construction, Land and Land Development
Financing Receivable, Impaired [Line Items]
Nonaccruals	0	0
Current	1,390	1,405
Total PCI Loans	1,390	1,405
Commercial Mortgages (Non-Owner Occupied)
Financing Receivable, Impaired [Line Items]
Nonaccruals	0	0
Current	156	171
Total PCI Loans	156	171
Commercial Mortgages (Owner Occupied)
Financing Receivable, Impaired [Line Items]
30-89 Days Past Due	121	161
Nonaccruals	0	0
Total Past Due and Nonaccruals	121	161
Current	182	160
Total PCI Loans	303	321
Residential First Mortgages
Financing Receivable, Impaired [Line Items]
30-89 Days Past Due	23	349
90 Days or More Past Due and Still Accruing	65	141
Nonaccruals	0	0
Total Past Due and Nonaccruals	88	490
Current	3,599	3,320
Total PCI Loans	3,687	3,810
Residential Revolving and Junior Mortgages
Financing Receivable, Impaired [Line Items]
90 Days or More Past Due and Still Accruing	19	20
Nonaccruals	0	0
Total Past Due and Nonaccruals	19	20
Current	23	29
Total PCI Loans	42	49
Consumer
Financing Receivable, Impaired [Line Items]
90 Days or More Past Due and Still Accruing	3	4
Nonaccruals	0	0
Total Past Due and Nonaccruals	3	4
Current	57	65
Total PCI Loans	$ 60	$ 69

XML

Allowance for Loan Losses - Additional Information (Detail) - USD ($)	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017
Accounts, Notes, Loans and Financing Receivable [Line Items]
Impaired loans measurement	Impaired loans measured for impairment generally include (1) any loan risk rated Special Mention or worse where the borrower has filed for bankruptcy; and (2) all loans risk rated Substandard or worse with balances of $400 thousand or more; and (3) all loans classified as a troubled debt restructuring (“TDR”).
Loan Receivables	$ 801,532,000	$ 766,296,000
Percentage of excess loan balance for watch category	90.00%
Loans modified as TDRs	$ 0		$ 0
Substandard
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loan Receivables	$ 7,851,000	$ 11,371,000
Minimum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of days loans are past due	90 days
Minimum | Substandard
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loan Receivables	$ 400,000

XML

Allowance for Loan Losses - Loans Evaluated for Impairment Individually and Collectively by Segment (Detail) - USD ($) $ in Thousands	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans individually evaluated for impairment	$ 1,256		$ 1,094
Loans collectively evaluated for impairment	5,857		6,676
Purchased credit impaired loans	0		0
Total allowance on loan losses	7,113	$ 7,923	7,770	$ 4,241	$ 3,993	$ 3,863
Loans individually evaluated for impairment	8,168		9,107
Loans collectively evaluated for impairment	787,726		751,364
Purchased credit impaired loans	5,638		5,825
Total Loans	801,532		766,296
Mortgage Loans on Real Estate
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans individually evaluated for impairment	1,125		861
Loans collectively evaluated for impairment	3,119		3,003
Purchased credit impaired loans	0		0
Total allowance on loan losses	4,244	4,190	3,864	3,686	3,421	3,318
Loans individually evaluated for impairment	8,037		8,874
Loans collectively evaluated for impairment	630,587		595,007
Purchased credit impaired loans	5,578		5,756
Total Loans	644,202		609,637
Commercial and Industrial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans individually evaluated for impairment			92
Loans collectively evaluated for impairment	944		786
Purchased credit impaired loans	0		0
Total allowance on loan losses	944	1,043	878	456	528	493
Loans individually evaluated for impairment			92
Loans collectively evaluated for impairment	124,563		114,001
Total Loans	124,563		114,093
Consumer and Other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans individually evaluated for impairment	131		141
Loans collectively evaluated for impairment	1,794		2,887
Purchased credit impaired loans	0		0
Total allowance on loan losses	1,925	$ 2,690	3,028	$ 99	$ 44	$ 52
Loans individually evaluated for impairment	131		141
Loans collectively evaluated for impairment	32,576		42,356
Purchased credit impaired loans	60		69
Total Loans	$ 32,767		$ 42,566

XML

Allowance for Loan Losses - ALL by Portfolio Segment (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	$ 7,923	$ 3,993	$ 7,770	$ 3,863
(Charge-offs)	(519)	(334)	(907)	(474)
Recoveries	57	14	278	94
Provision (recovery)	(348)	568	(28)	758
Ending Balance	7,113	4,241	7,113	4,241
Mortgage Loans on Real Estate
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	4,190	3,421	3,864	3,318
(Charge-offs)	(83)	(141)	(114)	(273)
Recoveries	16	10	43	88
Provision (recovery)	121	396	451	553
Ending Balance	4,244	3,686	4,244	3,686
Commercial and Industrial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	1,043	528	878	493
(Charge-offs)	(101)		(116)
Recoveries		1		1
Provision (recovery)	2	(73)	182	(38)
Ending Balance	944	456	944	456
Consumer
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	2,690	44	3,028	52
(Charge-offs)	(335)	(193)	(677)	(201)
Recoveries	41	3	235	5
Provision (recovery)	(471)	245	(661)	243
Ending Balance	$ 1,925	$ 99	$ 1,925	$ 99

XML

Allowance for Loan Losses - Schedule of Changes in Accretable Yield for PCI Loans (Detail) - PCI Loans $ in Thousands	6 Months Ended
	Jun. 30, 2018 USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Balance Beginning	$ 1,087
Accretion of acquisition accounting adjustment	(171)
Reclassifications from nonaccretable balance, net	69
Other changes, net	175
Balance Ending	$ 1,160

XML

Allowance for Loan Losses - Internal Risk Rating Grades (Detail) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
INTERNAL RISK RATING GRADES
Loan Receivables	$ 801,532	$ 766,296
Pass
INTERNAL RISK RATING GRADES
Loan Receivables	742,169	688,214
Watch
INTERNAL RISK RATING GRADES
Loan Receivables	48,316	64,987
Special Mention
INTERNAL RISK RATING GRADES
Loan Receivables	3,191	1,724
Substandard
INTERNAL RISK RATING GRADES
Loan Receivables	7,851	11,371
Doubtful
INTERNAL RISK RATING GRADES
Loan Receivables	5
Construction, Land and Land Development
INTERNAL RISK RATING GRADES
Loan Receivables	81,059	66,042
Construction, Land and Land Development | Pass
INTERNAL RISK RATING GRADES
Loan Receivables	72,229	55,949
Construction, Land and Land Development | Watch
INTERNAL RISK RATING GRADES
Loan Receivables	6,673	6,690
Construction, Land and Land Development | Special Mention
INTERNAL RISK RATING GRADES
Loan Receivables		172
Construction, Land and Land Development | Substandard
INTERNAL RISK RATING GRADES
Loan Receivables	2,157	3,231
Farmland
INTERNAL RISK RATING GRADES
Loan Receivables	770	923
Farmland | Pass
INTERNAL RISK RATING GRADES
Loan Receivables	770	923
Residential First Mortgages
INTERNAL RISK RATING GRADES
Loan Receivables	285,477	269,365
Residential First Mortgages | Pass
INTERNAL RISK RATING GRADES
Loan Receivables	273,382	256,614
Residential First Mortgages | Watch
INTERNAL RISK RATING GRADES
Loan Receivables	7,779	8,624
Residential First Mortgages | Special Mention
INTERNAL RISK RATING GRADES
Loan Receivables	2,503	205
Residential First Mortgages | Substandard
INTERNAL RISK RATING GRADES
Loan Receivables	1,813	3,922
Residential Revolving and Junior Mortgages
INTERNAL RISK RATING GRADES
Loan Receivables	39,747	46,498
Residential Revolving and Junior Mortgages | Pass
INTERNAL RISK RATING GRADES
Loan Receivables	37,869	43,659
Residential Revolving and Junior Mortgages | Watch
INTERNAL RISK RATING GRADES
Loan Receivables	1,165	1,376
Residential Revolving and Junior Mortgages | Substandard
INTERNAL RISK RATING GRADES
Loan Receivables	713	1,463
Commercial Mortgages (Non-Owner Occupied)
INTERNAL RISK RATING GRADES
Loan Receivables	156,891	146,757
Commercial Mortgages (Non-Owner Occupied) | Pass
INTERNAL RISK RATING GRADES
Loan Receivables	151,342	140,625
Commercial Mortgages (Non-Owner Occupied) | Watch
INTERNAL RISK RATING GRADES
Loan Receivables	4,946	5,931
Commercial Mortgages (Non-Owner Occupied) | Substandard
INTERNAL RISK RATING GRADES
Loan Receivables	603	201
Commercial Mortgages (Owner Occupied)
INTERNAL RISK RATING GRADES
Loan Receivables	80,258	80,052
Commercial Mortgages (Owner Occupied) | Pass
INTERNAL RISK RATING GRADES
Loan Receivables	73,781	67,732
Commercial Mortgages (Owner Occupied) | Watch
INTERNAL RISK RATING GRADES
Loan Receivables	4,798	10,076
Commercial Mortgages (Owner Occupied) | Special Mention
INTERNAL RISK RATING GRADES
Loan Receivables	557
Commercial Mortgages (Owner Occupied) | Substandard
INTERNAL RISK RATING GRADES
Loan Receivables	1,122	2,244
Commercial and Industrial
INTERNAL RISK RATING GRADES
Loan Receivables	124,563	114,093
Commercial and Industrial | Pass
INTERNAL RISK RATING GRADES
Loan Receivables	121,571	110,281
Commercial and Industrial | Watch
INTERNAL RISK RATING GRADES
Loan Receivables	1,691	2,373
Commercial and Industrial | Special Mention
INTERNAL RISK RATING GRADES
Loan Receivables		1,347
Commercial and Industrial | Substandard
INTERNAL RISK RATING GRADES
Loan Receivables	1,301	92
Consumer
INTERNAL RISK RATING GRADES
Loan Receivables	32,767	42,566
Consumer | Pass
INTERNAL RISK RATING GRADES
Loan Receivables	11,225	12,431
Consumer | Watch
INTERNAL RISK RATING GRADES
Loan Receivables	21,264	29,917
Consumer | Special Mention
INTERNAL RISK RATING GRADES
Loan Receivables	131
Consumer | Substandard
INTERNAL RISK RATING GRADES
Loan Receivables	142	$ 218
Consumer | Doubtful
INTERNAL RISK RATING GRADES
Loan Receivables	$ 5

XML

Allowance for Loan Losses - Company's Recorded Investment and Borrowers' Unpaid Principal Balances for Impaired Loans, Excluding PCI Loans, with Associated ALL Amount (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Accounts, Notes, Loans and Financing Receivable [Line Items]
With no related allowance, Recorded Investment	$ 3,511		$ 3,511		$ 4,523
With no related allowance, Borrowers' Unpaid Principal Balance	3,836		3,836		5,251
With no related allowance, Related Allowance	0		0		0
With an allowance recorded, Recorded Investment	4,657		4,657		4,584
With an allowance recorded, Borrowers' Unpaid Principal Balance	5,054		5,054		4,694
With an allowance recorded, Related Allowance	1,256		1,256		1,094
Total Impaired Loans, Recorded Investment	8,168		8,168		9,107
Total Impaired Loans, Borrowers' Unpaid Principal Balance	8,890		8,890		9,945
Total Impaired Loans, Related Allowance	1,256		1,256		1,094
With no related allowance, Average Recorded Investment	3,397	$ 5,320	3,431	$ 5,440
With no related allowance, Interest Income Recognized	48	25	77	54
With an allowance recorded, Average Recorded Investment	4,087	4,303	3,752	4,312
With an allowance recorded, Interest Income Recognized	54	29	108	67
Total, Average Recorded Investment	7,484	9,623	7,183	9,752
Total, Interest Income Recognized	102	54	185	121
Construction, Land and Land Development
Accounts, Notes, Loans and Financing Receivable [Line Items]
With no related allowance, Recorded Investment	93		93		900
With no related allowance, Borrowers' Unpaid Principal Balance	164		164		1,378
With no related allowance, Related Allowance	0		0		0
With an allowance recorded, Recorded Investment	571		571		550
With an allowance recorded, Borrowers' Unpaid Principal Balance	571		571		621
With an allowance recorded, Related Allowance	257		257		137
Total Impaired Loans, Recorded Investment	664		664		1,450
Total Impaired Loans, Borrowers' Unpaid Principal Balance	735		735		1,999
Total Impaired Loans, Related Allowance	257		257		137
With no related allowance, Average Recorded Investment	84	1,453	165	1,479
With no related allowance, Interest Income Recognized		14	1	27
With an allowance recorded, Average Recorded Investment	571	236	553	238
With an allowance recorded, Interest Income Recognized	8	1	17	2
Total, Average Recorded Investment	655	1,689	718	1,717
Total, Interest Income Recognized	8	15	18	29
Residential First Mortgages
Accounts, Notes, Loans and Financing Receivable [Line Items]
With no related allowance, Recorded Investment	1,598		1,598		1,488
With no related allowance, Borrowers' Unpaid Principal Balance	1,852		1,852		1,488
With no related allowance, Related Allowance	0		0		0
With an allowance recorded, Recorded Investment	2,842		2,842		1,914
With an allowance recorded, Borrowers' Unpaid Principal Balance	2,842		2,842		1,914
With an allowance recorded, Related Allowance	594		594		367
Total Impaired Loans, Recorded Investment	4,440		4,440		3,402
Total Impaired Loans, Borrowers' Unpaid Principal Balance	4,694		4,694		3,402
Total Impaired Loans, Related Allowance	594		594		367
With no related allowance, Average Recorded Investment	1,513	1,769	1,471	1,774
With no related allowance, Interest Income Recognized	24	2	41	7
With an allowance recorded, Average Recorded Investment	2,623	1,938	2,386	1,942
With an allowance recorded, Interest Income Recognized	36	23	67	47
Total, Average Recorded Investment	4,136	3,707	3,857	3,716
Total, Interest Income Recognized	60	25	108	54
Residential Revolving and Junior Mortgages
Accounts, Notes, Loans and Financing Receivable [Line Items]
With no related allowance, Recorded Investment	416		416		414
With no related allowance, Borrowers' Unpaid Principal Balance	416		416		414
With no related allowance, Related Allowance	0		0		0
With an allowance recorded, Recorded Investment	130		130		1,340
With an allowance recorded, Borrowers' Unpaid Principal Balance	527		527		1,340
With an allowance recorded, Related Allowance	67		67		162
Total Impaired Loans, Recorded Investment	546		546		1,754
Total Impaired Loans, Borrowers' Unpaid Principal Balance	943		943		1,754
Total Impaired Loans, Related Allowance	67		67		162
With no related allowance, Average Recorded Investment	415	162	415	162
With no related allowance, Interest Income Recognized	1		3	1
With an allowance recorded, Average Recorded Investment	131	1,300	123	1,301
With an allowance recorded, Interest Income Recognized	2	5	4	18
Total, Average Recorded Investment	546	1,462	538	1,463
Total, Interest Income Recognized	3	5	7	19
Commercial Mortgages (Non-Owner Occupied)
Accounts, Notes, Loans and Financing Receivable [Line Items]
With no related allowance, Related Allowance	0		0		0
With an allowance recorded, Recorded Investment	448		448
With an allowance recorded, Borrowers' Unpaid Principal Balance	448		448
With an allowance recorded, Related Allowance	46		46
Total Impaired Loans, Recorded Investment	448		448
Total Impaired Loans, Borrowers' Unpaid Principal Balance	448		448
Total Impaired Loans, Related Allowance	46		46
With no related allowance, Average Recorded Investment		247		248
With no related allowance, Interest Income Recognized		5		8
With an allowance recorded, Average Recorded Investment	224		149
Total, Average Recorded Investment	224	247	149	248
Total, Interest Income Recognized		5		8
Commercial Mortgages (Owner Occupied)
Accounts, Notes, Loans and Financing Receivable [Line Items]
With no related allowance, Recorded Investment	1,404		1,404		1,721
With no related allowance, Borrowers' Unpaid Principal Balance	1,404		1,404		1,971
With no related allowance, Related Allowance	0		0		0
With an allowance recorded, Recorded Investment	535		535		547
With an allowance recorded, Borrowers' Unpaid Principal Balance	535		535		586
With an allowance recorded, Related Allowance	161		161		195
Total Impaired Loans, Recorded Investment	1,939		1,939		2,268
Total Impaired Loans, Borrowers' Unpaid Principal Balance	1,939		1,939		2,557
Total Impaired Loans, Related Allowance	161		161		195
With no related allowance, Average Recorded Investment	1,385	1,689	1,380	1,777
With no related allowance, Interest Income Recognized	20	4	32	11
With an allowance recorded, Average Recorded Investment	538	737	541	739
With an allowance recorded, Interest Income Recognized	8		15
Total, Average Recorded Investment	1,923	2,426	1,921	2,516
Total, Interest Income Recognized	28	4	47	11
Commercial and Industrial
Accounts, Notes, Loans and Financing Receivable [Line Items]
With no related allowance, Related Allowance	0		0		0
With an allowance recorded, Recorded Investment					92
With an allowance recorded, Borrowers' Unpaid Principal Balance					92
With an allowance recorded, Related Allowance					92
Total Impaired Loans, Recorded Investment					92
Total Impaired Loans, Borrowers' Unpaid Principal Balance					92
Total Impaired Loans, Related Allowance					92
With an allowance recorded, Average Recorded Investment		92		92
Total, Average Recorded Investment		$ 92		$ 92
Consumer and Other
Accounts, Notes, Loans and Financing Receivable [Line Items]
With no related allowance, Related Allowance	0		0		0
With an allowance recorded, Recorded Investment	131		131		141
With an allowance recorded, Borrowers' Unpaid Principal Balance	131		131		141
With an allowance recorded, Related Allowance	131		131		141
Total Impaired Loans, Recorded Investment	131		131		141
Total Impaired Loans, Borrowers' Unpaid Principal Balance	131		131		141
Total Impaired Loans, Related Allowance	131		131		$ 141
With no related allowance, Interest Income Recognized	3
With an allowance recorded, Interest Income Recognized			5
Total, Interest Income Recognized	$ 3		$ 5

XML

Allowance for Loan Losses - Reconciliation of Nonaccrual Loans to Impaired Loans (Detail) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Receivables [Abstract]
Nonaccrual loans	$ 3,474	$ 6,496
Nonaccrual loans not individually evaluated for impairment	(1,279)	(854)
Nonaccrual impaired loans	2,195	5,642
TDRs on accrual	3,803	2,214
Other impaired loans on accrual	2,170	1,251
Total impaired loans	$ 8,168	$ 9,107

XML

Allowance for Loan Losses - Summary of Troubled Debt Restructurings (Detail) - Residential First Mortgages $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018 USD ($) Loan	[1]	Jun. 30, 2018 USD ($) Loan	[2]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of Loans | Loan	1		4
Pre-Modification Outstanding Recorded Investment	$ 30		$ 590
Post-Modification Outstanding Recorded Investment	$ 30		$ 594

[1] Modifications were an extension of the loan terms.

[2] Modification were an extension of the loan terms.

XML

Allowance for Loan Losses - Summary of Roll Forward of Accruing and Nonaccruing TDRs (Detail) $ in Thousands	6 Months Ended
	Jun. 30, 2018 USD ($)
Financing Receivable, Impaired [Line Items]
Beginning Balance	$ 7,770	[1]
Ending Balance	7,113
Accruing
Financing Receivable, Impaired [Line Items]
Beginning Balance	1,452
Charge-offs	0
Payments and other adjustments	(41)
New TDR designation	557
Release TDR designation	0
Transfer	1,835
Ending Balance	3,803
Nonaccruing
Financing Receivable, Impaired [Line Items]
Beginning Balance	2,612
Charge-offs	(92)
Payments and other adjustments	7
New TDR designation	30
Release TDR designation	0
Transfer	(1,729)
Ending Balance	828
Troubled Debt Restructuring
Financing Receivable, Impaired [Line Items]
Beginning Balance	4,064
Charge-offs	(92)
Payments and other adjustments	(34)
New TDR designation	587
Release TDR designation	0
Transfer	106
Ending Balance	$ 4,631

[1] Derived from audited December 31, 2017 Consolidated Financial Statements.

XML

Other Real Estate Owned, Net - Summary of Properties Included in Other Real Estate Owned (OREO) (Detail) $ in Thousands	Jun. 30, 2018 USD ($) Property	Dec. 31, 2017 USD ($) Property
Real Estate Properties [Line Items]
No. of Properties | Property	26	29
Carrying Value | $	$ 3,501	$ 4,284	[1]
Residential
Real Estate Properties [Line Items]
No. of Properties | Property	3	5
Carrying Value | $	$ 945	$ 443
Land
Real Estate Properties [Line Items]
No. of Properties | Property	20	20
Carrying Value | $	$ 2,020	$ 3,223
Commercial properties
Real Estate Properties [Line Items]
No. of Properties | Property	3	4
Carrying Value | $	$ 536	$ 618

[1] Derived from audited December 31, 2017 Consolidated Financial Statements.

XML

Other Real Estate Owned, Net - Additional Information (Detail) $ in Thousands	6 Months Ended
	Jun. 30, 2018 USD ($) Property
Consumer Land Loan
Other Real Estate [Line Items]
Land properties collateralized with loan | Property	1
Mortgage loan amount | $	$ 46
Residential
Other Real Estate [Line Items]
Land properties collateralized with loan | Property	3
Mortgage loan amount | $	$ 230

XML

Earnings Per Share - Additional Information (Detail) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Employee Stock Ownership Plan (ESOP), Plan
Computation Of Earnings Per Share Line Items
Shares not included in computing diluted earnings per share because effects were anti-dilutive	154,410	140,542	157,885	70,267
Unearned Employee Stock Ownership Plan Shares
Computation Of Earnings Per Share Line Items
Shares not included in computing diluted earnings per share because effects were anti-dilutive	96,415	96,415	91,368	91,368

XML

Earnings Per Share - Weighted Average Number of Shares Used in Computing Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Net income	$ 946	$ 557	$ 2,070	$ 380
Weighted average shares outstanding, basic	13,059,604	9,233,615	13,049,142	7,017,907
Dilutive shares:
Weighted average shares outstanding, dilutive	13,126,419	9,240,796	13,121,647	7,084,430
Basic and diluted earnings per share	$ 0.07	$ 0.06	$ 0.16	$ 0.05
Stock Option
Dilutive shares:
Effect of dilutive securities	62,081	7,181	67,484	66,523
Restricted Shares
Dilutive shares:
Effect of dilutive securities	4,734		5,021

XML

Employee Benefit Plans - Additional Information (Detail) $ in Thousands	6 Months Ended
	Jun. 30, 2018 USD ($)
Defined Contribution Plan Disclosure [Line Items]
Conditional age-1 for availing plan	55 years
Conditional age-2 for availing plan	65 years
Conditional years of service -1 for availing plan	10 years
Conditional years of service-2 for availing plan	5 years
Gain on curtailment of post-retirement benefit plan	$ 352
Other Postretirement Benefit Plan, Defined Benefit
Defined Contribution Plan Disclosure [Line Items]
Gain on curtailment of post-retirement benefit plan	$ 352

XML

Borrowings - Additional Information (Detail)		3 Months Ended		6 Months Ended
	May 28, 2015 USD ($)	Jun. 30, 2018 USD ($) Loan	Jun. 30, 2017	Jun. 30, 2018 USD ($) Loan	Jun. 30, 2017	Dec. 31, 2017 USD ($) Loan
Debt Instrument [Line Items]
Federal Home Loan Bank advances		$ 70,000,000		$ 70,000,000		$ 70,000,000	[1]
Number of FHLB debt advances | Loan		2		2		2
Immediate available credit		$ 172,200,000		$ 172,200,000
Total line of credit		$ 248,200,000		$ 248,200,000
Interest Rate		3.35%		3.35%
Virginia BanCorp
Debt Instrument [Line Items]
Debt acquired in merger		$ 1,000,000		$ 1,000,000		$ 1,100,000
Debt instrument, maturity date range, start				Mar. 01, 2019
Debt instrument, maturity date range, end				Dec. 31, 2027
Virginia BanCorp | Four ESOP Notes
Debt Instrument [Line Items]
Interest Rate		3.25%		3.25%
Virginia BanCorp | One ESOP Notes
Debt Instrument [Line Items]
Interest Rate		4.50%		4.50%
Subordinated Debt Due May 2025
Debt Instrument [Line Items]
Debt instrument, face amount	$ 7,000,000
Interest Rate	6.50%
Debt instrument, maturity date	May 28, 2025
Debt instrument, frequency of payment				First of March and September of each year
Debt instrument integral multiple principal amount	$ 1,000
Debt instrument redemption period start date	May 28, 2020
Aggregate carrying value of notes, including capitalized debt issuance cost		$ 6,900,000		$ 6,900,000		$ 6,900,000
Effective interest rate		6.85%	6.93%	6.85%	6.87%

[1] Derived from audited December 31, 2017 Consolidated Financial Statements.

XML

Borrowings - Advances of Debt (Detail) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017	[1]
Debt Instrument [Line Items]
Federal Home Loan Bank advances	$ 70,000	$ 70,000
Interest Rate	3.35%
Adjustable Rate Hybrid | Federal Home Loan Bank Advances One
Debt Instrument [Line Items]
Federal Home Loan Bank advances, Non current	$ 10,000
Originated	Apr. 12, 2013
Interest Rate	4.72%
Maturity Date	Apr. 13, 2020
Fixed Rate Credit | Federal Home Loan Bank Advances Two
Debt Instrument [Line Items]
Federal Home Loan Bank advances, Current	$ 60,000
Originated	Jun. 04, 2018
Interest Rate	1.97%
Maturity Date	Jul. 03, 2018

[1] Derived from audited December 31, 2017 Consolidated Financial Statements.

XML

Fair Value Measurements - Additional Information (Detail)	6 Months Ended	12 Months Ended
	Jun. 30, 2018 Loan $ / Loan	Dec. 31, 2017 $ / Loan
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loan segregated, number of pools | Loan	14
Service costs assumed, per loan | $ / Loan	6.50	6.50
Average PSA assumed rate	129.00%	150.00%
Fair Value, Measurements, Recurring | 100% PSA | Fair Value, Inputs, Level 3 | Between First Month and Month 30
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Prepayment rate increase, each month	0.20%
Fair Value, Measurements, Recurring | Prepayment Rate | 100% PSA | Fair Value, Inputs, Level 3 | First Month
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Prepayment rate	0
Fair Value, Measurements, Recurring | Prepayment Rate | 100% PSA | Fair Value, Inputs, Level 3 | Month 30
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Prepayment rate	6.0
Fair Value, Measurements, Recurring | Prepayment Rate | 100% PSA | Fair Value, Inputs, Level 3 | Thereafter
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Prepayment rate	6.0
Fair Value, Measurements, Recurring | Discount Rate | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Discount rate	12.5	13.0
Mortgage Servicing Rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of portfolio	2

XML

Fair Value Measurements - Schedule of Balances of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Available-for-sale securities:
Available-for-sale securities	$ 74,322	$ 77,153	[1]
Mortgage servicing rights	977	999	[1]
Fair Value, Measurements, Recurring
Available-for-sale securities:
Available-for-sale securities	74,322	77,153
Mortgage servicing rights	977	999
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2
Available-for-sale securities:
Available-for-sale securities	67,218	70,436
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3
Available-for-sale securities:
Available-for-sale securities	7,104	6,717
Mortgage servicing rights	977	999
US Government Agencies Agencies and Mortgage Backed Securities | Fair Value, Measurements, Recurring
Available-for-sale securities:
Available-for-sale securities	46,327	49,283
US Government Agencies Agencies and Mortgage Backed Securities | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2
Available-for-sale securities:
Available-for-sale securities	46,327	49,283
State and Municipal Obligations | Fair Value, Measurements, Recurring
Available-for-sale securities:
Available-for-sale securities	20,891	21,153
State and Municipal Obligations | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2
Available-for-sale securities:
Available-for-sale securities	20,891	21,153
Corporate Bonds | Fair Value, Measurements, Recurring
Available-for-sale securities:
Available-for-sale securities	7,104	6,717
Corporate Bonds | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3
Available-for-sale securities:
Available-for-sale securities	$ 7,104	$ 6,717

[1] Derived from audited December 31, 2017 Consolidated Financial Statements.

XML

Fair Value Measurements - Reconciliation of Items Using Level Three Inputs (Detail) $ in Thousands	6 Months Ended
	Jun. 30, 2018 USD ($)
Mortgage Servicing Rights
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance December 31, 2017	$ 999
Fair value adjustments	(22)
Balance June 30, 2018	977
Corporate Bonds
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance December 31, 2017	6,717
Purchases	400
Fair value adjustments	(13)
Balance June 30, 2018	$ 7,104

XML

Fair Value Measurements - Summary of Assets Measured at Fair Value on Nonrecurring Basis (Detail) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impaired loans	$ 4,657	$ 3,491
Other real estate owned	3,501	4,284
Fair Value, Measurements, Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impaired loans	4,657	3,491
Other real estate owned	3,501	4,284
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impaired loans	4,657	3,491
Other real estate owned	$ 3,501	$ 4,284

XML

Fair Value Measurements - Summary of Quantitative Fair Value Measurements for Level 3 (Detail) - Fair Value, Inputs, Level 3 $ in Thousands	Jun. 30, 2018 USD ($)	Dec. 31, 2017 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Impaired loans	$ 4,657	$ 3,491
Other real estate owned	$ 3,501	$ 4,284
Impaired Loans | Minimum | Discounted Appraised Value | Selling Cost
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Unobservable Input, Impaired loans	0	6
Impaired Loans | Minimum | Discounted Appraised Value | Lack of Marketability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Unobservable Input, Impaired loans	50	50
Impaired Loans | Minimum | Discounted Cash Flows | Discount Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Unobservable Input, Impaired loans	5	5
Impaired Loans | Maximum | Discounted Appraised Value | Selling Cost
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Unobservable Input, Impaired loans	30	20
Impaired Loans | Maximum | Discounted Appraised Value | Lack of Marketability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Unobservable Input, Impaired loans	100	90
Impaired Loans | Maximum | Discounted Cash Flows | Discount Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Unobservable Input, Impaired loans	6	6
Impaired Loans | Weighted Average | Discounted Appraised Value | Selling Cost
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Unobservable Input, Impaired loans	18	16
Impaired Loans | Weighted Average | Discounted Appraised Value | Lack of Marketability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Unobservable Input, Impaired loans	70	65
Impaired Loans | Weighted Average | Discounted Cash Flows | Discount Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Unobservable Input, Impaired loans	6	6
Other Real Estate Owned | Minimum | Discounted Appraised Value | Selling Cost
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Unobservable Input, Other real estate owned	3	3
Other Real Estate Owned | Minimum | Discounted Appraised Value | Lack of Marketability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Unobservable Input, Other real estate owned	4	10
Other Real Estate Owned | Maximum | Discounted Appraised Value | Selling Cost
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Unobservable Input, Other real estate owned	13	13
Other Real Estate Owned | Maximum | Discounted Appraised Value | Lack of Marketability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Unobservable Input, Other real estate owned	100	100
Other Real Estate Owned | Weighted Average | Discounted Appraised Value | Selling Cost
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Unobservable Input, Other real estate owned	4	8
Other Real Estate Owned | Weighted Average | Discounted Appraised Value | Lack of Marketability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Unobservable Input, Other real estate owned	12	16

XML

Fair Value Measurements - Summary of Assets and Liabilities at Carrying Value and Estimated Fair Value on a Nonrecurring Basis (Detail) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Financial Assets:
Cash and due from banks	$ 8,319	$ 9,396	[1]
Interest-bearing deposits	28,263	41,971	[1]
Certificates of deposit	3,224	3,224	[1]
Federal funds sold	1,944	6,961	[1]
Restricted securities	6,190	5,787	[1]
Loans receivable, net	794,443	758,726	[1]
Loans held for sale	669	1,651	[1]
Accrued interest receivable	2,954	3,194	[1]
Financial Liabilities:
Noninterest-bearing liabilities	108,943	103,037	[1]
Savings and interest-bearing demand deposits	296,206	299,820	[1]
Time deposits	369,917	358,989	[1]
Securities sold under repurchase agreements	7,008	9,498	[1]
FHLB advances	70,000	70,000	[1]
Subordinated notes	6,885	6,877	[1]
Fair Value, Inputs, Level 1
Financial Assets:
Cash and due from banks	8,319	9,396
Interest-bearing deposits	28,263	41,971
Federal funds sold	1,944	6,961
Financial Liabilities:
Noninterest-bearing liabilities	108,943	103,037
Fair Value, Inputs, Level 2
Financial Assets:
Certificates of deposit	3,224	3,224
Restricted securities	6,190	5,787
Loans held for sale	669	1,651
Financial Liabilities:
Savings and interest-bearing demand deposits	296,206	299,820
Time deposits	370,430
Securities sold under repurchase agreements	7,008	9,498
FHLB advances	69,634	70,486
Subordinated notes	7,049
Fair Value, Inputs, Level 3
Financial Assets:
Loans receivable, net	781,194	774,099
Accrued interest receivable	2,954	3,194
Financial Liabilities:
Time deposits		356,450
Subordinated notes		7,000
Carrying Value
Financial Assets:
Cash and due from banks	8,319	9,396
Interest-bearing deposits	28,263	41,971
Certificates of deposit	3,224	3,224
Federal funds sold	1,944	6,961
Restricted securities	6,190	5,787
Loans receivable, net	794,443	758,726
Loans held for sale	669	1,651
Accrued interest receivable	2,954	3,194
Financial Liabilities:
Noninterest-bearing liabilities	108,943	103,037
Savings and interest-bearing demand deposits	296,206	299,820
Time deposits	369,917	358,989
Securities sold under repurchase agreements	7,008	9,498
FHLB advances	70,000	70,000
Subordinated notes	6,885	6,877
Fair Value
Financial Assets:
Cash and due from banks	8,319	9,396
Interest-bearing deposits	28,263	41,971
Certificates of deposit	3,224	3,224
Federal funds sold	1,944	6,961
Restricted securities	6,190	5,787
Loans receivable, net	781,194	774,099
Loans held for sale	669	1,651
Accrued interest receivable	2,954	3,194
Financial Liabilities:
Noninterest-bearing liabilities	108,943	103,037
Savings and interest-bearing demand deposits	296,206	299,820
Time deposits	370,430	356,450
Securities sold under repurchase agreements	7,008	9,498
FHLB advances	69,634	70,486
Subordinated notes	$ 7,049	$ 7,000

[1] Derived from audited December 31, 2017 Consolidated Financial Statements.

XML

Changes in Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) Net of Taxes (Detail) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period	[1]			$ 114,554
Change in net unrealized holding loss on available for sale securities		$ (215)	$ 290	(1,159)	$ 320
Balance at end of period		115,724		115,724
Net Unrealized Gains (Losses) on Securities
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period		(1,433)		(489)
Change in net unrealized holding loss on available for sale securities		(215)		(1,159)
Balance at end of period		(1,648)		(1,648)
Pension and Post-retirement Benefit Plans
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period		(667)		(667)
Balance at end of period		(667)		(667)
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period		(2,100)		(1,156)
Change in net unrealized holding loss on available for sale securities		(215)		(1,159)
Balance at end of period		$ (2,315)		$ (2,315)

[1] Derived from audited December 31, 2017 Consolidated Financial Statements.

XML

Changes in Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) Net of Taxes (Parenthetical) (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Accumulated Other Comprehensive Income (Loss) [Line Items]
Change in net unrealized holding loss on available for sale securities, tax benefit	$ (57)	$ 150	$ (308)	$ 164
Net Unrealized Gains (Losses) on Securities
Accumulated Other Comprehensive Income (Loss) [Line Items]
Change in net unrealized holding loss on available for sale securities, tax benefit	$ (57)		$ (308)