10-Q 1 fusb20180930_10q.htm FORM 10-Q usbi20160608_10q.htm
 

 

 



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 September 30, 2018

OR

 

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

 

For the transition period from                         to                        

 

Commission File Number: 0-14549


First US Bancshares, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware

63-0843362

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer

Identification No.)

 

3291 U.S. Highway 280

Birmingham, AL

35243

(Address of Principal Executive Offices)

(Zip Code)

 

(205) 582-1200

(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 Regulations 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

Emerging growth company    

 

If an emerging growth company, indicate by check mark of 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.

 

Class

Outstanding at November 8, 2018

Common Stock, $0.01 par value

 6,296,712 shares



1

 

 

 

 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

 

   

PAGE

     
 

PART I. FINANCIAL INFORMATION

 
     

ITEM 1.

FINANCIAL STATEMENTS

 
     

Interim Condensed Consolidated Balance Sheets at September 30, 2018 (Unaudited) and December 31, 2017

4
     

Interim Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2018 and 2017 (Unaudited)  

5
     

Interim Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2018 and 2017 (Unaudited)

6
     

Interim Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017 (Unaudited)

7
     

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

8
     

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

40
     

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

51
     

ITEM 4.

CONTROLS AND PROCEDURES

52
     
 

PART II. OTHER INFORMATION

53
     

ITEM 1.

LEGAL PROCEEDINGS

53
     

ITEM 1A.

RISK FACTORS

53
     

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

53
     

ITEM 6.

EXHIBITS

53
     

Signature Page

54

 

2

 

 

 

FORWARD-LOOKING STATEMENTS

 

Statements contained in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). In addition, First US Bancshares, Inc. (“Bancshares” and, together with its subsidiaries, the “Company”), through its senior management, from time to time makes forward-looking statements concerning its expected future operations and performance and other developments. The words “estimate,” “project,” “intend,” “anticipate,” “expect,” “believe,” “continues” and similar expressions are indicative of forward-looking statements. Such forward-looking statements are necessarily estimates reflecting the Company’s best judgment based on current information and involve a number of risks and uncertainties, and various factors could cause results to differ materially from those contemplated by such forward-looking statements. Such factors could include those identified from time to time in the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements, including the risk factors described in Part I, Item 1A of the Company's Annual Report on Form 10-K as of and for the year ended December 31, 2017. Specifically, with respect to statements relating to the sufficiency of the allowance for loan and lease losses, loan demand, cash flows, growth and earnings potential, geographic expansion and the adequacy of the allowance for loan losses for the Company, these factors include, but are not limited to, the rate of growth (or lack thereof) in the economy generally and in the Company’s service areas, market conditions and investment returns, changes in interest rates, the availability of quality loans in the Company’s service areas, the relative strength and weakness in the consumer and commercial credit sectors and in the real estate markets, collateral values and cybersecurity threats. With respect to the Company’s acquisition of The Peoples Bank, these factors include, but are not limited to, difficulties, delays and unanticipated costs in integrating the organizations’ businesses or realized expected cost savings and other benefits; business disruptions as a result of the integration of the organizations, including possible loss of customers; diversion of management time to address integration-related issues; and changes in asset quality and credit risk as a result of the transaction. With respect to statements relating to the lease of the unused remaining leasable space in Pump House Plaza, these factors include, but are not limited to, the adherence of the leasing counterparty to the terms and conditions of the lease agreement and commercial real estate conditions in the Birmingham, Alabama market in general. There can be no assurance that such factors or other factors will not affect the accuracy of such forward-looking statements. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to revise forward-looking statements to reflect circumstances or events that occur after the dates on which the forward-looking statements are made, except as required by law.

 

3

 

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS

 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

 

   

September 30,

   

December 31,

 
   

2018

   

2017

 
   

(Unaudited)

         

ASSETS

 

Cash and due from banks

  $ 11,809     $ 7,577  

Interest-bearing deposits in banks

    38,274       19,547  

Total cash and cash equivalents

    50,083       27,124  
Federal funds sold     8,561       15,000  
Investment securities available-for-sale, at fair value     137,258       153,871  

Investment securities held-to-maturity, at amortized cost

    22,238       26,279  

Federal Home Loan Bank stock, at cost

    703       1,609  

Loans and leases, net of allowance for loan and lease losses of $5,116 and $4,774, respectively

    519,822       346,121  

Premises and equipment, net

    27,120       26,433  

Cash surrender value of bank-owned life insurance

    15,158       14,923  

Accrued interest receivable

    2,444       2,057  
Goodwill and core deposit intangible, net     9,557        

Other real estate owned

    1,489       3,792  

Other assets

    8,162       8,372  

Total assets

  $ 802,595     $ 625,581  

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

Deposits

  $ 715,761     $ 517,079  

Accrued interest payable

    355       381  

Other liabilities

    8,817       6,319  

Short-term borrowings

    192       15,594  

Long-term debt

          10,000  

Total liabilities

    725,125       549,373  

Commitments and contingencies

               

Shareholders’ equity:

               

Common stock, par value $0.01 per share, 10,000,000 shares authorized; 7,560,914 and 7,345,946 shares issued, respectively; 6,296,712 and 6,081,744 shares outstanding, respectively

    75       73  

Surplus

    13,385       10,755  

Accumulated other comprehensive loss, net of tax

    (2,882 )     (868 )

Retained earnings

    87,317       86,673  

Less treasury stock: 1,264,202 shares at cost

    (20,414

)

    (20,414 )

Noncontrolling interest

    (11

)

    (11 )

Total shareholders’ equity

    77,470       76,208  

Total liabilities and shareholders’ equity

  $ 802,595     $ 625,581  

 

The accompanying notes are an integral part of these Interim Condensed Consolidated Statements.

 

4

 

 

 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Thousands, Except Per Share Data)

 

   

Three Months Ended

    Nine Months Ended  
   

September 30,

    September 30,  
   

2018

   

2017

    2018     2017  
   

(Unaudited)

    (Unaudited)  

Interest income:

                               

Interest and fees on loans

  $ 8,395     $ 6,802     $ 22,815     $ 19,928  

Interest on investment securities

    1,057       1,018       3,146       3,085  

Total interest income

    9,452       7,820       25,961       23,013  
                                 

Interest expense:

                               

Interest on deposits

    1,120       617       2,619       1,713  

Interest on borrowings

    4       68       198       189  

Total interest expense

    1,124       685       2,817       1,902  
                                 

Net interest income

    8,328       7,135       23,144       21,111  
                                 

Provision for loan and lease losses

    789       373       2,149       1,464  
                                 

Net interest income after provision for loan and lease losses

    7,539       6,762       20,995       19,647  
                                 

Non-interest income:

                               

Service and other charges on deposit accounts

    489       481       1,400       1,406  

Credit insurance income

    198       160       516       459  
Net gain on sales and prepayments of investment securities           178       105       228  
Net gain on settlement of derivative contracts     981             981        
Mortgage fees from secondary market     128       89       389       147  

Other income, net

    316       328       993       1,093  

Total non-interest income

    2,112       1,236       4,384       3,333  
                                 

Non-interest expense:

                               

Salaries and employee benefits

    4,643       4,370       13,743       13,048  

Net occupancy and equipment

    983       806       2,745       2,276  
Computer services     328       337       937       1,036  

Fees for professional services

    242       187       781       650  
Acquisition expenses     1,492             1,492        

Other expense

    1,454       1,490       4,237       4,080  

Total non-interest expense

    9,142       7,190       23,935       21,090  
                                 

Income before income taxes

    509       808       1,444       1,890  

Provision for income taxes

    269       173       431       435  

Net income

  $ 240     $ 635     $ 1,013     $ 1,455  

Basic net income per share

  $ 0.04     $ 0.10     $ 0.17     $ 0.24  

Diluted net income per share

  $ 0.03     $ 0.10     $ 0.15     $ 0.22  

Dividends per share

  $ 0.02     $ 0.02     $ 0.06     $ 0.06  

 

The accompanying notes are an integral part of these Interim Condensed Consolidated Statements.

 

5

 

 

 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in Thousands)

 

   

Three Months Ended

    Nine Months Ended  
   

September 30,

    September 30,  
   

2018

   

2017

    2018     2017  
   

(Unaudited)

    (Unaudited)  

Net income

  $ 240     $ 635     $ 1,013     $ 1,455  

Other comprehensive income (loss):

                               

Unrealized holding gains (losses) on securities available-for-sale arising during period, net of tax expense (benefit) of $13, $(7), $(533) and $864, respectively

    39       (12 )     (1,602 )     1,481  

Reclassification adjustment for net gains on securities available-for-sale realized in net income, net of tax expense of $0, $66, $26 and $84, respectively

          (113

)

    (79 )     (144 )
Unrealized holding gains (losses) arising during the period on effective cash flow hedge derivatives, net of tax expense (benefit) of $0, $(1), $133 and $(20), respectively     (3 )     (1 )     398       (35 )
Reclassification adjustment for net gains on cash flow hedge derivatives realized in net income, net of tax expense of $243, $0, $243 and $0, respectively     (731 )           (731 )      

Other comprehensive income (loss)

    (695 )     (126 )     (2,014 )     1,302  

Total comprehensive income (loss)

  $ (455 )   $ 509     $ (1,001 )   $ 2,757  

 

The accompanying notes are an integral part of these Interim Condensed Consolidated Statements.

 

6

 

 

 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

 

   

Nine Months Ended

 
   

September 30,

 
   

2018

   

2017

 
   

(Unaudited)

 

Cash flows from operating activities:

               

Net income

  $ 1,013     $ 1,455  

Adjustments to reconcile net income to cash provided by operating activities:

               

Depreciation and amortization

    1,078       781  

Provision for loan and lease losses

    2,149       1,464  

Deferred income tax provision

    821       231  

Net gain on sale and prepayment of investment securities

    (105

)

    (228

)

Stock-based compensation expense

    333       262  

Net amortization of securities

    618       869  
Amortization of intangible assets     43        

Net loss on premises and equipment and other real estate

    330       453  

Changes in assets and liabilities:

               

Decrease in accrued interest receivable

    148       110  

Decrease (increase) in other assets

    (900 )     57  

Increase (decrease) in accrued interest expense

    (26 )     40  

Increase (decrease) in other liabilities

    2,061

 

    (114

)

Net cash provided by operating activities

    7,563       5,380  

Cash flows from investing activities:

               
Net decrease in federal funds sold     6,439        

Purchases of investment securities, available-for-sale

    (15,224

)

    (15,254

)

Purchases of investment securities, held-to-maturity

          (4,696

)

Proceeds from sales of investment securities, available-for-sale

    4,221       1,749  

Proceeds from maturities and prepayments of investment securities, available-for-sale

    30,909       38,570  

Proceeds from maturities and prepayments of investment securities, held-to-maturity

    3,950       3,119  

Net decrease in Federal Home Loan Bank stock

    1,471       185  
Net cash paid for acquisition     (21,313 )      

Proceeds from the sale of premises and equipment and other real estate

    2,883       1,215  

Net increase in loans

    (22,122 )     (17,326 )

Purchases of premises and equipment

    (653

)

    (9,858

)

Net cash used in investing activities

    (9,439 )     (2,296 )

Cash flows from financing activities:

               

Net increase in deposits

    58,307       10,829  

Net increase (decrease) in short-term borrowings

    (25,402 )     516  
Payments on long-term Federal Home Loan Bank advances     (10,000 )     (5,000 )
Net share-based compensation transactions           (41 )
Issuance of common stock     2,299        

Dividends paid

    (369

)

    (364

)

Net cash provided by financing activities

    24,835       5,940  

Net increase in cash and cash equivalents

    22,959       9,024  

Cash and cash equivalents, beginning of period

    27,124       23,530  

Cash and cash equivalents, end of period

  $ 50,083     $ 32,554  

Supplemental disclosures:

               

Cash paid for:

               

Interest

  $ 2,843     $ 1,862  

Income taxes

    137       77  

Non-cash transactions:

               
Assets acquired in settlement of loans     649       608  

Reissuance of treasury stock as compensation

  $     $ 350  

 

The accompanying notes are an integral part of these Interim Condensed Consolidated Statements.

 

7

 

 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

1.

GENERAL

 

The accompanying unaudited interim condensed consolidated financial statements include the accounts of First US Bancshares, Inc. (“Bancshares”) and its subsidiaries (collectively, the “Company”). Bancshares is the parent holding company of First US Bank (the “Bank”). The Bank operates a finance company subsidiary, Acceptance Loan Company, Inc. (“ALC”). Management has determined that the Bank and ALC comprise Bancshares’ two reportable operating segments. All significant intercompany transactions and accounts have been eliminated.

 

The unaudited interim condensed consolidated financial statements, in the opinion of management, reflect all adjustments necessary for a fair presentation of the Company’s consolidated financial position, results of operations and cash flows for the periods presented. Such adjustments are of a normal, recurring nature. The results of operations for any interim period are not necessarily indicative of results expected for the fiscal year ending December 31, 2018. While certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), management believes that the disclosures herein are adequate to make the information presented not misleading. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2017.

 

 

2.

BASIS OF PRESENTATION

 

Summary of Significant Accounting Policies

 

Certain significant accounting policies followed by the Company are set forth in Note 2, “Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2017.

 

Net Income Per Share

 

Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding (basic shares). Included in basic shares are certain shares that have been accrued as of the balance sheet date as deferred compensation for members of Bancshares’ Board of Directors. Diluted net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding, adjusted for the effect of potentially dilutive stock awards outstanding during the period (dilutive shares). The dilutive shares consist of nonqualified stock option grants issued to employees and members of Bancshares’ Board of Directors pursuant to Bancshares’ 2013 Incentive Plan (the “2013 Incentive Plan”) previously approved by Bancshares’ shareholders. The following table reflects weighted average shares used to calculate basic and diluted net income per share for the periods presented.

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2018

   

2017

   

2018

   

2017

 

Basic shares

    6,304,717       6,176,381       6,236,197       6,170,892  

Dilutive shares

    377,951       320,501       377,951       320,501  

Diluted shares

    6,682,668       6,496,882       6,614,148       6,491,393  

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2018

   

2017

   

2018

   

2017

 
   

(Dollars in Thousands, Except Per Share Data)

 

Net income

  $ 240     $ 635     $ 1,013     $ 1,455  

Basic net income per share

  $ 0.04     $ 0.10     $ 0.17     $ 0.24  

Diluted net income per share

  $ 0.03     $ 0.10     $ 0.15     $ 0.22  

 

Comprehensive Income

 

Comprehensive income consists of net income, as well as unrealized holding gains and losses that arise during the period associated with the Company’s available-for-sale securities portfolio and the effective portion of cash flow hedge derivatives. In the calculation of comprehensive income, reclassification adjustments are made for gains or losses realized in the statement of operations associated with the sale of available-for-sale securities, settlement of derivative contracts or changes in the fair value of cash flow derivatives.

 

 

 

8

 

 

Accounting Policies Recently Adopted and Pending Accounting Pronouncements

 

Accounting Standards Update (“ASU”) 2017-12, “Targeted Improvements to Accounting for Hedging Activities.” This ASU simplifies and expands the eligible hedging strategies for financial and nonfinancial risks by more closely aligning hedge accounting with a company’s risk management activities, and also simplifies the application of Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging, through targeted improvements in key practice areas. This includes expanding the list of items eligible to be hedged and amending the methods used to measure the effectiveness of hedging relationships. In addition, the ASU prescribes how hedging results should be presented and requires incremental disclosures. These changes are intended to allow preparers more flexibility and to enhance the transparency of how hedging results are presented and disclosed. Further, the ASU provides partial relief on the timing of certain aspects of hedge documentation and eliminates the requirement to recognize hedge ineffectiveness separately in earnings in the current period. The ASU is effective for years beginning after December 15, 2018, and interim periods within those years. The Company does not expect the adoption of ASU 2017-12 to have a material impact on the Company's consolidated financial statements.

 

ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.”  Issued in January 2017, ASU 2017-04 simplifies the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. In computing the implied fair value of goodwill under Step 2, an entity, prior to the amendments in ASU 2017-04, had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities, including unrecognized assets and liabilities, in accordance with the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. However, under the amendments in ASU 2017-04, an entity should (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, ASU 2017-04 removes the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails such qualitative test, to perform Step 2 of the goodwill impairment test. ASU 2017-04 is effective prospectively for annual, or any interim, goodwill impairment tests in fiscal years beginning after December 15, 2019. Management is currently evaluating the impact that this ASU will have on the Company’s consolidated financial statements.

 

ASU 2016-13, "Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments.” Issued in June 2016, ASU 2016-13 removes the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables and held-to-maturity debt securities. Under current U.S. GAAP, companies generally recognize credit losses when it is probable that the loss has been incurred. The revised guidance will remove all current recognition thresholds and will require companies to recognize an allowance for lifetime expected credit losses. Credit losses will be immediately recognized through net income; the amount recognized will be based on the current estimate of contractual cash flows not expected to be collected over the financial asset’s contractual term. ASU 2016-13 also amends the credit loss measurement guidance for available-for-sale debt securities. For public business entities, ASU 2016-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those years. Institutions will be required to apply the changes through a cumulative-effect adjustment to their retained earnings as of the beginning of the first reporting period in which the guidance is effective. Management is currently evaluating the impact that this ASU will have on the Company’s consolidated financial statements.

 

ASU 2016-02, “Leases (Topic 842).” Issued in February 2016, ASU 2016-02 was issued by the Financial Accounting Standards Board (“FASB”) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and by disclosing key information about leasing arrangements. ASU 2016-02 will require organizations that lease assets (lessees) to recognize on the balance sheet the assets and liabilities for the rights and obligations created by the lease for all operating leases under current U.S. GAAP with a term of more than 12 months. The recognition, measurement and presentation of expenses and cash flows arising from a lease are not significantly changed under ASU 2016-02, and there will continue to be differentiation between finance leases and operating leases. The accounting applied by the lessor in a lease transaction remains largely unchanged from previous U.S. GAAP. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years. Management is currently evaluating the impact that this ASU will have on the Company’s consolidated financial statements; however, because the Company has several leases, assets and liabilities are expected to increase upon adoption for right-of-use assets and lease liabilities.

 

ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (An Amendment of FASB ASC 825).” Issued in January 2016, ASU 2016-01 was intended to enhance the reporting model for financial instruments to provide users of financial statements with improved decision-making information. The amendments of ASU 2016-01 include: (i) requiring equity investments, except those accounted for under the equity method of accounting or those that result in the consolidation of an investee, to be measured at fair value, with changes in fair value recognized in net income; (ii) requiring a qualitative assessment to identify impairment of equity investments without readily determinable fair values; and (iii) clarifying that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU 2016-01 became effective for the Company on January 1, 2018. The adoption of ASU 2016-01 did not have a material impact on the Company's consolidated financial statements.

 

ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” Issued in May 2014, ASU 2014-09 added FASB ASC Topic 606, Revenue from Contracts with Customers, and superseded revenue recognition requirements in ASC 605, Revenue Recognition and certain cost guidance in ASC 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts. ASU 2014-09 requires an entity to recognize revenue when (or as) an entity transfers control of goods or services to a customer at the amount to which the entity expects to be entitled. Depending on whether certain criteria are met, revenue should be recognized either over time, in a manner that depicts the entity’s performance, or at a point in time, when control of the goods or services is transferred to the customer. ASU 2014-09 became effective for the Company on January 1, 2018. The adoption of ASU 2014-09 did not have a material impact on the Company's consolidated financial statements.

 

Revenue

 

On January 1, 2018, the Company implemented ASU 2014-09, Revenue from Contracts with Customers, codified at ASC 606. The Company adopted ASC 606 using the modified retrospective transition method. As of December 31, 2017, the Company had no uncompleted customer contracts and, as a result, no cumulative transition adjustment was made to the Company’s accumulated deficit during the nine-month period ended September 30, 2018. Results for reporting periods beginning January 1, 2018 are presented under ASC 606, while prior period amounts continue to be reported under legacy U.S. GAAP.

 

The majority of the Company’s revenue is generated through interest earned on financial instruments, including loans and investment securities, which falls outside the scope of ASC 606. The Company also generates revenue from insurance- and lease-related contracts that also fall outside the scope of ASC 606.

 

9

 

 

All of the Company’s revenue that is subject to ASC 606 is included in non-interest income; however, not all non-interest income is subject to ASC 606. Revenue earned by the Company subject to ASC 606 primarily consists of service and other charges on deposit accounts, mortgage fees from secondary market transactions at the Bank, ATM fee income and other non-interest income. Revenue generated from these sources for the nine months ended September 30, 2018 and 2017 was $2.4 million and $2.2 million, respectively, and for the three months ended September 30, 2018 and 2017 was $0.8 million and $0.7 million, respectively. All sources of the Company’s revenue subject to ASC 606 are transaction-based, and revenue is recognized at the time the transaction is executed, which is the same time the Company’s performance obligation is satisfied. The Company had no contract liabilities or unsatisfied performance obligations with customers as of September 30, 2018.

 

 

3.

ACQUISITION ACTIVITY

 

On August 31, 2018, the Company completed the acquisition of The Peoples Bank (“TPB”) and then merged TPB with and into its wholly owned subsidiary, First US Bank (the “Bank”). As of the acquisition date, TPB’s assets totaled $166.5 million, consisting primarily of pre-discounted gross loans totaling $156.8 million. Total deposits were $140.0 million.  Preliminary purchase accounting adjustments were recorded as of the acquisition date, resulting in goodwill of $7.6 million. 

 

The acquisition of TPB was accounted for using the purchase method of accounting in accordance with ASC 805, Business Combinations. Assets acquired, liabilities assumed and consideration exchanged were recorded at their respective acquisition date fair values. Determining the fair value of assets and liabilities is a complicated process involving significant judgment regarding the methods and assumptions to be used. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition as additional information regarding the closing date fair values becomes available.

 

In accordance with the transaction agreement, the Company acquired 100% of the capital stock of TPB for the purchase price of $23.4 million calculated on the net book value of TPB as of December 31, 2017 and a mutually agreed upon multiple of 1.62, less certain mutually agreed upon deductions that are described in the transaction agreement. Approximately 90% of the purchase price was paid in cash, which totaled approximately $20.7 million, and approximately 10% was paid in the form of unregistered shares of the Company’s common stock, which consisted of 204,355 shares of FUSB common stock. The aggregate purchase price was subject to adjustment following the closing date of the transaction based on determination of TPB’s final net book value as of the date of closing, which resulted in the payment by the Company of an additional cash amount of approximately $1.4 million.

 

A summary, at fair value, of the assets acquired and liabilities assumed in the TPB transaction, as of the acquisition date, is as follows:

 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

NET ASSETS ACQUIRED FROM THE PEOPLES BANK

AUGUST 31, 2018

(Dollars in Thousands)

 

   

Acquired from TPB

   

Fair Value Adjustments

   

Fair Value as of August 31, 2018

 

Assets Acquired:

                       

Cash and cash equivalents

  $ 3,085     $     $ 3,085  

Investment securities, available-for-sale

    5,977             5,977  

Federal Home Loan Bank stock, at cost

    565             565  

Loans

    156,772       (2,395 )     154,377  
Allowance for loan losses     (1,702 )     1,702        
Net loans     155,070       (693 )     154,377  
Premises and equipment, net     1,198       17       1,215  
Other real estate owned     85             85  

Other assets

    551       (245 )     306  
Core deposit intangible           2,048       2,048  

Total assets acquired

  $ 166,531     $ 1,127     $ 167,658  

 

                       

Liabilities Assumed:

                       
Deposits     140,033       342       140,375  
Short-term borrowings     10,000             10,000  

Other liabilities

    437             437  

Total liabilities assumed

    150,470       342       150,812  

Shareholders’ Equity Assumed:

                       
Common stock     1,027       (1,027 )      
Surplus     5,280       (5,280 )      
Accumulated other comprehensive income, net of tax     17       (17 )      

Retained earnings

    9,737       (9,737 )      
Total shareholders’ equity assumed     16,061       (16,061 )      

Total liabilities and shareholders’ equity assumed

  $ 166,531     $ (15,719 )   $ 150,812  
                         
Net assets acquired     $ 16,846  
Purchase price       24,398  
Goodwill     $ 7,552  

 

 

The following is a description of the methods used to determine the fair values of significant assets and liabilities presented in the acquisition above.

 

Cash and cash equivalents — The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of the assets.

 

10

 

 

Investment securities — Prior to acquisition, the investment securities acquired were classified as available-for-sale and, accordingly, were recorded at fair value on a recurring basis. Fair value for most of the securities was based upon quoted prices of like or similar securities and determined using observable data including, among other things, dealer quotes, market spreads, cash flow, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus, prepayment speeds, credit information and the securities’ terms and conditions. 

 

Federal Home Loan Bank stock, at cost — Prior to acquisition, TPB maintained a required investment in the Federal Home Loan Bank (FHLB) of Atlanta which was, in part, based on TPB’s amount of borrowings with the FHLB. The investment was carried at cost as it is not readily marketable and, accordingly, there is no established market price for the investment. Upon acquisition, the Bank was able to absorb the investment into its own holdings of stock with the FHLB of Atlanta. The Bank has the ability to be reimbursed by the FHLB of Atlanta at cost for stock holdings as borrowings with the FHLB are paid down.  Accordingly, the carrying amount of the assets is considered a reasonable estimate of fair value. 

 

Loans — Fair values for performing loans were determined based on a discounted cash flow methodology that aggregated model inputs and loan information into selected pools and calculated the loan level cash flows used to value the pools.  The model calculated the contractual cash flows and expected cash flows, and then discounted the expected cash flows to present value in order to determine fair value.  The assumptions used to estimate the fair value of the loans included unpaid principal balance, maturity date, coupon, prepayment speed, expected credit losses, and discount rates.  Purchased credit impaired loans were valued using the cost recovery method. 

 

Allowance for loan losses — In accordance with U.S. GAAP, the fair value of the acquired loans were adjusted to fair value and the pre-acquisition allowance for loan losses on TPB’s balance sheet was reversed.

 

Premises and equipment — The fair value of acquired land and buildings was determined based on independent appraisals performed by a third-party appraiser. The fair value adjustment represents the difference between fair value and the carrying value at the date of acquisition. For furniture and fixtures, carrying value was considered to be a reasonable estimate of fair value.

 

Other real estate owned — These assets are presented at the estimated net realizable value that management expects to receive when the properties are sold, net of related costs of disposal.

 

Other assets — The fair value adjustment was due primarily to changes in deferred tax assets related to the transaction, as well as adjustment of certain prepaid assets associated with the TPB’s core processing vendor. Otherwise, the carrying amount of these assets was deemed to be a reasonable estimate of fair value.

 

Core deposit intangible — This intangible asset represents the value of the relationships that TPB had with its deposit customers. The fair value of the core deposit intangible was estimated using a discounted cash flow methodology that gave consideration to expected customer attrition rates, cost of the deposit base and the net maintenance cost attributable to customer deposits.

 

Deposits — The fair values used for the demand and savings deposits that comprise the transaction accounts acquired equal the amount payable on demand at the acquisition date.  The fair value of certificates of deposit was determined using a discounted cash flow methodology whereby an estimate of the present value of contractual payments over the remaining life of the time deposit was determined.  Future cash flows were discounted using market interest rates estimated based on the median offering rates of peer institutions at the time of the acquisition.

 

Short-term borrowings — TPB’s short-term borrowings were comprised of daily renewable FHLB advances.  Based on the short-term nature of the borrowings, the carrying amount of the liability was determined to be a reasonable approximation of fair value.

 

Other liabilities — The carrying amount of these other liabilities was deemed to be a reasonable estimate of fair value.

 

Pro Forma Financial Information

 

The results of operations of TPB have been included in the Company’s consolidated financial statements since the acquisition date. The following schedule includes pro forma results (unaudited) for the three and nine months ended September 30, 2018 and 2017, as if the TPB acquisition occurred as of the beginning of the reporting periods presented. Non-recurring acquisition-related expenses totaling approximately $1.5 million are included in non-interest expense for both the three and nine months ended September 30, 2018.

 

 

   

Three Months Ended

    Nine Months Ended  
   

September 30,

    September 30,  
   

2018

   

2017

    2018     2017  
   

(Dollars in Thousands, Except Per Share Data)

 

Summary of Operations

                               

Net interest income

  $ 9,725     $ 9,045     $ 28,565     $ 26,609  

Provision for loan and lease losses

    789       373       2,149       1,464  
Net interest income after provision for loan and lease losses     8,936       8,672       26,416       25,145  

Non-interest income

    2,166       1,292       4,604       3,555  

Non-interest expense

    10,175       8,178       26,914       23,971  
Income before income taxes     927       1,786       4,106       4,729  
Provision for income taxes     370       530       1,072       1,433  

Net income

  $ 557     $ 1,256     $ 3,034     $ 3,296  
Basic net income per share   $ 0.09     $ 0.20     $ 0.47     $ 0.52  

Diluted net income per share

  $ 0.08     $ 0.19     $ 0.45     $ 0.49  

 

 

The pro forma information is presented for information purposes only and is not indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time, nor is it intended to be a projection of future results.

 

11

 

 

 

4.

INVESTMENT SECURITIES

 

Details of investment securities available-for-sale and held-to-maturity as of September 30, 2018 and December 31, 2017 were as follows:

 

   

Available-for-Sale

 
   

September 30, 2018

 
           

Gross

   

Gross

   

Estimated

 
   

Amortized

   

Unrealized

   

Unrealized

   

Fair

 
   

Cost

   

Gains

   

Losses

   

Value

 
   

(Dollars in Thousands)

 

Mortgage-backed securities:

                               

Residential

  $ 76,064     $ 144     $ (1,897

)

  $ 74,311  

Commercial

    59,796       11       (2,091

)

    57,716  

Obligations of states and political subdivisions

    5,160       36       (45

)

    5,151  

U.S. Treasury securities

    80                   80  

Total

  $ 141,100     $ 191     $ (4,033

)

  $ 137,258  

 

   

Held-to-Maturity

 
   

September 30, 2018

 
           

Gross

   

Gross

   

Estimated

 
   

Amortized

   

Unrealized

   

Unrealized

   

Fair

 
   

Cost

   

Gains

   

Losses

   

Value

 
   

(Dollars in Thousands)

 

Mortgage-backed securities:

                               

Commercial

  $ 12,357     $     $ (408

)

  $ 11,949  

Obligations of U.S. government-sponsored agencies

    8,126             (323

)

    7,803  

Obligations of states and political subdivisions

    1,755             (28

)

    1,727  

Total

  $ 22,238     $     $ (759

)

  $ 21,479  

 

   

Available-for-Sale

 
   

December 31, 2017

 
           

Gross

   

Gross

   

Estimated

 
   

Amortized

   

Unrealized

   

Unrealized

   

Fair

 
   

Cost

   

Gains

   

Losses

   

Value

 
   

(Dollars in Thousands)

 

Mortgage-backed securities:

                               

Residential

  $ 83,360     $ 286     $ (860

)

  $ 82,786  

Commercial

    67,281       27       (1,234

)

    66,074  

Obligations of states and political subdivisions

    4,752       182       (3

)

    4,931  

U.S. Treasury securities

    80                   80  

Total

  $ 155,473     $ 495     $ (2,097

)

  $ 153,871  

 

   

Held-to-Maturity

 
   

December 31, 2017

 
   

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

Estimated

Fair

Value

 
   

(Dollars in Thousands)

 

Mortgage-backed securities:

                               

Commercial

  $ 15,065     $ 1     $ (186

)

  $ 14,880  

Obligations of U.S. government-sponsored agencies

    9,326       7       (144

)

    9,189  

Obligations of states and political subdivisions

    1,888       5       (13

)

    1,880  

Total

  $ 26,279     $ 13     $ (343

)

  $ 25,949  

 

The scheduled maturities of investment securities available-for-sale and held-to-maturity as of September 30, 2018 are presented in the following table:

 

   

Available-for-Sale

   

Held-to-Maturity

 
   

Amortized

Cost

   

Estimated

Fair

Value

   

Amortized

Cost

   

Estimated

Fair

Value

 
   

(Dollars in Thousands)

 

Maturing within one year

  $ 1,351     $ 1,351     $     $  

Maturing after one to five years

    38,063       37,271       1,116       1,106  

Maturing after five to ten years

    59,244       57,214       7,564       7,327  

Maturing after ten years

    42,442       41,422       13,558       13,046  

Total

  $ 141,100     $ 137,258     $ 22,238     $ 21,479  

 

12

 

 

For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been allocated over maturity groupings based on the weighted-average contractual maturities of underlying collateral. The mortgage-backed securities generally mature earlier than their weighted-average contractual maturities because of principal prepayments.

 

The following table reflects gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of September 30, 2018 and December 31, 2017.

 

   

Available-for-Sale

 
   

September 30, 2018

 
   

Less than 12 Months

   

12 Months or More

 
   

Fair

Value

   

Unrealized

Losses

   

Fair

Value

   

Unrealized

Losses

 
   

(Dollars in Thousands)

 

Mortgage-backed securities:

                               

Residential

  $ 28,238     $ (591

)

  $ 39,667     $ (1,305

)

Commercial

    9,681       (252

)

    47,607       (1,839

)

Obligations of states and political subdivisions     1,645       (22 )     1,487       (24 )

U.S. Treasury securities

    80                    

Total

  $ 39,644     $ (865

)

  $ 88,761     $ (3,168

)

 

   

Held-to-Maturity

 
   

September 30, 2018

 
   

Less than 12 Months

   

12 Months or More

 
   

Fair

Value

   

Unrealized

Losses

   

Fair

Value

   

Unrealized

Losses

 
   

(Dollars in Thousands)

 
Mortgage-backed securities:                                

Commercial

  $ 3,797     $ (111 )   $ 8,152     $ (297 )
Obligations of U.S. government-sponsored agencies     660       (14 )     7,143       (310 )

Obligations of states and political subdivisions

    1,209       (21

)

    518       (6 )

Total

  $ 5,666     $ (146

)

  $ 15,813     $ (613

)

 

   

Available-for-Sale

 
   

December 31, 2017

 
   

Less than 12 Months

   

12 Months or More

 
   

Fair

Value

   

Unrealized

Losses

   

Fair

Value

   

Unrealized

Losses

 
   

(Dollars in Thousands)

 

Mortgage-backed securities:

                               

Residential

  $ 47,007     $ (467

)

  $ 21,122     $ (393

)

Commercial

    18,554       (180

)

    46,312       (1,054

)

Obligations of states and political subdivisions

    428       (3 )            

U.S. Treasury securities

    80                    

Total

  $ 66,069     $ (650

)

  $ 67,434     $ (1,447

)

 

   

Held-to-Maturity

 
   

December 31, 2017

 
   

Less than 12 Months

   

12 Months or More

 
   

Fair

Value

   

Unrealized

Losses

   

Fair

Value

   

Unrealized

Losses

 
   

(Dollars in Thousands)

 

Mortgage-backed securities:

                               

Commercial

  $ 7,895     $ (63

)

  $ 6,675     $ (123 )

Obligations of U.S. government-sponsored agencies

    865       (2

)

    7,388       (142

)

Obligations of states and political subdivisions

    571       (3

)

    531       (10 )

Total

  $ 9,331     $ (68

)

  $ 14,594     $ (275

)

 

Management evaluates securities for other-than-temporary impairment no less frequently than quarterly, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to: (i) the length of time and the extent to which fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, (iii) whether the Company intends to sell securities, and (iv) whether it is more likely than not that the Company will be required to sell the securities before recovery of their amortized cost bases.

 

13

 

 

As of September 30, 2018, 123 debt securities had been in a loss position for more than 12 months, and 56 debt securities had been in a loss position for less than 12 months. As of December 31, 2017, 72 debt securities had been in a loss position for more than 12 months, and 83 debt securities had been in a loss position for less than 12 months. As of both September 30, 2018 and December 31, 2017, the losses for all securities were considered to be a direct result of the effect that the prevailing interest rate environment had on the value of debt securities and were not related to the creditworthiness of the issuers. Further, the Company has the current intent and ability to retain its investments in the issuers for a period of time that management believes to be sufficient to allow for any anticipated recovery in fair value. Therefore, the Company did not recognize any other-than-temporary impairments as of September 30, 2018 or December 31, 2017.

 

Investment securities with a carrying value of $55.9 million and $86.8 million as of September 30, 2018 and December 31, 2017, respectively, were pledged to secure public deposits and for other purposes.

 

 

5.

LOANS AND LEASES AND ALLOWANCE FOR LOAN AND LEASE LOSSES

 

Portfolio Segments

 

The Company has divided the loan and lease portfolio into eight portfolio segments, each with different risk characteristics described as follows:

 

Construction, land development and other land loans – Commercial construction, land and land development loans include the development of residential housing projects, loans for the development of commercial and industrial use property and loans for the purchase and improvement of raw land. These loans are secured in whole or in part by the underlying real estate collateral and are generally guaranteed by the principals of the borrowing entity.

 

Secured by 1-4 family residential properties – These loans include conventional mortgage loans on one-to-four family residential properties. These properties may serve as the borrower’s primary residence, vacation home or investment property. Also included in this portfolio are home equity loans and lines of credit. This type of lending, which is secured by a first or second mortgage on the borrower’s residence, allows customers to borrow against the equity in their home.

 

Secured by multi-family residential properties – This portfolio segment includes mortgage loans secured by apartment buildings.

 

Secured by non-farm, non-residential properties – This portfolio segment includes real estate loans secured by commercial and industrial properties, office or mixed-use facilities, strip shopping centers or other commercial property. These loans are generally guaranteed by the principals of the borrowing entity.

 

Other real estate loans – Other real estate loans are loans primarily for agricultural production, secured by mortgages on farmland.

 

Commercial and industrial loans and leases – This portfolio segment includes loans and leases to commercial customers for use in the normal course of business. These credits may be loans, lines of credit and leases to financially strong borrowers, secured by inventories, equipment or receivables, and are generally guaranteed by the principals of the borrowing entity.

 

Consumer loans – This portfolio segment includes a variety of secured and unsecured personal loans, including automobile loans, loans for household and personal purposes, and all other direct consumer installment loans.

 

Indirect sales – This portfolio segment includes loans secured by collateral that is purchased by consumers at retail stores with whom ALC has an established relationship to provide financing for the retail products sold if applicable underwriting standards are met.

 

14

 

 

As of September 30, 2018 and December 31, 2017, the composition of the loan and lease portfolio by reporting segment and portfolio segment was as follows:

 

   

September 30, 2018

 
   

Bank

   

ALC

   

Total

 
   

(Dollars in Thousands)

 

Real estate loans:

                       

Construction, land development and other land loans

  $ 43,501     $     $ 43,501  

Secured by 1-4 family residential properties

    111,555       8,472       120,027  

Secured by multi-family residential properties

    22,915             22,915  

Secured by non-farm, non-residential properties

    150,523             150,523  

Other

    1,100             1,100  

Commercial and industrial loans and leases(1)

    83,087             83,087  

Consumer loans:

                       
Consumer     7,075       31,965       39,040  

Indirect sales

          71,005       71,005  

Total loans

    419,756       111,442       531,198  

Less: Unearned interest, fees and deferred cost

    331       5,929       6,260  

Allowance for loan losses

    2,709       2,407       5,116  

Net loans

  $ 416,716     $ 103,106     $ 519,822  

 

(1) Includes equipment financing leases.

 

 

   

December 31, 2017

 
   

Bank

   

ALC

   

Total

 
   

(Dollars in Thousands)

 

Real estate loans:

                       

Construction, land development and other land loans

  $ 26,143     $     $ 26,143  

Secured by 1-4 family residential properties

    34,272       10,801       45,073  

Secured by multi-family residential properties

    16,579             16,579  

Secured by non-farm, non-residential properties

    105,133             105,133  

Other

    190             190  

Commercial and industrial loans

    69,969             69,969  

Consumer loans:

                       
Consumer     5,217       34,083       39,300  

Indirect sales

          55,071       55,071  

Total loans

    257,503       99,955       357,458  

Less: Unearned interest, fees and deferred cost

    374       6,189       6,563  

Allowance for loan losses

    2,447       2,327       4,774  

Net loans

  $ 254,682     $ 91,439     $ 346,121  

 

The Company makes commercial, real estate and installment loans to its customers. Although the Company has a diversified loan portfolio, 63.6% and 54.0% of the portfolio was concentrated in loans secured by real estate as of September 30, 2018 and December 31, 2017, respectively.

 

Loans with a carrying value of $27.0 million were pledged as collateral to secure FHLB borrowings as of September 30, 2018. No loans were pledged as collateral as of December 31, 2017.

 

Related Party Loans

 

In the ordinary course of business, the Bank makes loans to certain officers and directors of the Company, including companies with which they are associated. These loans are made on the same terms as those prevailing for comparable transactions with unrelated parties. Management believes that such loans do not represent more than a normal risk of collectability, nor do they present other unfavorable features. The aggregate balances of such related party loans and commitments as of September 30, 2018 and December 31, 2017 were $0.8 million and $0.5 million, respectively. During the nine months ended September 30, 2018, there were $0.5 million of new loans to these parties, and repayments by active related parties were $0.2 million. During the year ended December 31, 2017, there were no new loans to these related parties, and repayments by active related parties were $11 thousand.

 

15

 

 

Acquired Loans

 

The Company acquired loans during the quarter ended September 30, 2018. At acquisition, certain acquired loans evidenced deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected.

 

Loans purchased with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit impaired. Evidence of credit quality deterioration as of the purchase date may include information such as past-due and nonaccrual status, borrower credit scores and recent loan to value percentages. Purchased credit impaired loans are accounted for under the accounting guidance for loans and debt securities acquired with deteriorated credit quality (ASC 310-30) and initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for credit losses related to these loans is not carried over and recorded at the acquisition date.

 

The carrying amount of these loans is included in the balance sheet amount of loans receivable at September 30, 2018. The amount of these loans is shown below:

 

    September 30, 2018  
   

(Dollars in Thousands)

 
Real estate loans:        
Construction, land development and other land loans   $ 75  
Secured by 1-4 family residential properties     2,227  
Secured by non-farm, non-residential properties     207  
Other     7  

Outstanding balance

  $ 2,516  

Carrying amount, net of fair value adjustment of $278 thousand at September 30, 2018

  $ 2,238  

 

 

The Company did not recognize any accretable yield, or income expected to be collected, associated with these loans. Additionally, during the three months ended September 30, 2018, the Company did not increase or reverse the allowance for loan losses related to these purchased credit impaired loans.

 

16

 

 

Allowance for Loan Losses

 

The following tables present changes in the allowance for loan losses during the nine months ended September 30, 2018 and the year ended December 31, 2017 and the related loan balances by loan portfolio segment and loan type as of September 30, 2018 and December 31, 2017:

 

   

Bank

 
   

Nine Months Ended September 30, 2018

 
   

Construction,

Land

   

1-4

Family

   

Real

Estate

Multi-

Family

   

Non-Farm

Non-

Residential

    Other     Commercial    

Consumer

   

Indirect

Sales

   

Total

 
   

(Dollars in Thousands)

 

Allowance for loan losses:

                                                                       

Beginning balance

  $ 203     $ 238     $ 116     $ 777     $ 2     $ 1,049     $ 62     $     $ 2,447  

Charge-offs

          (9 )                       (2 )     (3 )           (14 )

Recoveries

          36             4             8       13             61  

Provision

    4       52       11       42             97       9             215  

Ending balance

  $ 207     $ 317     $ 127     $ 823     $ 2     $ 1,152     $ 81     $     $ 2,709  
                                                                         
Ending balance of allowance attributable to loans:                                                                        

Individually evaluated for impairment

  $ 31     $ 51     $     $ 7     $     $ 67     $ 22     $     $ 178  

Collectively evaluated for impairment

    176       266       127       816       2       1,085       59             2,531  
Loans acquired with deteriorated credit quality                                                      
Total allowance for loan losses   $ 207     $ 317     $ 127     $ 823     $ 2     $ 1,152     $ 81     $     $ 2,709  

Ending balance of loans receivable:

                                                                       
Individually evaluated for impairment   $ 155     $ 58     $     $ 517     $     $ 67     $ 45     $     $ 842  

Collectively evaluated for impairment

    43,273       109,347       22,915       149,998       1,093       83,020       7,030             416,676  
Loans acquired with deteriorated credit quality     73       2,150             8       7                         2,238  

Total loans receivable

  $ 43,501     $ 111,555     $ 22,915     $ 150,523     $ 1,100     $ 83,087     $ 7,075     $     $ 419,756  

 

   

ALC

 
   

Nine Months Ended September 30, 2018

 
   

Construction,

Land

   

1-4

Family

   

Real

Estate

Multi-

Family

   

Non-Farm Non-Residential

   

Other

   

Commercial

   

Consumer

   

Indirect

Sales

   

Total

 
   

(Dollars in Thousands)

 

Allowance for loan losses:

                                                                       

Beginning balance

  $     $ 52     $     $     $     $     $ 1,653     $ 622     $ 2,327  

Charge-offs

          (73 )                             (1,841 )     (423 )     (2,337 )

Recoveries

          12                               396       75       483  

Provision

          35                               1,488       411       1,934  

Ending balance

  $     $ 26     $     $     $     $     $ 1,696     $ 685     $ 2,407  
                                                                         
Ending balance of allowance attributable to loans:                                                                        

Individually evaluated for impairment

  $     $     $     $     $     $     $     $     $  

Collectively evaluated for impairment

          26                               1,696       685       2,407  
Total allowance for loan losses   $     $ 26     $     $     $     $     $ 1,696     $ 685     $ 2,407  

Ending balance of loans receivable:

                                                                       

Individually evaluated for impairment

  $     $     $     $     $     $     $     $     $  
Collectively evaluated for impairment           8,472                               31,965       71,005       111,442  

Total loans receivable

  $     $ 8,472     $     $     $     $     $ 31,965     $ 71,005     $ 111,442  

 

 

17

 

 

   

Bank and ALC

 
   

Nine Months Ended September 30, 2018

 
   

Construction,

Land

   

1-4

Family

   

Real

Estate

Multi-

Family

   

Non-Farm Non-Residential

   

Other

   

Commercial

   

Consumer

   

Indirect

Sales

   

Total

 
   

(Dollars in Thousands)

 

Allowance for loan losses:

                                                                       

Beginning balance

  $ 203     $ 290     $ 116     $ 777     $ 2     $ 1,049     $ 1,715     $ 622     $ 4,774  

Charge-offs

          (82 )                       (2 )     (1,844 )     (423 )     (2,351 )

Recoveries

          48             4             8       409       75       544  

Provision

    4       87       11       42             97       1,497       411       2,149  

Ending balance

  $ 207     $ 343     $ 127     $ 823     $ 2     $ 1,152     $ 1,777     $ 685     $ 5,116  
                                                                         
Ending balance of allowance attributable to loans:                                                                        

Individually evaluated for impairment

  $ 31     $ 51     $     $ 7     $     $ 67     $ 22     $     $ 178  

Collectively evaluated for impairment

    176       292       127       816       2       1,085       1,755       685       4,938  
Loans acquired with deteriorated credit quality                                                      
Total allowance for loan losses   $ 207     $ 343     $ 127     $ 823     $ 2     $ 1,152     $ 1,777     $ 685     $ 5,116  

Ending balance of loans receivable:

                                                                       

Individually evaluated for impairment

  $ 155     $ 58     $     $ 517     $     $ 67     $ 45     $     $ 842  
Collectively evaluated for impairment     43,273       117,819       22,915       149,998       1,093       83,020       38,995       71,005       528,118  
Loans acquired with deteriorated credit quality     73       2,150             8       7                         2,238  

Total loans receivable

  $ 43,501     $ 120,027     $ 22,915     $ 150,523     $ 1,100     $ 83,087     $ 39,040     $ 71,005     $ 531,198  

 

   

Bank

 
   

Year Ended December 31, 2017

 
   

Construction,

Land

   

1-4

Family

   

Real

Estate

Multi-

Family

   

Non-Farm Non-Residential

   

Other

   

Commercial

   

Consumer

   

Indirect

Sales

   

Total

 
   

(Dollars in Thousands)

 

Allowance for loan losses:

                                                                       

Beginning balance

  $ 535     $ 304     $ 88     $ 903     $ 2     $ 527     $ 50     $     $ 2,409  

Charge-offs

                                  (16 )     (63 )           (79 )

Recoveries

          103             69             19       56             247  

Provision

    (332 )     (169 )     28       (195 )           519       19             (130 )

Ending balance

  $ 203     $ 238     $ 116     $ 777     $ 2     $ 1,049     $ 62     $     $ 2,447  
                                                                         
Ending balance of allowance attributable to loans:                                                                        

Individually evaluated for impairment

  $     $ 5     $     $ 21     $     $ 72     $     $     $ 98  

Collectively evaluated for impairment

    203       233       116       756       2       977       62             2,349  
Total allowance for loan losses   $ 203     $ 238     $ 116     $ 777     $ 2     $ 1,049     $ 62     $     $ 2,447  

Ending balance of loans receivable:

                                                                       

Individually evaluated for impairment

  $     $ 187     $     $ 532     $     $ 72     $     $     $ 791  
Collectively evaluated for impairment     26,143       34,085       16,579       104,601       190       69,897       5,217             256,712  

Total loans receivable

  $ 26,143     $ 34,272     $ 16,579     $ 105,133     $ 190     $ 69,969     $ 5,217     $     $ 257,503  

 

 

18

 

 

   

ALC

 
   

Year Ended December 31, 2017

 
   

Construction,

Land

   

1-4

Family

   

Real

Estate

Multi-

Family

   

Non-Farm Non-Residential

   

Other

   

Commercial

   

Consumer

   

Indirect

Sales

   

Total

 
   

(Dollars in Thousands)

 

Allowance for loan losses:

                                                                       

Beginning balance

  $     $ 107     $     $     $     $     $ 1,717     $ 623     $ 2,447  

Charge-offs

          (28

)

                            (2,297

)

    (587 )     (2,912

)

Recoveries

          32                               545       98       675  

Provision

          (59 )                             1,688       488       2,117  

Ending balance

  $     $ 52     $     $     $     $     $ 1,653     $ 622     $ 2,327  
                                                                         
Ending balance of allowance attributable to loans:                                                                        

Individually evaluated for impairment

  $     $     $     $     $     $     $     $     $  

Collectively evaluated for impairment

          52                               1,653       622       2,327  
Total allowance for loan losses   $     $ 52     $     $     $     $     $ 1,653     $ 622     $ 2,327  

Ending balance of loans receivable:

                                                                       

Individually evaluated for impairment

  $     $     $     $     $     $     $     $     $  
Collectively evaluated for impairment           10,801                               34,083       55,071       99,955  

Total loans receivable

  $     $ 10,801     $     $     $     $     $ 34,083     $ 55,071     $ 99,955  

 

   

Bank and ALC

 
   

Year Ended December 31, 2017

 
   

Construction,

Land

   

1-4

Family

   

Real

Estate

Multi-

Family

   

Non-Farm Non-Residential

   

Other

   

Commercial

   

Consumer

   

Indirect

Sales

   

Total

 
   

(Dollars in Thousands)

 

Allowance for loan losses:

                                                                       

Beginning balance

  $ 535     $ 411     $ 88     $ 903     $ 2     $ 527     $ 1,767     $ 623     $ 4,856  

Charge-offs

          (28

)

                      (16

)

    (2,360

)

    (587 )     (2,991

)

Recoveries

          135             69             19       601       98       922  

Provision

    (332 )     (228 )     28       (195 )           519       1,707       488       1,987  

Ending balance

  $ 203     $ 290     $ 116     $ 777     $ 2     $ 1,049     $ 1,715     $ 622     $ 4,774  
                                                                         
Ending balance of allowance attributable to loans:                                                                        

Individually evaluated for impairment

  $     $ 5     $     $ 21     $     $ 72     $     $     $ 98  

Collectively evaluated for impairment

    203       285       116       756       2       977       1,715       622       4,676  
Total allowance for loan losses   $ 203     $ 290     $ 116     $ 777     $ 2     $ 1,049     $ 1,715     $ 622     $ 4,774  

Ending balance of loans receivable:

                                                                       

Individually evaluated for impairment

  $     $ 187     $     $ 532     $     $ 72     $     $     $ 791  
Collectively evaluated for impairment     26,143       44,886       16,579       104,601       190       69,897       39,300       55,071       356,667  

Total loans receivable

  $ 26,143     $ 45,073     $ 16,579     $ 105,133     $ 190     $ 69,969     $ 39,300     $ 55,071     $ 357,458  

 

Credit Quality Indicators

 

The Bank utilizes a credit grading system that provides a uniform framework for establishing and monitoring credit risk in the loan portfolio. Under this system, each loan is graded based on pre-determined risk metrics and categorized into one of nine risk grades. These risk grades can be summarized into categories described as pass, special mention, substandard, doubtful and loss, as described in further detail below.

 

 

Pass (Risk Grades 1-5): Loans in this category include obligations in which the probability of default is considered low.

 

 

Special Mention (Risk Grade 6): Loans in this category exhibit potential credit weaknesses or downward trends deserving Bank management’s close attention. If left uncorrected, these potential weaknesses may result in the deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification. Although a special mention asset has a higher probability of default than pass-rated categories, its default is not imminent.

 

19

 

 

 

Substandard (Risk Grade 7): Loans in this category have defined weaknesses that jeopardize the orderly liquidation of debt. A substandard loan is inadequately protected by the current worth and paying capacity of the obligor or by the collateral pledged, if any. Normal repayment from the borrower is in jeopardy, although no loss of principal is envisioned. There is a distinct possibility that a partial loss of interest and/or principal will occur if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified as substandard.

 

 

Doubtful (Risk Grade 8): Loans classified as doubtful have all of the weaknesses found in substandard loans, with the added characteristic that the weaknesses make collection of debt in full, based on currently existing facts, conditions and values, highly questionable or improbable. Serious problems exist such that partial loss of principal is likely; however, because of certain important, reasonably specific pending factors that may work to strengthen the assets, the loans’ classification as estimated losses is deferred until a more exact status may be determined. Such pending factors may include proposed merger, acquisition or liquidation procedures, capital injection, perfection of liens on additional collateral and refinancing plans. Loans classified as doubtful may include loans to borrowers that have demonstrated a history of failing to live up to agreements.

 

 

Loss (Risk Grade 9): Loans are classified in this category when borrowers are deemed incapable of repayment of unsecured debt. Loans to such borrowers are considered uncollectable and of such little value that continuance as active assets of the Bank is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not prudent to defer writing off these assets, even though partial recovery may be affected in the future.

 

At ALC, because the loan portfolio is more uniform in nature, each loan is categorized into one of two risk grades, depending on whether the loan is considered to be performing or nonperforming. Performing loans are loans that are paying principal and interest in accordance with a contractual agreement. Nonperforming loans are loans that have demonstrated characteristics that indicate a probability of loss.

 

The tables below illustrate the carrying amount of loans by credit quality indicator as of September 30, 2018:

 

   

Bank

 
   

Pass

1-5

   

Special

Mention

6

   

Substandard

7

   

Doubtful

8

   

Total

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

                                       

Construction, land development and other land loans

  $ 42,761     $ 511     $ 229     $     $ 43,501  

Secured by 1-4 family residential properties

    107,276       266       4,013             111,555  

Secured by multi-family residential properties

    22,915                         22,915  

Secured by non-farm, non-residential properties

    147,302       2,099       1,122             150,523  

Other

    1,093       7                   1,100  

Commercial and industrial loans

    80,853       2,077       157             83,087  

Consumer loans

    6,990             85             7,075  

Total

  $ 409,190     $ 4,960     $ 5,606     $     $ 419,756  

 

The above amounts include purchased credit impaired loans. As of September 30, 2018, $2.2 million of purchased credit impaired loans were rated “Substandard.”

 

   

ALC

 
   

Performing

   

Nonperforming

   

Total

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

                       

Secured by 1-4 family residential properties

  $ 8,379     $ 93     $ 8,472  
Consumer loans:                        
Consumer     31,149       816       31,965  

Indirect sales

    70,713       292       71,005  

Total

  $ 110,241     $ 1,201     $ 111,442  

 

20

 

 

The tables below illustrate the carrying amount of loans by credit quality indicator as of December 31, 2017:

 

   

Bank

 
   

Pass

1-5

   

Special

Mention

6

   

Substandard

7

   

Doubtful

8

   

Total

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

                                       

Construction, land development and other land loans

  $ 25,872     $ 84     $ 187     $     $ 26,143  

Secured by 1-4 family residential properties

    33,278       339       655             34,272  

Secured by multi-family residential properties

    16,579                         16,579  

Secured by non-farm, non-residential properties

    99,847       4,766       520             105,133  

Other

    190                         190  

Commercial and industrial loans

    67,689       2,066       214             69,969  

Consumer loans

    5,155             62             5,217  

Total

  $ 248,610     $ 7,255     $ 1,638     $     $ 257,503  

 

   

ALC

 
   

Performing

   

Nonperforming

   

Total

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

                       

Secured by 1-4 family residential properties

  $ 10,495     $ 306     $ 10,801  
Consumer loans:                        
Consumer     32,933       1,150       34,083  

Indirect sales

    54,611       460       55,071  

Total

  $ 98,039     $ 1,916     $ 99,955  

 

The following tables provide an aging analysis of past due loans by class as of September 30, 2018:

 

   

Bank

 
   

As of September 30, 2018

 
   

30-59

Days

Past

Due

   

60-89

Days

Past

Due

   

90

Days

Or

Greater

   

Total

Past

Due

   

Current

   

Total

Loans

   

Recorded

Investment

>

90 Days

And

Accruing

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

                                                       

Construction, land development and other land loans

  $ 459     $     $ 74     $ 533     $ 42,968     $ 43,501     $  

Secured by 1-4 family residential properties

    1,980       78       2,123       4,181       107,374       111,555        

Secured by multi-family residential properties

                            22,915       22,915        

Secured by non-farm, non-residential properties

    14             8       22       150,501       150,523        

Other

                            1,100       1,100        

Commercial and industrial loans

    428       23             451       82,636       83,087        

Consumer loans

    21       4             25       7,050       7,075        

Total

  $ 2,902     $ 105     $ 2,205     $ 5,212     $ 414,544     $ 419,756     $  

 

The above amounts include purchased credit impaired loans. As of September 30, 2018, $0.2 million of purchased credit impaired loans were 30-59 days past due and $2.0 million were 90 or more days past due.

 

21

 

 

   

ALC

 
   

As of September 30, 2018

 
   

30-59

Days

Past

Due

   

60-89

Days

Past

Due

   

90

Days

Or

Greater

   

Total

Past

Due

   

Current

   

Total

Loans

   

Recorded

Investment

>

90 Days

And

Accruing

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

                                                       

Construction, land development and other land loans

  $     $     $     $     $     $     $  

Secured by 1-4 family residential properties

    122       2       93       217       8,255       8,472        

Secured by multi-family residential properties

                                         

Secured by non-farm, non-residential properties

                                         

Other

                                         

Commercial and industrial loans

                                         
Consumer loans:                                                        

Consumer

    599       428       816       1,843       30,122       31,965        

Indirect sales

    323       122       292       737       70,268       71,005        

Total

  $ 1,044     $ 552     $ 1,201     $ 2,797     $ 108,645     $ 111,442     $  

 

The following tables provide an aging analysis of past due loans by class as of December 31, 2017:

 

   

Bank

 
   

As of December 31, 2017

 
   

30-59

Days

Past

Due

   

60-89

Days

Past

Due

   

90

Days

Or

Greater

   

Total

Past

Due

   

Current

   

Total

Loans

   

Recorded

Investment

>

90 Days

And

Accruing

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

                                                       

Construction, land development and other land loans

  $     $     $     $     $ 26,143     $ 26,143     $  

Secured by 1-4 family residential properties

    227             52       279       33,993       34,272        

Secured by multi-family residential properties

                            16,579       16,579        

Secured by non-farm, non-residential properties

    13                   13       105,120       105,133        

Other

                            190       190        

Commercial and industrial loans

    70                   70       69,899       69,969        

Consumer loans

    42                   42       5,175       5,217        

Total

  $ 352     $     $ 52     $ 404     $ 257,099     $ 257,503     $  

 

22

 

 

   

ALC

 
   

As of December 31, 2017

 
   

30-59

Days

Past

Due

   

60-89

Days

Past

Due

   

90

Days

Or

Greater

   

Total

Past

Due

   

Current

   

Total

Loans

   

Recorded Investment

>

90 Days

And

Accruing

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

                                                       

Construction, land development and other land loans

  $     $     $     $     $     $     $  

Secured by 1-4 family residential properties

    61       23       290       374       10,427       10,801        

Secured by multi-family residential properties

                                         

Secured by non-farm, non-residential properties

                                         

Other

                                         

Commercial and industrial loans

                                         
Consumer loans:                                                        

Consumer

    490       323       1,111       1,924       32,159       34,083        

Indirect sales

    281       230       433       944       54,127       55,071        

Total

  $ 832     $ 576     $ 1,834     $ 3,242     $ 96,713     $ 99,955     $  

 

The following table provides an analysis of non-accruing loans by class as of September 30, 2018 and December 31, 2017:

 

   

Loans on Non-Accrual Status

 
   

September 30,

2018

   

December 31,

2017

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

               

Construction, land development and other land loans

  $ 73     $  

Secured by 1-4 family residential properties

    2,492       501  

Secured by multi-family residential properties

           

Secured by non-farm, non-residential properties

    26       29  
Other     7        

Commercial and industrial loans

    25       12  
Consumer loans:                
Consumer     867       1,173  

Indirect sales

    292       433  

Total loans

  $ 3,782     $ 2,148  

 

As of September 30, 2018, purchased credit impaired loans comprised $2.2 million of nonaccrual loans.

 

Impaired Loans

 

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the related loan agreement. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the liquidation of the collateral at the Bank. All loans of $0.5 million or more that have a credit quality risk grade of seven or above are identified for impairment analysis. At management’s discretion, additional loans may be impaired based on homogeneous factors such as changes in the nature and volume of the portfolio, portfolio quality, adequacy of the underlying collateral value, loan concentrations, historical charge-off trends and economic conditions that may affect the borrower’s ability to pay. At ALC, all real estate loans of $0.1 million or more are identified for impairment analysis. There are currently no loans at ALC that meet that criteria. Impaired loans, or portions thereof, are charged off when deemed uncollectable.

 

23

 

 

As of September 30, 2018, the carrying amount of impaired loans at the Bank consisted of the following:

 

   

September 30, 2018

 

Impaired loans with no related allowance recorded

 

Carrying

Amount

   

Unpaid

Principal

Balance

   

Related

Allowances

 
   

(Dollars in Thousands)

 

Loans secured by real estate

                       

Construction, land development and other land loans

  $ 73     $ 73     $  

Secured by 1-4 family residential properties

    2,150       2,150        

Secured by multi-family residential properties

                 

Secured by non-farm, non-residential properties

    8       8        
Other     7       7        
Commercial and industrial                  

Consumer

                 

Total loans with no related allowance recorded

  $ 2,238     $ 2,238     $  
                         

Impaired loans with an allowance recorded

                       

Loans secured by real estate

                       

Construction, land development and other land loans

  $ 155     $ 155     $ 31  

Secured by 1-4 family residential properties

    58       58       51  

Secured by multi-family residential properties

                 

Secured by non-farm, non-residential properties

    517       517       7  
Other                  
Commercial and industrial     67       67       67  

Consumer

    45       45       22  

Total loans with an allowance recorded

  $ 842     $ 842     $ 178  
                         

Total impaired loans

                       

Loans secured by real estate

                       

Construction, land development and other land loans

  $ 228     $ 228     $ 31  

Secured by 1-4 family residential properties

    2,208       2,208       51  

Secured by multi-family residential properties

                 

Secured by non-farm, non-residential properties

    525       525       7  
Other     7       7        
Commercial and industrial     67       67       67  

Consumer

    45       45       22  

Total impaired loans

  $ 3,080     $ 3,080     $ 178  

 

The above amounts include purchased credit impaired loans. As of September 30, 2018, purchased credit impaired loans comprised $2.2 million of impaired loans without a related allowance recorded.

 

24

 

 

As of December 31, 2017, the carrying amount of impaired loans at the Bank consisted of the following:  

 

   

December 31, 2017

 

Impaired loans with no related allowance recorded

 

Carrying

Amount

   

Unpaid

Principal

Balance

   

Related

Allowances

 
   

(Dollars in Thousands)

 

Loans secured by real estate

                       

Construction, land development and other land loans

  $     $     $  

Secured by 1-4 family residential properties

                 

Secured by multi-family residential properties

                 

Secured by non-farm, non-residential properties

                 

Commercial and industrial

                 

Total loans with no related allowance recorded

  $     $     $  
                         

Impaired loans with an allowance recorded

                       

Loans secured by real estate

                       

Construction, land development and other land loans

  $     $     $  

Secured by 1-4 family residential properties

    187       187       5  

Secured by multi-family residential properties

                 

Secured by non-farm, non-residential properties

    532       532       21  

Commercial and industrial

    72       72       72  

Total loans with an allowance recorded

  $ 791     $ 791     $ 98  
                         

Total impaired loans

                       

Loans secured by real estate

                       

Construction, land development and other land loans

  $     $     $  

Secured by 1-4 family residential properties

    187       187       5  

Secured by multi-family residential properties

                 

Secured by non-farm, non-residential properties

    532       532       21  

Commercial and industrial

    72       72       72  

Total impaired loans

  $ 791     $ 791     $ 98  

 

The average net investment in impaired loans and interest income recognized and received on impaired loans during the nine months ended September 30, 2018 and the year ended December 31, 2017 were as follows:

 

   

September 30, 2018

 
   

Average

Recorded

Investment

   

Interest

Income

Recognized

   

Interest

Income

Received

 
   

(Dollars in Thousands)

 

Loans secured by real estate

                       

Construction, land development and other land loans

  $ 52     $ 6     $ 6  

Secured by 1-4 family residential properties

    370       1       1  

Secured by multi-family residential properties

                 

Secured by non-farm, non-residential properties

    524       25       27  
Other     1              
Commercial and industrial     68       3       4  

Consumer

    5       2       2  

Total

  $ 1,020     $ 37     $ 40  

 

25

 

 

   

December 31, 2017

 
   

Average

Recorded

Investment

   

Interest

Income

Recognized

   

Interest

Income

Received

 
   

(Dollars in Thousands)

 

Loans secured by real estate

                       

Construction, land development and other land loans

  $ 902     $     $  

Secured by 1-4 family residential properties

    190       13       14  

Secured by multi-family residential properties

                 

Secured by non-farm, non-residential properties

    537       35       35  

Commercial and industrial

    59       7       5  

Total

  $ 1,688     $ 55     $ 54  

 

Loans on which the accrual of interest has been discontinued amounted to $3.8 million and $2.1 million as of September 30, 2018 and December 31, 2017, respectively. If interest on those loans had been accrued, there would have been $26 thousand and $19 thousand of interest accrued for the periods ended September 30, 2018 and December 31, 2017, respectively. Interest income related to these loans as of both September 30, 2018 and December 31, 2017 was $3 thousand.

 

Troubled Debt Restructurings

 

Troubled debt restructurings include loans with respect to which concessions have been granted to borrowers that generally would not have otherwise been considered had the borrowers not been experiencing financial difficulty. The concessions granted may include payment schedule modifications, interest rate reductions, maturity date extensions, modifications of note structure, principal balance reductions or some combination of these concessions. There were no loans modified with concessions granted during the nine-month period ended September 30, 2018. Restructured loans may involve loans remaining on non-accrual, moving to non-accrual or continuing on accrual status, depending on the individual facts and circumstances of the borrower. Non-accrual restructured loans are included with all other non-accrual loans. In addition, all accruing restructured loans are reported as troubled debt restructurings. Generally, restructured loans remain on non-accrual until the customer has attained a sustained period of repayment performance under the modified loan terms (generally a minimum of six months). However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can meet the new terms and whether the loan should be returned to or maintained on non-accrual status. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, then the loan remains on non-accrual. As of both September 30, 2018 and December 31, 2017, the Company had $0.1 million of non-accruing loans that were previously restructured and that remained on non-accrual status. For both the nine months ended September 30, 2018 and the year ended December 31, 2017, the Company had no loans that were restored to accrual status based on a sustained period of repayment performance.

 

The following table provides the number of loans remaining in each loan category, as of September 30, 2018 and December 31, 2017, that the Bank had previously modified in a troubled debt restructuring, as well as the pre- and post-modification principal balance as of each date.

 

   

September 30, 2018

   

December 31, 2017

 
   

Number

of

Loans

   

Pre-

Modification

Outstanding

Principal

Balance

   

Post-

Modification

Principal

Balance

   

Number

of

Loans

   

Pre-

Modification

Outstanding

Principal

Balance

   

Post-

Modification

Principal

Balance

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

                                               

Construction, land development and other land loans

    1     $ 107     $ 76       1     $ 107     $ 82  

Secured by 1-4 family residential properties

    3       318       125       3       318       165  

Secured by non-farm, non-residential properties

    1       53       34       1       53       37  

Commercial loans

    2       116       75       2       116       81  

Total

    7     $ 594     $ 310       7     $ 594     $ 365  

 

26

 

 

As of September 30, 2018 and December 31, 2017, no loans that previously had been modified in a troubled debt restructuring had defaulted subsequent to modification.

 

Restructured loan modifications primarily included maturity date extensions and payment schedule modifications. There were no modifications to principal balances of the loans that were restructured. Accordingly, there was no impact on the Company’s allowance for loan losses resulting from the modifications.

 

All loans with a principal balance of $0.5 million or more that have been modified in a troubled debt restructuring are considered impaired and evaluated individually for impairment. The nature and extent of impairment of restructured loans, including those that have experienced a subsequent payment default, are considered in the determination of an appropriate level of allowance for loan losses. This evaluation resulted in an allowance for loan losses attributable to such restructured loans of $2 thousand as of both September 30, 2018 and December 31, 2017.

 

 

6.

OTHER REAL ESTATE OWNED AND REPOSSESSIONS

 

Other real estate and certain other assets acquired in foreclosure are reported at the net realizable value of the property, less estimated costs to sell. The following tables summarize foreclosed property activity as of the nine months ended September 30, 2018 and 2017:

 

   

September 30, 2018

 
   

Bank

   

ALC

   

Total

 
   

(Dollars in Thousands)

 

Beginning balance

  $ 3,527     $ 265     $ 3,792  

Additions (1)

    191       58       249  

Sales proceeds

    (2,453

)

    (77

)

    (2,530

)

                         

Gross gains

    267       8       275  

Gross losses

    (46

)

    (54

)

    (100

)

Net gains (losses)

    221       (46

)

    175  

Impairment

    (167

)

    (30

)

    (197

)

Ending balance

  $ 1,319     $ 170     $ 1,489  

 

   

September 30, 2017

 
   

Bank

   

ALC

   

Total

 
   

(Dollars in Thousands)

 

Beginning balance

  $ 4,353     $ 505     $ 4,858  
Additions (1)           87       87  

Sales proceeds

    (649

)

    (199 )     (848

)

                         

Gross gains

    14             14  

Gross losses

    (20

)

    (101

)

    (121

)

Net losses

    (6 )     (101

)

    (107

)

Impairment

    (171 )           (171

)

Ending balance

  $ 3,527     $ 292     $ 3,819  

 

(1)Additions to other real estate owned (“OREO”) include transfers from loans, capitalized improvements to existing OREO properties and OREO acquired through acquisitions.

 

Valuation adjustments are recorded in other non-interest expense and are primarily post-foreclosure write-downs that are a result of continued declining property values based on updated appraisals or other indications of value, such as offers to purchase. Net realizable value less estimated costs to sell of foreclosed residential real estate held by the Company was $0.6 million as of both September 30, 2018 and 2017. In addition, the Company did not hold any consumer mortgage loans collateralized by residential real estate that were in the process of foreclosure as of September 30, 2018 and held $20 thousand of these loans as of September 30, 2017.

 

Repossessions

 

In addition to the other real estate and other assets acquired in foreclosure, the Bank and ALC also acquire assets through the repossession of the underlying collateral of loans in default. Total repossessed assets as of both September 30, 2018 and December 31, 2017 were $0.2 million.

 

27

 

 

 

7.

GOODWILL AND OTHER INTANGIBLE ASSETS

 

The Company recorded $7.6 million of goodwill as a result of its acquisition of TPB in 2018. Goodwill impairment was neither indicated nor recorded during the three months ended September 30, 2018.

 

Goodwill is tested annually, or more often if circumstances warrant, for impairment. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated, and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the consolidated financial statements. Goodwill totaled $7.6 million as of September 30, 2018.

 

Core deposit premiums are amortized over a seven-year period and are periodically evaluated, at least annually, as to the recoverability of their carrying value. Core deposit premiums of $2.0 were recorded during the third quarter of 2018 as part of the TPB acquisition.

 

The Company’s goodwill and other intangibles (carrying basis and accumulated amortization) as of September 30, 2018 were as follows:

 

    September 30, 2018  
   

(Dollars in Thousands)

 
Goodwill   $ 7,552  

Core deposit intangible:

       
Gross carrying amount     2,048  
Accumulated amortization     (43 )

Core deposit intangible, net

    2,005  

Total

  $ 9,557  

 

 

The Company’s estimated remaining amortization expense on intangibles as of September 30, 2018 is as follows:

 

    Amortization Expense  
   

(Dollars in Thousands)

 
Remainder of 2018   $ 128  

2019

    488  
2020     414  
2021     341  
2022     268  
2023     195  

2024

    122  

2025

    49  

Total

  $ 2,005  

 

 

28

 

 

 

8.

INVESTMENT IN LIMITED PARTNERSHIP

 

The Bank holds an investment in an affordable housing project for which it provides funding as a limited partner and has received tax credits related to its investment in the project based on its partnership share. The net assets of the partnership consist primarily of apartment complexes, and the primary liabilities consist of those associated with the operation of the partnership. The Company has determined that this investment requires consolidation as a variable interest entity under ASC Topic 810, Consolidation. The Company holds a 99.9% interest in the limited partnership. Assets recorded by the Company as a result of the consolidation were less than $0.1 million as of both September 30, 2018 and December 31, 2017.

 

 

9.

SHORT-TERM BORROWINGS

 

Short-term borrowings consist of federal funds purchased, securities sold under repurchase agreements, and short-term Federal Home Loan Bank (“FHLB”) advances with original maturities of one year or less. Short-term borrowings totaled $0.2 million and $15.6 million as of September 30, 2018 and December 31, 2017, respectively.

 

Federal funds purchased, which represent unsecured lines of credit that generally mature within one to four days, are available to the Bank through arrangements with correspondent banks and the Federal Reserve. As of both September 30, 2018 and December 31, 2017, there were no federal funds purchased outstanding. The Bank had $46.8 million and $18.8 million in available unused lines of credit with correspondent banks and the Federal Reserve as of September 30, 2018 and December 31, 2017, respectively.

 

Securities sold under repurchase agreements, which are secured borrowings, generally are reflected at the amount of cash received in connection with the transaction. The Bank may be required to provide additional collateral based on the fair value of the underlying securities. The Bank monitors the fair value of the underlying securities on a daily basis. Securities sold under repurchase agreements as of September 30, 2018 and December 31, 2017 totaled $0.2 million and $0.6 million, respectively.

 

Short-term FHLB advances are secured borrowings available to the Bank as an alternative funding source. As of September 30, 2018, the Bank did not have any outstanding FHLB advances with original maturities of less than one year. As of December 31, 2017, the Bank had $15.0 million in outstanding FHLB advances with original maturities of less than one year

 

 

10.

LONG-TERM DEBT

 

The Company uses FHLB advances as an alternative to funding sources with similar maturities, such as certificates of deposit or other deposit programs. These advances generally offer more attractive rates than other mid-term financing options. They are also flexible, allowing the Company to quickly obtain the necessary maturities and rates that best suit its overall asset/liability strategy. FHLB advances with an original maturity of more than one year are classified as long-term. The Company did not have any long-term FHLB advances outstanding as of September 30, 2018. The Company had long-term FHLB advances outstanding of $10.0 million as of December 31, 2017. 

 

Assets pledged (including loans and investment securities) associated with FHLB advances totaled $29.5 million and $26.0 million as of September 30, 2018 and December 31, 2017, respectively. As of September 30, 2018 and December 31, 2017, the Bank had $231.0 million and $159.3 million, respectively, in remaining credit from the FHLB (subject to available collateral).

 

 

11.

INCOME TAXES

 

The Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was enacted in December 2017. This legislation made significant changes in federal tax law, including a reduction in the corporate income tax rates, changes to net operating loss carryforwards and carrybacks, and a repeal of the corporate alternative minimum tax. The legislation reduced the U.S. corporate income tax rate to 21% beginning in 2018.

 

The Company’s provision for income taxes was $0.4 million for both of the nine-month periods ended September 30, 2018 and 2017. The Company’s effective tax rate was 29.8% and 23.0%, respectively, for the same periods. The effective tax rate is impacted by recurring permanent differences, such as those associated with bank-owned life insurance and tax-exempt investment and loan income. The increased effective tax rate for the nine months ended September 30, 2018 compared to the same period of 2017 resulted from the incurrence of acquisition-related expenses during the third quarter of 2018, a portion of which are non-deductible under IRS regulations. This resulted in approximately $0.2 million of additional tax expense during the third quarter of 2018.

 

The Company had a net deferred tax asset of $5.5 million and $5.6 million as of September 30, 2018 and December 31, 2017, respectively. The decrease in the net deferred tax asset resulted primarily from the impact of the core deposit intangible related to the acquisition of TPB that occurred during the third quarter of 2018.

 

29

 

 

 

12.

DEFERRED COMPENSATION PLANS

 

The Bank has entered into supplemental retirement compensation benefits agreements with certain directors and executive officers. The measurement of the liability under these agreements includes estimates involving life expectancy, length of time before retirement and the expected returns on the bank-owned life insurance policies used to fund those agreements. Should these estimates prove materially wrong, the cost of these agreements could change accordingly. The related deferred compensation obligation to these directors and executive officers included in other liabilities was $3.4 million and $3.5 million as of September 30, 2018 and December 31, 2017, respectively.

 

Non-employee directors may elect to defer payment of all or any portion of their Bancshares and Bank director fees under Bancshares’ Non-Employee Directors’ Deferred Compensation Plan (the “Deferral Plan”). The Deferral Plan permits non-employee directors to invest their directors’ fees and to receive the adjusted value of the deferred amounts in cash and/or shares of Bancshares’ common stock. Neither Bancshares nor the Bank makes any contribution to participants’ accounts under the Deferral Plan.  As of September 30, 2018 and December 31, 2017, a total of 112,567 and 103,620 shares of Bancshares common stock, respectively, were deferred in connection with the Deferral Plan. All deferred fees, whether in the form of cash or shares of Bancshares common stock, are reflected as compensation expense in the period earned. The Company classifies all deferred directors’ fees allocated to be paid in shares as equity surplus. The Company uses shares of treasury stock to satisfy these obligations when due.  

 

 

13.

STOCK AWARDS

 

In accordance with the Company’s 2013 Incentive Plan, stock awards, including stock options and restricted stock, have been granted to certain employees and non-employee directors. Shares of common stock available for distribution to satisfy the grants may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner. Stock-based compensation expense related to stock awards totaled $0.2 million for both of the nine-month periods ended September 30, 2018 and 2017.

 

Stock Options

 

Stock option awards have been granted with an exercise price equal to the market price of the Company’s common stock on the date of the grant and have vesting periods ranging from one to three years, with 10-year contractual terms. 

 

The Company recognizes the cost of services received in exchange for stock option awards based on the grant date fair value of the award, with compensation expense recognized on a straight-line basis over the award’s vesting period. The fair value of outstanding awards was determined using the Black-Scholes option pricing model based on the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Company’s common stock.

 

    2018     2017  
Risk-free interest rate     2.77 %     2.23 %
Expected term (in years)     7.5       7.5  
Expected stock price volatility     28.3 %     25.4 %
Dividend yield     1.50 %     1.50 %

 

The following table summarizes the Company's stock option activity for the periods presented:

 

   

Nine Months Ended

 
   

September 30, 2018

   

September 30, 2017

 
   

Number of

Shares

   

Average

Exercise

Price

   

Number of

Shares

   

Average

Exercise

Price

 

Options:

                               

Outstanding, beginning of period

    318,000     $ 9.43       272,550     $ 8.21  

Granted

    62,150       11.71       70,600       13.84  

Exercised

    500       8.12       19,316       8.15  

Expired

                       

Forfeited

    1,700       11.15       3,334       11.79  

Options outstanding, end of period

    377,950     $ 9.80       320,500     $ 9.42  

Options exercisable, end of period

    249,467     $ 8.72       208,633     $ 8.20  

 

The aggregate intrinsic value of stock options outstanding (calculated as the amount by which the market value of underlying stock exceeds the exercise price of the option) was approximately $0.7 million and $0.8 million as of September 30, 2018 and 2017, respectively.

 

Restricted Stock

 

During the nine months ended September 30, 2018 and 2017, respectively, Bancshares granted 10,520 shares and 7,533 shares of restricted stock under its 2013 Incentive Plan. The Company recognizes the cost of services received in exchange for restricted stock awards based on the grant date closing price of the stock, with compensation expense recognized on a straight-line basis over the award’s vesting period. 

 

30

 

 

 

14.

DERIVATIVE FINANCIAL INSTRUMENTS

 

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of certain balance sheet assets and liabilities. In the normal course of business, the Company also uses derivative financial instruments to add stability to interest income or expense and to manage its exposure to movements in interest rates. The Company does not use derivatives for trading or speculative purposes and only enters into transactions that have a qualifying hedging relationship. The Company's hedging strategies involving interest rate derivatives are classified as either Fair Value Hedges or Cash Flow Hedges, depending upon the rate characteristic of the hedged item.

 

Prior to the third quarter of 2018, the Bank held two forward interest rate swap contracts on variable-rate FHLB advances. The swaps were designated as derivative instruments in cash flow hedges with the objective of protecting the quarterly interest rate payments on the FHLB advances from the risk of variability of those payments resulting from changes in interest rates. During the third quarter of 2018, the Bank voluntarily settled both of these forward interest rate swap contracts with the counterparty and concurrently paid down the associated hedged variable-rate FHLB advances. Since the intended forecasted transactions (the variable interest rate payments associated with the FHLB advances) will no longer occur as previously expected, all amounts associated with the fair value of the derivative assets and net after-tax gains recorded in accumulated other comprehensive income were recognized as gains during the third quarter of 2018. The amounts recognized as gains totaled approximately $1.0 million on a pre-tax basis and $0.7 million on an after-tax basis.

 

 

15.

SEGMENT REPORTING

 

Under ASC Topic 280, Segment Reporting, certain information is disclosed for the two reportable operating segments of Bancshares: the Bank and ALC. The reportable segments were determined using the internal management reporting system. These segments comprise Bancshares’ and the Bank’s significant subsidiaries. The accounting policies for each segment are the same as those described in Note 2, “Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2017. The segment results include certain overhead allocations and intercompany transactions that were recorded at current market prices. All intercompany transactions have been eliminated to determine the consolidated balances. The results for the two reportable segments of the Company are included in the tables below:

 

31

 

 

                   

All

                 
   

Bank

   

ALC

   

Other

   

Eliminations

   

Consolidated

 
   

(Dollars in Thousands)

 

As of and for the three months ended September 30, 2018:

                                       

Net interest income

  $ 5,001     $ 3,322     $ 5     $     $ 8,328  

Provision for loan losses

    176       613                   789  

Total non-interest income

    1,850       268       630       (636 )     2,112  

Total non-interest expense

    6,508       2,384       455       (205 )     9,142  

Income before income taxes

    167       593       180       (431 )     509  

Provision for income taxes

    195       131       (57 )           269  

Net income

  $ (28 )   $ 462     $ 237     $ (431 )   $ 240  

Other significant items:

                                       

Total assets

  $ 805,007     $ 105,859     $ 84,362     $ (192,663 )   $ 802,595  

Total investment securities

    159,416             80             159,496  

Total loans, net

    509,695       103,106             (92,979 )     519,822  
Goodwill and core deposit intangible, net     9,557                         9,557  

Investment in subsidiaries

    5             77,242       (77,242 )     5  

Fixed asset additions

    195       97                   292  

Depreciation and amortization expense

    334       40                   374  

Total interest income from external customers

    4,916       4,536                   9,452  

Total interest income from affiliates

    1,212             5       (1,217 )      
                                         

For the nine months ended September 30, 2018:

                                       

Net interest income

  $ 13,362     $ 9,769     $ 13     $     $ 23,144  

Provision for loan losses

    215       1,934                   2,149  

Total non-interest income

    3,665       796       2,167       (2,244 )     4,384  

Total non-interest expense

    15,927       7,334       1,267       (593 )     23,935  

Income before income taxes

    885       1,297       913       (1,651 )     1,444  

Provision for income taxes

    325       283       (177 )           431  

Net income

  $ 560     $ 1,014     $ 1,090     $ (1,651 )   $ 1,013  

Other significant items:

                                       

Fixed asset additions

    500       153                   653  

Depreciation and amortization expense

    973       105                   1,078  

Total interest income from external customers

    12,736       13,225                   25,961  

Total interest income from affiliates

    3,455             13       (3,468 )      

 

 

32

 
                   

All

                 
   

Bank

   

ALC

   

Other

   

Eliminations

   

Consolidated

 
   

(Dollars in Thousands)

 

As of and for the three months ended September 30, 2017:

                                       

Net interest income

  $ 4,192     $ 2,940     $ 3     $     $ 7,135  

Provision (reduction in reserve) for loan losses

    (130 )     503                   373  

Total non-interest income

    1,005       219       954       (942

)

    1,236  

Total non-interest expense

    4,699       2,303       336       (148

)

    7,190  

Income before income taxes

    628       353       621       (794

)

    808  

Provision for income taxes

    48       202       (77

)

          173  

Net income

  $ 580     $ 151     $ 698     $ (794

)

  $ 635  

Other significant items:

                                       

Total assets

  $ 616,820     $ 92,942     $ 84,170     $ (179,333

)

  $ 614,599  

Total investment securities

    185,722             80             185,802  

Total loans, net

    329,327       89,326             (80,627

)

    338,026  

Investment in subsidiaries

    5             78,469       (78,469

)

    5  

Fixed asset additions

    818       13                   831  

Depreciation and amortization expense

    238       41                   279  

Total interest income from external customers

    3,596       4,224                   7,820  

Total interest income from affiliates

    1,284             3       (1,287

)

     
                                         

For the nine months ended September 30, 2017:

                                       

Net interest income

  $ 12,168     $ 8,933     $ 10     $     $ 21,111  

Provision (reduction in reserve) for loan losses

    (130 )     1,594                   1,464  

Total non-interest income

    2,647       700       2,451       (2,465

)

    3,333  

Total non-interest expense

    13,522       6,966       1,074       (472

)

    21,090  

Income before income taxes

    1,423       1,073       1,387       (1,993

)

    1,890  

Provision for income taxes

    249       458       (272

)

          435  

Net income

  $ 1,174     $ 615     $ 1,659     $ (1,993

)

  $ 1,455  

Other significant items:

                                       

Fixed asset additions

    8,578       103                   8,681  

Depreciation and amortization expense

    657       124                   781  

Total interest income from external customers

    10,493       12,520                   23,013  

Total interest income from affiliates

    3,587             9       (3,596

)

     

 

 

33

 

 

 

16.

GUARANTEES, COMMITMENTS AND CONTINGENCIES

 

The Bank’s exposure to credit loss in the event of nonperformance by the other party for commitments to make loans and standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making these commitments as it does for on-balance sheet instruments. For interest rate swap transactions and commitments to purchase or sell securities for forward delivery, the contract or notional amounts do not represent exposure to credit loss. The Bank controls the credit risk of these derivative instruments through credit approvals, limits and monitoring procedures. Certain derivative contracts have credit risk for the carrying value plus the amount to replace such contracts in the event of counterparty default. All of the Bank’s financial instruments are held for risk management and not for trading purposes. During the nine-month periods ended September 30, 2018 and 2017, there were no credit losses associated with derivative contracts.

 

In the normal course of business, there are outstanding commitments and contingent liabilities, such as commitments to extend credit, letters of credit and others, that are not included in the consolidated financial statements. The financial instruments involve, to varying degrees, elements of credit and interest rate risk in excess of amounts recognized in the financial statements. A summary of these commitments and contingent liabilities is presented below:

 

   

September 30,

2018

   

December 31,

2017

 
   

(Dollars in Thousands)

 

Standby letters of credit

  $ 916     $ 180  

Commitments to extend credit

  $ 72,232     $ 55,801  

 

Standby letters of credit are contingent commitments issued by the Bank generally to guarantee the performance of a customer to a third party. The Bank has recourse against the customer for any amount that it is required to pay to a third party under a standby letter of credit. Revenues are recognized over the lives of the standby letters of credit. As of September 30, 2018 and December 31, 2017, the potential amount of future payments that the Bank could be required to make under its standby letters of credit, which represent the Bank’s total credit risk in this category, is included in the table above.

 

A commitment to extend credit is an agreement to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon the extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties.

 

Commitments to purchase securities for delayed delivery require the Bank to purchase a specified security at a specified price for delivery on a specified date. Similarly, commitments to sell securities for delayed delivery require the Bank to sell a specified security at a specified price for delivery on a specified date. Market risk arises from potential movements in security values and interest rates between the commitment and delivery dates. As of both September 30, 2018 and December 31, 2017, there were no outstanding commitments to purchase securities for delayed delivery and no outstanding commitments to sell securities for delayed delivery.

 

The Company is self-insured for a significant portion of employee health benefits. However, the Company maintains stop-loss coverage with third-party insurers to limit the Company’s individual claim and total exposure related to self-insurance. The Company estimates the accrued liability for the ultimate costs to close known claims, as well as claims incurred but not yet reported, as of the balance sheet date. The Company’s recorded estimated liability for self-insurance is based on the insurance companies’ incurred loss estimates and management’s judgment, including assumptions and factors related to the frequency and severity of claims, the Company’s claims development history and the Company’s claims settlement practices. The assessment of loss contingencies and self-insurance reserves is a highly subjective process that requires judgments about future events. Contingencies are reviewed at least quarterly to determine the adequacy of self-insurance accruals. Self-insurance accruals totaled $0.2 million as of both September 30, 2018 and December 31, 2017. The ultimate settlement of loss contingencies and self-insurance reserves may differ significantly from amounts accrued in the Company’s consolidated financial statements.

 

During the third quarter of 2018, the Bank entered into an agreement with a third party to lease all unused remaining office space at the Bank’s Birmingham, Alabama location (known as “Pump House Plaza”). Under the terms of the lease, the Bank agreed to pay for a one-time build-out of the tenant space, subject to a maximum amount. The total cost to the Bank under the agreement is estimated to be approximately $2.8 million. Depreciation of the costs will commence upon the effective date of the lease, which is scheduled for the fourth quarter of 2018.

 

As of September 30, 2018, the aggregate purchase price associated with the acquisition of TPB remained subject to adjustment contingent on determination of TPB’s final net book value as of the date of closing in accordance with the transaction agreement. An accrual of approximately $1.4 million was recorded as of September 30, 2018 representing the Bank’s estimate of additional cash to be paid related to the final settlement. Subsequent to September 30, 2018, the majority of contingencies associated with the amount were resolved and an amount approximating the amount that was accrued as of September 30, 2018 was paid in cash by the Bank to the selling parties under the transaction agreement.   

Litigation

The Company is party to certain ordinary course litigation from time to time, and the Company intends to vigorously defend itself in all such litigation. In the opinion of the Company, based on review and consultation with legal counsel, the outcome of such ordinary course litigation should not have a material adverse effect on the Company’s consolidated financial statements or results of operations.

 

34

 

 

 

17.

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company follows the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The assumptions used in the estimation of the fair value of the Company’s financial instruments are detailed below. The following disclosures should not be considered a surrogate of the liquidation value of the Company, but rather represent a good-faith estimate of the increase or decrease in value of financial instruments held by the Company since purchase, origination or issuance.

 

Fair Value Hierarchy

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. In determining fair value, the Company uses various methods, including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

 

 

Level 1 — Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange or Nasdaq. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

 

 

Level 2 — Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.

 

 

Level 3 — Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

 

The Company rarely transfers assets and liabilities measured at fair value between Level 1 and Level 2 measurements. Trading account assets and securities available-for-sale may be periodically transferred to or from Level 3 valuation based on management’s conclusion regarding the best method of pricing for an individual security. Such transfers are accounted for as if they occurred at the beginning of a reporting period. There were no such transfers during the nine months ended September 30, 2018 or the year ended December 31, 2017.

 

Fair Value Measurements on a Recurring Basis

 

Securities Available-for-Sale

 

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include exchange-traded equities. Level 2 securities include U.S. Treasury and agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset-backed and other securities. Level 2 fair values are obtained from quoted prices of securities with similar characteristics. In certain cases, where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

 

Interest Rate Derivative Agreements

 

Interest rate derivative agreements are used by the Company to mitigate risk associated with changes in interest rates. The fair value of these agreements is based on information obtained from third-party financial institutions. This information is periodically evaluated by the Company and, as necessary, corroborated against other third-party valuations. The Company classifies these derivative assets within Level 2 of the valuation hierarchy.

 

35

 

 

The following table presents assets measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017. There were no liabilities measured at fair value on a recurring basis for either period presented.

 

   

Fair Value Measurements as of September 30, 2018 Using

 
   

Totals

At

September 30,

2018

   

Quoted

Prices in

Active

Markets For

Identical

Assets

(Level 1)

   

Significant

Other

Observable

Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

 
   

(Dollars in Thousands)

 

Investment securities, available-for-sale

                               

Mortgage-backed securities:

                               

Residential

  $ 74,311     $     $ 74,311     $  

Commercial

    57,716             57,716        

Obligations of states and political subdivisions

    5,151             5,151        
U.S. Treasury securities     80             80        

 

   

Fair Value Measurements as of December 31, 2017 Using

 
   

Totals

At

December 31,

2017

   

Quoted

Prices in

Active

Markets For

Identical

Assets

(Level 1)

   

Significant

Other

Observable

Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

 
   

(Dollars in Thousands)

 

Investment securities, available-for-sale

                               

Mortgage-backed securities:

                               

Residential

  $ 82,786     $     $ 82,786     $  

Commercial

    66,074             66,074        

Obligations of states and political subdivisions

    4,931             4,931        

U.S. Treasury securities

    80             80        

Other assets - derivatives

    443             443        

 

Fair Value Measurements on a Non-recurring Basis

 

Impaired Loans

 

Loans that are considered impaired are loans for which, based on current information and events, it is probable that the Company will be unable to collect all principal and interest payments due under the contractual terms of the loan agreement. Impaired loans can be measured based on the present value of expected payments using the loan’s original effective rate as the discount rate, the loan’s observable market price, or the fair value of the collateral less estimated selling cost if the loan is collateral-dependent. For the Company, the fair value of impaired loans is primarily measured based on the value of the collateral securing the loans (typically real estate). The Company determines the fair value of the collateral based on independent appraisals performed by qualified licensed appraisers. The appraisals may include a single valuation approach or a combination of approaches, including comparable sales and income approaches. Appraised values are discounted for estimated costs to sell and may be discounted further based on management’s knowledge of the collateral, changes in market conditions since the most recent appraisal and/or management’s knowledge of the borrower and the borrower’s business. Such discounts by management are subjective and are typically significant unobservable inputs for determining fair value. Impaired loans are evaluated by management for additional impairment at least quarterly and are adjusted accordingly.

 

36

 

 

OREO

 

OREO consists of properties obtained through foreclosure or in satisfaction of loans and is recorded at net realizable value, less estimated cost to sell. Estimates of fair value are generally based on third-party appraisals of the property and are classified within Level 3 of the fair value hierarchy. The appraisals are sometimes discounted based on management’s knowledge of the property and/or changes in market conditions from the date of the most recent appraisal. Such discounts are typically significant unobservable inputs for determining fair value.

Assets Held-for-Sale

Included within other assets are certain assets that were formerly included as premises and equipment but have been removed from service, and as of the balance sheet date, were designated as assets to be disposed of by sale. These include assets associated with branches of the Bank that have been closed. When an asset is designated as held-for-sale, the Company ceases depreciation of the asset, and the asset is recorded at the lower of its carrying amount or fair value less estimated cost to sell. Estimates of fair value are generally based on third-party appraisals of the property and are classified within Level 3 of the fair value hierarchy. The appraisals are sometimes discounted based on management’s knowledge of the property and/or changes in market conditions from the date of the most recent appraisal. Such discounts are typically unobservable inputs for determining fair value.

 

The following table presents the balances of impaired loans, OREO and assets held-for-sale measured at fair value on a non-recurring basis as of September 30, 2018 and December 31, 2017:

 

   

Fair Value Measurements as of September 30, 2018 Using

 
   

Totals

At

September 30,

2018

   

Quoted

Prices in

Active

Markets For

Identical

Assets

(Level 1)

   

Significant

Other

Observable

Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

 
   

(Dollars in Thousands)

 

Impaired loans

  $ 3,080     $     $     $ 3,080  
OREO     1,489                   1,489  

Assets held-for-sale

    198                   198  

 

The impaired loans amounts above include purchased credit impaired loans. As of September 30, 2018, purchased credit impaired loans comprised $2.2 million of impaired loans.

 

   

Fair Value Measurements as of December 31, 2017 Using

 
   

Totals

At

December 31,

2017

   

Quoted

Prices in

Active

Markets For Identical

Assets

(Level 1)

   

Significant

Other

Observable

Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

 
   

(Dollars in Thousands)

 

Impaired loans

  $ 694     $     $     $ 694  
OREO     3,792                   3,792  

Assets held-for-sale

    228                   228  

 

37

 

 

Non-recurring Fair Value Measurements Using Significant Unobservable Inputs

 

The following table presents information regarding assets and liabilities measured at fair value using significant unobservable inputs (Level 3) as of September 30, 2018. The table includes the valuation techniques and the significant unobservable inputs utilized. The range of each unobservable input and the weighted average within the range utilized as of September 30, 2018 are both included. Following the table is a description of the valuation technique and the sensitivity of the technique to changes in the significant unobservable input.

 

   

Level 3 Significant Unobservable Input Assumptions

 
   

Fair Value As Of

September 30,

2018

 

Valuation Technique

 

Unobservable Input

 

Quantitative Range

of Unobservable

Inputs

(Weighted

Average)

 
   

(Dollars in Thousands)

 

Non-recurring fair value measurements:

                         
                           

Impaired loans

  $ 3,080  

Multiple data points, including discount to appraised value of collateral based on recent market activity

 

Appraisal comparability adjustment (discount)

  9% - 10% (9.5%)  
                           
OREO   $ 1,489   Discount to appraised value of property based on recent market activity for sales of similar properties   Appraisal comparability adjustment (discount)   9% - 10% (9.5%)  
                           

Assets held-for-sale

  $ 198  

Discount to appraised value of property based on recent market activity for sales of similar properties

 

Appraisal comparability adjustment (discount)

  9% - 10% (9.5%)  

 

The impaired loans amounts above include purchased credit impaired loans. As of September 30, 2018, purchased credit impaired loans comprised $2.2 million of impaired loans.

 

Impaired Loans

 

Impaired loans are valued based on multiple data points indicating the fair value for each loan. The primary data point is the appraisal value of the underlying collateral, to which a discount is applied. Management establishes this discount or comparability adjustment based on recent sales of similar property types. As liquidity in the market increases or decreases, the comparability adjustment and the resulting asset valuation are impacted.

 

OREO

 

OREO under a binding contract for sale is valued based on contract price. If no sale contract is pending for a specific property, management establishes a comparability adjustment to the appraised value based on historical activity, considering proceeds for properties sold versus the corresponding appraised value. Increases or decreases in realization for properties sold impact the comparability adjustment for similar assets remaining on the balance sheet.

 

Assets Held-for-Sale

 

Assets designated as held-for-sale that are under a binding contract are valued based on the contract price. If no sale contract is pending for a specific property, management establishes a comparability adjustment to the appraised value based on historical activity, considering proceeds for properties sold versus the corresponding appraised value. Increases or decreases in realization for properties sold impact the comparability adjustment for similar assets remaining on the balance sheet.

 

Fair Value of Financial Instruments

 

ASC Topic 825, Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized on the face of the balance sheet, for which it is practicable to estimate that value. The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:

 

Cash, due from banks and federal funds sold: The carrying amount of cash, due from banks and federal funds sold approximates fair value.

 

Federal Home Loan Bank stock: Based on the redemption provision of the FHLB, the stock has no quoted market value and is carried at cost.

 

Investment securities: Fair values of investment securities are based on quoted market prices where available. If quoted market prices are not available, estimated fair values are based on market prices of comparable instruments.

 

Derivative instruments: The fair value of derivative instruments is based on information obtained from a third-party financial institution. This information is periodically evaluated by the Company and, as necessary, corroborated against other third-party information.

 

Accrued interest receivable and payable: The carrying amount of accrued interest approximates fair value.

 

38

 

 

Loans, net: For variable-rate loans, fair values are based on carrying values. Fixed-rate commercial loans, other installment loans and certain real estate mortgage loans are valued using discounted cash flows. The discount rate used to determine the present value of these loans is based on interest rates charged by the Company on comparable loans as to credit risk and term at the determination date.

 

Demand and savings deposits: The fair values of demand deposits are equal to the carrying value of such deposits. Demand deposits include non-interest-bearing demand deposits, savings accounts, NOW accounts and money market demand accounts.

 

Time deposits: The fair values of relatively short-term time deposits are equal to their carrying values. Discounted cash flows are used to value long-term time deposits. The discount rate used is based on interest rates currently being offered by the Company on comparable deposits as to amount and term.

 

Short-term borrowings: These borrowings may consist of federal funds purchased, securities sold under agreements to repurchase and the floating rate borrowings from the FHLB account. Due to the short-term nature of these borrowings, fair values approximate carrying values.

 

Long-term debt: The fair value of this debt is estimated using discounted cash flows based on the Company’s current incremental borrowing rate for similar types of borrowing arrangements as of the determination date.

 

Off-balance sheet instruments: The carrying amount of commitments to extend credit and standby letters of credit approximates fair value. The carrying amount of the off-balance sheet financial instruments is based on fees currently charged to enter into such agreements.

 

The estimated fair value and related carrying or notional amounts, as well as the level within the fair value hierarchy, of the Company’s financial instruments as of September 30, 2018 and December 31, 2017 were as follows:

 

   

September 30, 2018

 
   

Carrying

Amount

   

Estimated

Fair Value

   

Level 1

   

Level 2

   

Level 3

 
   

(Dollars in Thousands)

 

Assets:

                                       

Cash and cash equivalents

  $ 50,083     $ 50,083     $ 50,083     $     $  

Investment securities available-for-sale

    137,258       137,258             137,258        

Investment securities held-to-maturity

    22,238       21,479             21,479        
Federal funds sold     8,561       8,561             8,561        

Federal Home Loan Bank stock

    703       703                   703  

Loans, net of allowance for loan losses

    519,822       511,417                   511,417  

Liabilities:

                                       

Deposits

    715,761       712,914             712,914        

Short-term borrowings

    192       192             192        

 

 

   

December 31, 2017

 
   

Carrying

Amount

   

Estimated

Fair Value

   

Level 1

   

Level 2

   

Level 3

 
   

(Dollars in Thousands)

 

Assets:

                                       

Cash and cash equivalents

  $ 27,124     $ 27,124     $ 27,124     $     $  

Investment securities available-for-sale

    153,871       153,871             153,871        

Investment securities held-to-maturity

    26,279       25,949             25,949        
Federal funds sold     15,000       15,000             15,000        

Federal Home Loan Bank stock

    1,609       1,609                   1,609  

Loans, net of allowance for loan losses

    346,121       342,248                   342,248  

Other assets – derivatives

    443       443             443        

Liabilities:

                                       

Deposits

    517,079       515,645             515,645        

Short-term borrowings

    15,594       15,594             15,594        

Long-term debt

    10,000       9,998             9,998        

 

39

 

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

DESCRIPTION OF THE BUSINESS

 

First US Bancshares, Inc., a Delaware corporation (“Bancshares”), is a bank holding company with its principal offices in Birmingham, Alabama. Bancshares operates one commercial banking subsidiary, First US Bank (the “Bank”). As of September 30, 2018, the Bank operated and served its customers through 20 banking offices located in Birmingham, Bucksville, Butler, Calera, Centreville, Columbiana, Gilbertown, Grove Hill, Harpersville, Jackson, Thomasville, Tuscaloosa and Woodstock, Alabama; Knoxville and Powell, Tennessee; and Rose Hill and Ewing, Virginia.

 

The Bank owns all of the stock of Acceptance Loan Company, Inc., an Alabama corporation (“ALC”). ALC is a finance company organized for the purpose of making and purchasing consumer loans. ALC’s principal office is located in Mobile, Alabama. The Bank is the funding source for ALC. As of September 30, 2018, in addition to its principal office, ALC operated twenty-one offices located in Alabama and southeast Mississippi. In addition, ALC conducted indirect lending operations through retailers in 10 states. 

 

The Bank provides a wide range of commercial banking services to small- and medium-sized businesses, property managers, business executives, professionals and other individuals, while ALC’s business is focused on consumer lending.

 

FUSB Reinsurance, Inc., an Arizona corporation and a wholly owned subsidiary of the Bank (“FUSB Reinsurance”), reinsures or “underwrites” credit life and credit accident and health insurance policies sold to the Bank’s and ALC’s consumer loan customers. FUSB Reinsurance is responsible for the first level of risk on these policies up to a specified maximum amount, and a third-party insurer retains the remaining risk. The third-party insurer is also responsible for performing most of the administrative functions of FUSB Reinsurance on a contract basis.

 

Delivery of the best possible financial services to customers remains an overall operational focus of Bancshares and its subsidiaries (collectively, the “Company”). The Company recognizes that attention to detail and responsiveness to customers’ desires are critical to customer satisfaction. The Company continues to upgrade technology, both in its financial services and in the training of its 271 full-time equivalent employees (as of September 30, 2018), to ensure customer satisfaction and convenience.

 

The preparation of the Company’s consolidated financial statements requires management to make subjective judgments associated with estimates. These estimates are necessary to comply with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and general banking practices. These estimates include accounting for the allowance for loan losses, other real estate owned, valuation of deferred tax assets and fair value measurements. A description of these estimates, which significantly affect the determination of the Company’s consolidated financial position, results of operations and cash flows, is set forth in Note 2, “Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in Bancshares’ Annual Report on Form 10-K as of and for the year ended December 31, 2017.

 

The emphasis of this discussion is a comparison of assets, liabilities and shareholders’ equity as of September 30, 2018 to December 31, 2017, while comparing income and expense for the nine-month periods ended September 30, 2018 and 2017.

 

All yields and ratios presented and discussed herein are recorded and presented on the accrual basis and not on the tax-equivalent basis, unless otherwise indicated.

 

This information should be read in conjunction with the Company’s unaudited consolidated financial statements and related notes appearing elsewhere in this report and Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in Bancshares’ Annual Report on Form 10-K as of and for the year ended December 31, 2017. As used in the following discussion, the words “we,” “us,” “our” and the “Company” refer to Bancshares and its consolidated subsidiaries, unless the context indicates otherwise.

 

EXECUTIVE OVERVIEW

 

The Company earned net income of $0.2 million, or $0.03 per diluted common share, during the three-months ended September 30, 2018, compared to $0.6 million, or $0.10 per diluted common share, for the three months ended September 30, 2017. For the nine months ended September 30, 2018, net income totaled $1.0 million, or $0.15 per diluted common share, compared to $1.5 million, or $0.22 per diluted common share, for the corresponding nine-month period of 2017. 

 

Summarized condensed consolidated statements of operations are included below for the three- and nine-month periods ended September 30, 2018 and 2017, respectively.

 

   

Three Months Ended

    Nine Months Ended  
   

September 30,

   

September 30,

    September 30,     September 30,  
   

2018

   

2017

    2018     2017  
   

(Dollars in Thousands)

 

Interest income

  $ 9,452     $ 7,820     $ 25,961     $ 23,013  

Interest expense

    1,124       685       2,817       1,902  

Net interest income

    8,328       7,135       23,144       21,111  

Provision for loan and lease losses

    789       373       2,149       1,464  

Net interest income after provision for loan and lease losses

    7,539       6,762       20,995       19,647  

Non-interest income

    2,112       1,236       4,384       3,333  

Non-interest expense

    9,142       7,190       23,935       21,090  

Income before income taxes

    509       808       1,444       1,890  

Provision for income taxes

    269       173       431       435  

Net income

  $ 240     $ 635     $ 1,013     $ 1,455  

 

40

 

 

Acquisition and Merger of The Peoples Bank

 

Both third quarter and year-to-date 2018 earnings were significantly impacted by the Company’s acquisition of The Peoples Bank (“TPB”) and merger of TPB into the Bank which was completed on August 31, 2018. As of the acquisition date, TPB’s assets totaled $166.5 million, consisting primarily of pre-discounted gross loans totaling $156.8 million. Total deposits assumed in the transaction were $140.0 million.  In accordance with the acquisition method of accounting, preliminary purchase accounting entries were recorded as of the acquisition date to adjust the assets and liabilities to estimated fair value, resulting in goodwill of approximately $7.6 million. 

 

During the three- and nine-months ended September 30, 2018, approximately $1.5 million in non-recurring acquisition-related expenses were recorded by the Company. These expenses included approximately $0.7 million associated with the early termination of TPB’s contractual obligations with its core processing provider.  Other acquisition-related expenses included legal, professional, employee benefit and other data processing expenses.    

 

Other Significant Impacts on Earnings

 

The following discussion summarizes the most significant activity that drove changes in the Company’s net income during the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017. 

 

Net Interest Income

Net interest income increased by $2.0 million, or 9.6% (annualized), primarily due to increases in average loans outstanding. Average loans increased by $49.7 million. Organic loan growth (independent of growth resulting from the TPB acquisition) totaled $18.6 million, or 7.2% (annualized). Net interest income attributable to loans acquired from TPB during the period totaled $0.7 million, including accretion of the fair value discount on purchased loans and premium on time deposits which totaled $0.1 million during the period. Net yield on interest earning assets improved to 5.27% for the nine months ended September 30, 2018, compared to 5.08% during the corresponding period of 2017.

 

Provision for Loan and Lease Losses

The provision for loan and lease losses increased by $0.7 million, or 6.2% (annualized), a significant portion of which was associated with ALC’s indirect point-of-sales consumer lending portfolio. In general, ALC’s consumer loans require higher levels of loss provisioning than the Bank’s commercial loans. However, point-of-sale indirect lending has resulted in loans that are generally of higher credit quality than ALC’s traditional direct consumer lending portfolio. Accordingly, losses in this portfolio have historically been lower than the direct consumer portfolio.

 

Non-interest Income 

Non-interest income increased by $1.1 million due primarily to the settlement during the third quarter of 2018 of two forward interest rate swap contracts that netted a pre-tax gain of approximately $1.0 million. In addition, the Bank earned fees from secondary mortgage activities that were $0.2 million higher than fees earned during the nine months ended September 30, 2017, the first year of operation of the Bank’s mortgage division. These increases were partially offset by a reduction in gains on sales and prepayments of investment securities totaling $0.1 million.

 

Non-interest Expense 

Non-interest expense increased by $2.8 million due in part to expenses associated with the acquisition of TPB totaling $1.5 million during the nine months ended September 30, 2018. In addition, salaries and employee benefits expenses increased by $0.7 million and net building and occupancy expense increased by $0.5 million. The increase in salaries and benefits resulted from merit and cost of living salary increases for the Company’s employees during the nine months ended September 30, 2018, combined with additional expenses subsequent to the acquisition of TPB related to the assumption of salaries and benefits for employees of TPB. The increase in building and occupancy expense was associated with the Bank’s Pump House Plaza office complex in Birmingham, Alabama, which became operational during the third quarter of 2017 and now serves as the headquarters of both the Company and the Bank. During the third quarter of 2018, the Bank entered into an agreement to lease all unused remaining leasable space in Pump House Plaza. The lease, which is scheduled to commence during the fourth quarter of 2018, is expected to generate in excess of $0.7 million of lease revenue annually and is expected to offset the Bank’s building and occupancy-related expenses associated with the facility. Under the terms of the lease, the Bank agreed to pay for a one-time build-out of the tenant-occupied space, subject to a maximum amount. The Bank’s total capital expenditure under the agreement is estimated to be approximately $2.8 million.

 

Provision for Income Taxes

The Company’s effective tax rate increased to 29.8% during the nine months ended September 30, 2018, compared to 23.0% during the corresponding period of 2017. The increased effective tax rate resulted from the incurrence of acquisition-related expenses during the nine months ended September 30, 2018, a portion of which are not expected to be deductible on the Company’s 2018 tax return under IRS regulations. This resulted in approximately $0.2 million of additional estimated tax expense during the nine months ended September 30, 2018.

 

41

 

 

Balance Sheet Management

 

As of September 30, 2018, the Company’s assets totaled $802.6 million, compared to $625.6 million as of December 31, 2017, an increase of 28.3%. The increase resulted primarily from the acquisition of TPB. The discussion below summarizes significant balance sheet components comparing September 30, 2018 to December 31, 2017.

 

Loans and Credit Quality 

Net loans increased to $519.8 million as of September 30, 2018, compared to $346.1 million as of December 31, 2017. The majority of the increase was due to the acquisition of TPB, supplemented by annualized organic loan growth of 7.2%, as mentioned previously. As a result of the loan growth, the Company’s ratio of net loans to deposits was 72.6% as of September 30, 2018, compared to 66.9% as of December 31, 2017, while net loans to assets totaled 64.8% and 55.3% as of September 30, 2018 and December 31, 2017, respectively. Management remains focused on quality loan growth and believes that these levels continue to provide ample opportunity to expand the loan portfolio.

 

As of September 30, 2018, the allowance for loan and lease losses totaled $5.1 million, or 0.97% of gross loans outstanding, representing a decrease from 1.36% as of December 31, 2017. In accordance with generally accepted accounting principles for acquisition accounting, the loans acquired through the acquisition of TPB were recorded at fair value. Accordingly, there was no allowance for loan or lease losses associated with the acquired loan portfolio at the acquisition date. Management continues to evaluate the need for an allowance on the acquired portfolio, factoring in the remaining net discount on the loans, which totaled $2.3 million, or 1.51% of gross purchased loans, as of September 30, 2018. Management believes that the allowance for loan and lease losses as of September 30, 2018 is sufficient to provide for losses in the existing portfolio.

 

Non-performing assets, including loans in non-accrual status and other real estate owned (OREO), totaled $5.3 million, or 0.66% of total assets, as of September 30, 2018, compared to $5.9 million, or 0.95% of total assets, as of December 31, 2017. The decrease was largely driven by continued resolution of OREO properties. OREO decreased to $1.5 million as of September 30, 2018, compared to $3.8 million as of December 31, 2017. The reduction in OREO was partially offset by an increase in non-accrual loans resulting from the acquisition of TPB. Non-accrual loans totaled $3.8 million as of September 30, 2018, compared to $2.1 million as of December 31, 2017.

 

Investment Securities

The investment securities portfolio continues to provide the Company with additional liquidity and allows management to fund a portion of loan growth from the maturity and payoff of securities within the portfolio. During the first nine months of 2018, in preparation for the acquisition of TPB, as well as to support the funding or organic loan growth, management generally re-deployed maturing securities into other interest-earning assets, including cash utilized in the acquisition of TPB. As of September 30, 2018, the investment securities portfolio totaled $159.5 million, compared to $180.1 million as of December 31, 2017. Management monitors its liquidity position, including forecasted expectations related to loan growth, when making determinations about whether to re-invest in the securities portfolio. 

 

Deposits and Borrowings

Deposits totaled $715.8 million as of September 30, 2018, compared to $517.1 million as of December 31, 2017, an increase of $198.7 million. Of this amount, $140.0 million was attributable to deposits acquired from TPB as part of the acquisition. In addition, deposits at TPB increased by approximately $10.0 million subsequent to the acquisition in connection with amounts deposited by the transaction sellers.  Independent of deposits at TPB, deposits at the Bank increased by approximately $27.6 million during the nine months ended September 30, 2018. The majority of this growth occurred at the Bank’s Pump House Plaza branch which opened in Birmingham in the third quarter of 2017. In addition, the Bank increased its holdings of wholesale brokered deposits by approximately $21.1 million during the nine months ended September 30, 2018, primarily as a replacement of $20 million in FHLB borrowings that were paid off during the period. 

 

Liquidity and Capital

The Company continues to maintain excess funding capacity to provide adequate liquidity for loan growth, capital expenditures and ongoing operations. The Company benefits from a strong deposit base, a liquid investment securities portfolio and access to funding from a variety of sources, including federal funds lines, FHLB advances and brokered deposits. Management believes that continued success in loan growth efforts at both the Bank and ALC, combined with continued adherence to established credit underwriting standards, will strengthen both the diversity and credit quality of the Company’s loan portfolio, while improving interest and fee income on loans.

 

As a result of the acquisition of TPB, the Company has leveraged its equity capital to levels that management believes will facilitate the achievement of stronger returns on equity in the future. As of September 30, 2018, the Bank’s common equity Tier 1 capital and Tier 1 risk-based capital ratios were each 12.28%. Its total capital ratio was 13.20% and Tier 1 leverage ratio was 8.78%.  Although these ratios are lower than those reported in previous quarters, they continue to be at higher levels than the ratios required to be considered a “well-capitalized” bank under applicable banking regulations.

 

42

 

 

RESULTS OF OPERATIONS

 

Net Interest Income

 

Net interest income is calculated as the difference between interest and fee income generated from earning assets and the interest expense paid on deposits and borrowed funds. Fluctuations in interest rates, as well as volume and mix changes in earning assets and interest-bearing liabilities, can materially impact net interest income. The Company’s earning assets consist of loans at both the Bank and ALC, as well as taxable and nontaxable investments and federal funds sold by the Bank. Interest-bearing liabilities consist of interest-bearing demand deposits and savings and time deposits, as well as short-term borrowings and long-term debt.

 

The following tables show the average balances of each principal category of assets, liabilities and shareholders’ equity for the three- and nine-month periods ended September 30, 2018 and 2017. Additionally, the tables provide an analysis of interest revenue or expense associated with each category, along with the accompanying yield or rate percentage. Net yield is calculated for each period presented as net interest income divided by average total interest-earning assets.

 

   

Three Months Ended

   

Three Months Ended

 
   

September 30, 2018

   

September 30, 2017

 
   

Average

Balance

   

Interest

   

Annualized

Yield/

Rate %

   

Average

Balance

   

Interest

   

Annualized

Yield/

Rate %

 
   

(Dollars in Thousands)

 

ASSETS

 

Interest-earning assets:

                                               

Loans – Bank (Note A)

  $ 315,278     $ 3,859       4.86

%

  $ 240,006     $ 2,578       4.26

%

Loans – ALC (Note A)

    104,447       4,536       17.23

%

    91,193       4,224       18.38

%

Taxable investment securities

    161,560       814       2.00

%

    187,670       857       1.81

%

Non-taxable investment securities

    2,217       16       2.86

%

    8,225       75       3.62

%

Federal funds sold     15,102       79       2.08 %                 %
Interest-bearing deposits in banks     30,236       148       1.94 %     27,249       86       1.25 %

Total interest-earning assets

    628,840       9,452       5.96

%

    554,343       7,820       5.60

%

Non-interest-earning assets:

                                               

Other assets

    61,923                       58,786                  

Total

  $ 690,763                     $ 613,129                  

LIABILITIES AND SHAREHOLDERS’ EQUITY

                                               

Interest-bearing liabilities:

                                               

Demand deposits

  $ 156,142     $ 181       0.46

%

  $ 164,852     $ 161       0.39

%

Savings deposits

    134,673       277       0.82

%

    82,201       53       0.26

%

Time deposits

    217,288       662       1.21

%

    182,405       403       0.88

%

Borrowings

    5,888       4       0.27

%

    20,099       68       1.34

%

Total interest-bearing liabilities

    513,991       1,124       0.87

%

    449,557       685       0.60

%

Non-interest-bearing liabilities:

                                               

Demand deposits

    92,841                       77,723                  

Other liabilities

    7,628                       7,282                  

Shareholders’ equity

    76,303                       78,567                  

Total

  $ 690,763                     $ 613,129                  

Net interest income (Note B)

          $ 8,328                     $ 7,135          

Net yield on interest-earning assets

                    5.25

%

                    5.11

%

 

 

Note A

 

 

For the purpose of these computations, non-accruing loans are included in the average loan amounts outstanding. At the Bank, these loans averaged $1.1 million and $0.3 million for the three months ended September 30, 2018 and 2017, respectively. At ALC, these loans averaged $1.2 million and $1.6 million for the respective periods presented.

     

Note B

Loan fees are included in the interest amounts presented. At the Bank, loan fees totaled $0.1 million for both of the three-month periods ended September 30, 2018 and 2017. At ALC, loan fees totaled $0.4 million and $0.5 million for the respective periods presented.

 

 

43

 
   

Nine Months Ended

   

Nine Months Ended

 
   

September 30, 2018

   

September 30, 2017

 
   

Average

Balance

   

Interest

   

Annualized

Yield/

Rate %

   

Average

Balance

   

Interest

   

Annualized

Yield/

Rate %

 
   

(Dollars in Thousands)

 

ASSETS

 

Interest-earning assets:

                                               

Loans – Bank (Note A)

  $ 277,839     $ 9,590       4.61

%

  $ 238,428     $ 7,408       4.15

%

Loans – ALC (Note A)

    99,222       13,225       17.82

%

    88,918       12,520       18.83

%

Taxable investment securities

    170,671       2,548       2.00

%

    196,200       2,659       1.81

%

Non-taxable investment securities

    4,426       116       3.50

%

    8,989       245       3.64

%

Federal funds sold     9,838       144       1.96 %                 %

Interest-bearing deposits in banks

    25,074       338       1.80

%

    22,705       181       1.07

%

Total interest-earning assets

    587,070       25,961       5.91

%

    555,240       23,013       5.54

%

Non-interest-earning assets:

                                               

Other assets

    59,550                       56,012                  

Total

  $ 646,620                     $ 611,252                  

LIABILITIES AND SHAREHOLDERS’ EQUITY

                                               

Interest-bearing liabilities:

                                               

Demand deposits

  $ 160,094     $ 520       0.43

%

  $ 162,920     $ 465       0.38

%

Savings deposits

    107,444       488       0.61

%

    80,364       132       0.22

%

Time deposits

    192,750       1,611       1.12

%

    183,242       1,116       0.81

%

Borrowings

    16,895       198       1.57

%

    21,596       189       1.17

%

Total interest-bearing liabilities

    477,183       2,817       0.79

%

    448,122       1,902       0.57

%

Non-interest-bearing liabilities:

                                               

Demand deposits

    86,490                       77,976                  

Other liabilities

    7,088                       7,223                  

Shareholders’ equity

    75,859                       77,931                  

Total

  $ 646,620                     $ 611,252                  

Net interest income (Note B)

          $ 23,144                     $ 21,111          

Net yield on interest-earning assets

                    5.27

%

                    5.08

%

 

Note A

For the purpose of these computations, non-accruing loans are included in the average loan amounts outstanding. At the Bank, these loans averaged $0.6 million and $0.5 million for the nine months ended September 30, 2018 and 2017, respectively. At ALC, these loans averaged $1.5 million and $1.6 million for the respective periods presented.

     

Note B

Loan fees are included in the interest amounts presented. At the Bank, loan fees totaled $0.4 million and $0.3 million for the nine-month periods ended September 30, 2018 and 2017, respectively. At ALC, loan fees totaled $1.4 million and $1.6 million for the respective periods presented.

 

Interest income earned on loans for both the Bank and ALC increased in both the three- and nine-month periods ended September 30, 2018 compared to the corresponding periods of the previous year, primarily as a result of growth in average loan volume, as well as increased yield in most earning asset categories. The loan volume increases were partially offset by decreases in the average balances of taxable and non-taxable investments. The shift in the mix of earning assets is consistent with management’s ongoing strategy to utilize cash flows from the maturity and paydown of investment securities to fund loan growth as opportunities permit. The investment portfolio has been structured to provide monthly cash flows through the maturity and paydown of securities in a manner that management believes can continue to fund a substantial portion of loan growth over time. Aggregate yield on earning assets increased in both the three- and nine-month periods presented compared to the corresponding periods of 2017. Yield increased in all categories of earning assets, except loans at ALC. The decrease in yield on loans at ALC is consistent with the focus on indirect lending at ALC which generally provides lower yielding loans, but with corresponding higher credit quality and lower losses.

 

Interest expense increased in both the three- and nine-month periods ended September 30, 2018 compared to the corresponding periods of 2017 due to increases in the volume of interest-bearing liabilities, as well as increases in rates commensurate with the interest rate environment experienced during the twelve months between September 30, 2018 and 2017.

 

We expect that continued growth in net loan volume at both the Bank and ALC with loans of sufficient credit quality will enhance net interest income, particularly as resources are shifted from lower-earning investment securities to higher-earning loan balances. However, the competitive environment is significant relative to the generation of loans of high credit quality. At both the Bank and ALC, management is continuing to focus efforts on new loan origination within the parameters of established credit policy, while also maintaining vigilance in the deployment of strategies to effectively manage risks associated with interest rate fluctuations. Net interest income could experience downward pressure as a result of increased competition for quality loan and deposit funding opportunities.

 

44

 

 

Provision for Loan and Lease Losses

 

The provision for loan and lease losses is an expense used to establish the allowance for loan and lease losses. Actual loan and lease losses, net of recoveries, are charged directly to the allowance for loan and lease losses. The expense recorded for each reporting period is a reflection of actual net losses experienced during the period and management’s judgment as to the adequacy of the allowance to absorb losses inherent in the portfolio as of the balance sheet date. The following table presents the provision for loan and lease losses for the Bank and ALC for the three and nine months ended September 30, 2018 and 2017:

 

   

Three Months Ended

    Nine Months Ended  
   

September 30,

   

September 30,

    September 30,     September 30,  
   

2018

   

2017

    2018     2017  

Bank

  $ 176     $ (130 )   $ 215     $ (130 )

ALC

    613       503       1,934       1,594  

Total

  $ 789     $ 373     $ 2,149     $ 1,464  

 

At the Bank, during both the three- and nine-month periods ended September 30, 2018, recoveries of previously charged-off loans exceeded current period charge-offs. The increase in provision expense during the third quarter of 2018 was due to substantial loan growth at the Bank that was not experienced in the third quarter of 2017. The Bank’s allowance for loan and lease losses as a percentage of loans totaled 0.65% as of September 30, 2018, compared to 0.95% as of December 31, 2017 and 0.96% as of September 30, 2017. The decrease in the allowance for loan and lease losses as a percentage of loans was due to the acquisition of TPB that occurred during the third quarter of 2018. In accordance with generally accepted accounting principles for acquisition accounting, the loans acquired through the acquisition of TPB were recorded at fair value; accordingly, there was no allowance for loan and lease losses associated with the acquired loan portfolio at the acquisition date. Management continues to evaluate the need for an allowance on the acquired portfolio, factoring in the remaining net discount on the loans which totaled $2.3 million, or 1.51% of gross purchased loans, as of September 30, 2018.

 

At ALC, the provision for loan and lease losses increased comparing both the three- and nine-month periods ended September 30, 2018 to the corresponding periods of 2017 based primarily on growth in ALC’s loan balances. ALC’s allowance for loan and lease losses as a percentage of loans totaled 2.28% as of September 30, 2018, compared to 2.48% as of December 31, 2017 and 2.60% as of September 30, 2017. The decrease in the allowance for loan and lease losses as a percentage of loans was due to the changing mix of ALC’s portfolio to point-of-sale indirect lending, which has enhanced the credit quality of ALC’s loan portfolio.

 

For the Company, the allowance for loan and lease losses as a percentage of loans totaled 0.97% as of September 30, 2018, compared to 1.36% as of December 31, 2017 and 1.40% as of September 30, 2017. As discussed above, the decrease in the allowance for loan and lease losses as a percentage of loans was due to the acquisition of TPB that occurred during the third quarter of 2018. Based on our evaluation of the loan portfolio, we believe that the allowance for loan and lease losses at both the Bank and ALC is adequate to absorb losses inherent in the loan portfolio as of September 30, 2018. While we believe that the methodologies and calculations that have been used in the determination of the allowance are adequate, our conclusions are based on estimates and judgments and are, therefore, approximate and imprecise. Factors beyond our control, such as changes in economic conditions impacting the national economy or the local service areas in which the Bank and ALC operate, may negatively and materially affect asset quality and the adequacy of the allowance for loan and lease losses, as well as the resulting provision for loan and lease losses. In general, we expect the provision for loan and lease losses to increase commensurate with growth in loan volume at both the Bank and ALC.

 

Non-Interest Income

 

Non-interest income represents fees and income derived from sources other than interest-earning assets. The following table presents the major components of non-interest income:

 

   

Three Months Ended

September 30,

                   

Nine Months Ended

September 30,

                 
   

2018

   

2017

   

$

Change

   

%

Change

    2018     2017    

$

Change

   

%

Change

 
   

(Dollars in Thousands)

            (Dollars in Thousands)          

Service charges and other fees on deposit accounts

  $ 489     $ 481     $ 8       1.7

%

  $ 1,400     $ 1,406     $ (6 )     (0.4 )%

Credit insurance commissions and fees

    198       160       38       23.8

%

    516       459       57       12.4 %

Bank-owned life insurance

    107       106       1       0.9

%

    319       318       1       0.3 %
Net gain on sale and prepayment of investment securities           178       (178 )     (100.0 )%     105       228       (123 )     (53.9 )%
Net gain on settlement of derivative contracts     981             981       100.0 %     981             981       100.0 %
Mortgage fees from secondary market     128       89       39       43.8 %     389       147       242       164.6 %

Other income

    209       222       (13 )     (5.9

)%

    674       775       (101 )     (13.0 )%

Total non-interest income

  $ 2,112     $ 1,236     $ 876       70.9

%

  $ 4,384     $ 3,333     $ 1,051       31.5 %

 

Non-interest income at the Bank consists of service charges and other fees on deposit accounts; bank-owned life insurance; net gains on the sale and prepayment of investment securities; net gains on the settlement of derivative contracts; mortgage fees from the secondary market; and other non-interest income, which includes fee income generated by the Bank, such as ATM fees and real estate rental income. Non-interest income at ALC consists of credit insurance commissions and fees and other non-interest income generated for ancillary services, such as ALC’s auto club membership program. The increase in non-interest income for both the three- and nine-month periods ended September 30, 2018 compared to the same periods in 2017 resulted primarily from the settlement of two forward interest rate swap contracts with the counterparty that netted a pre-tax gain of $1.0 million. The increase is also attributable to fees earned from secondary market mortgage closings at the Bank. These increases were partially offset by a decrease in gains on sale and prepayment of investment securities in both the three- and nine-month periods ended September 30, 2018. The Bank’s mortgage division, which began operating in the second quarter of 2017, generates non-interest income by closing loans in the secondary market. Given the nature of the types of revenues categorized as non-interest income, there is uncertainty as to the level of revenue that will be derived from these sources in the future.

 

 

45

 

 

Non-Interest Expense

 

Non-interest expense represents expenses incurred from sources other than interest-bearing liabilities. The following table presents the major components of non-interest expense for the periods indicated:

 

   

Three Months Ended

September 30,

                   

Nine Months Ended

September 30,

                 
   

2018

   

2017

   

$

Change

   

%

Change

    2018     2017    

$

Change

   

%

Change

 
   

(Dollars in Thousands)

            (Dollars in Thousands)          

Salaries and employee benefits

  $ 4,643     $ 4,370     $ 273       6.2 %   $ 13,743     $ 13,048     $ 695       5.3 %

Net occupancy and equipment expense

    983       806       177       22.0 %     2,745       2,276       469       20.6 %
Computer services     328       337       (9 )     (2.7 )%     937       1,036       (99 )     (9.6 )%
Insurance expense and assessments     206       161       45       28.0 %     583       479       104       21.7 %
Fees for professional services     242       187       55       29.4 %     781       650       131       20.2 %
Postage, stationery and supplies     207       174       33       19.0 %     609       479       130       27.1 %
Telephone/data communications     207       206       1       0.5 %     595       628       (33 )     (5.3 )%
Acquisition expenses     1,492             1,492       100.0 %     1,492             1,492       100.0 %

Other real estate/foreclosure expense:

                                                               

Write-downs, net of gain or loss on sale

    (79 )     196       (275 )     (140.3 )%     22       277       (255 )     (92.1 )%

Carrying costs

    32       48       (16 )     (33.3

)%

    107       184       (77 )     (41.8 )%

Total other real estate/foreclosure expense

    (47 )     244       (291 )     (119.3 )%     129       461       (332 )     (72.0 )%

Other

    881       705       176       25.0 %     2,321       2,033       288       14.2 %

Total non-interest expense

  $ 9,142     $ 7,190     $ 1,952       27.1 %   $ 23,935     $ 21,090     $ 2,845       13.5 %

 

Non-interest expense consists of the items noted above. The increase in non-interest expense for the three and nine months ended September 30, 2018 compared to the same periods in 2017 resulted primarily from expenses associated with the TPB acquisition that totaled approximately $1.5 million during the third quarter of 2018. In addition, salaries and benefits increased as a result of merit and cost of living salary increases for the Bank’s employees, combined with additional expense during the third quarter of 2018 related to the assumption by the Company of salaries and benefits for employees of TPB post-acquisition. The increase also resulted from increased expenses associated with the Bank’s Pump House Plaza office complex in Birmingham, Alabama, which became operational during the third quarter of 2017. Occupancy and equipment expense increased as a result of depreciation and operating expenses associated with the location, which now serves as the headquarters of both the Bank and the Company. During the third quarter of 2018, the Bank entered into an agreement with a third party to lease all unused remaining leasable space in Pump House Plaza. The lease, which is scheduled to commence during the fourth quarter of 2018, is expected to generate in excess of $0.7 million of lease revenue annually and is expected to offset a significant portion of expense associated with the location. In general, non-interest expense is expected to increase over time due to inflationary pressures; however, management continues to maintain vigilance in efforts to reduce these costs where opportunities to do so exist.

 

Provision for Income Taxes

 

The provision for income taxes was $0.3 million and $0.2 million for the three-month periods ended September 30, 2018 and 2017, respectively. The Company’s effective tax rate was 52.8% for the third quarter of 2018, compared to 21.4% for the third quarter of 2017. For both of the nine month periods ended September 30, 2018 and 2017, the provision for income taxes was $0.4 million, and the effective tax rate for the respective periods was 29.8% and 23.0%. The increased tax provisioning during the third quarter of 2018 resulted from the incurrence of acquisition-related expenses during the quarter, a portion of which are non-deductible under IRS regulations. This resulted in approximately $0.2 million of additional tax expense during the quarter.

 

Under the Tax Cuts and Jobs Act of 2017 (“Tax Reform”), beginning January 1, 2018, the Company’s federal statutory income tax rate was set at 21%, reduced from the 34% statutory income tax rate previously applied. Aside from the impact of Tax Reform and in the normal course of business, the effective tax rate is also expected to fluctuate based on recurring items, such as changes in tax-exempt interest income earned from bank-qualified municipal bonds and loans and the cash surrender value of bank-owned life insurance. Management makes decisions about whether to invest in tax-exempt instruments on a case-by-case basis after considering a number of factors, including investment return, credit quality and the consistency of such investments with the Company’s overall strategy. The Company’s effective tax rate is expected to fluctuate commensurate with the level of these investments as compared to total pre-tax income.

 

 

46

 

 

BALANCE SHEET ANALYSIS

 

Investment Securities

 

The investment securities portfolio is used by management to provide liquidity, to generate interest income and for use as collateral for public deposits and wholesale funding. Risk and return can be adjusted by altering the duration, composition and/or balance of the portfolio. The expected average life of securities in the investment portfolio was 3.2 years and 2.8 years as of September 30, 2018 and December 31, 2017, respectively.

 

Available-for-sale securities are recorded at estimated fair value, with unrealized gains or losses recognized, net of taxes, in accumulated other comprehensive income, a separate component of shareholders’ equity. As of September 30, 2018, available-for-sale securities totaled $137.3 million, or 86.1% of the total investment portfolio, compared to $153.9 million, or 85.4% of the total investment portfolio, as of December 31, 2017. Available-for-sale securities consisted of residential and commercial mortgage-backed securities, U.S. Treasury securities and obligations of state and political subdivisions.

 

Held-to-maturity securities are recorded at amortized cost and represent securities that the Company both intends and has the ability to hold to maturity. As of September 30, 2018, held-to-maturity securities totaled $22.2 million, or 13.9% of the total investment portfolio, compared to $26.3 million, or 14.6% of the total investment portfolio, as of December 31, 2017. Held-to-maturity securities consisted of commercial mortgage-backed securities, obligations of U.S. government-sponsored agencies and obligations of state and political subdivisions.

 

Loans and Allowance for Loan and Lease Losses

 

The tables below summarize loan balances by portfolio category for both the Bank and ALC at the end of each of the most recent five quarters as of September 30, 2018:

 

   

Bank

 
   

2018

   

2017

 
   

September

30,

   

June

30,

   

March

31,

   

December

31,

   

September

30,

 
   

(Dollars in Thousands)

 

Real estate loans:

                                       

Construction, land development and other land loans

  $ 43,501     $ 22,878     $ 25,965     $ 26,143     $ 20,213  

Secured by 1-4 family residential properties

    111,555       38,968       36,618       34,272       35,125  

Secured by multi-family residential properties

    22,915       18,374       16,396       16,579       16,498  

Secured by non-farm, non-residential properties

    150,523       112,461       111,546       105,133       107,679  

Other

    1,100       187       188       190       223  

Commercial and industrial loans

    83,087       59,320       65,996       69,969       66,320  

Consumer loans

    7,075       5,420       5,416       5,217       5,431  

Total loans

  $ 419,756     $ 257,608     $ 262,125     $ 257,503     $ 251,489  

Less unearned interest, fees and deferred cost

    331       351       349       374       367  

Allowance for loan losses

    2,709       2,520       2,500       2,447       2,422  

Net loans

  $ 416,716     $ 254,737     $ 259,276     $ 254,682     $ 248,700  

 

   

ALC

 
   

2018

   

2017

 
   

September

30,

   

June

30,

   

March

31,

   

December

31,

   

September

30,

 
   

(Dollars in Thousands)

 

Real estate loans:

                                       

Construction, land development and other land loans

  $     $     $     $     $  

Secured by 1-4 family residential properties

    8,472       9,176       9,963       10,801       11,490  

Secured by multi-family residential properties

                             

Secured by non-farm, non-residential properties

                             

Other

                             

Commercial and industrial loans

                             
Consumer loans:                                        

Consumer

    31,965       32,902       32,758       34,083       35,650  

Indirect sales

    71,005       67,429       60,157       55,071       50,553  

Total loans

  $ 111,442     $ 109,507     $ 102,878     $ 99,955     $ 97,693  

Less unearned interest, fees and deferred cost

    5,929       6,283       6,020       6,189       5,981  

Allowance for loan losses

    2,407       2,432       2,329       2,327       2,386  

Net loans

  $ 103,106     $ 100,792     $ 94,529     $ 91,439     $ 89,326  

 

 

 

47

 

 

The tables below summarize changes in the allowance for loan and lease losses for both the Bank and ALC for each of the most recent five quarters as of September 30, 2018:

 

   

Bank

 
   

2018

   

2017

 
   

Third

Quarter

   

Second

Quarter

   

First

Quarter

   

Fourth

Quarter

   

Third

Quarter

 
   

(Dollars in Thousands)

 

Balance at beginning of period

  $ 2,520     $ 2,500     $ 2,447     $ 2,422     $ 2,526  

Charge-offs:

                                       
Real estate loans:                                        
Construction, land development and other land loans                              
Secured by 1-4 family residential properties           (1 )     (8 )            
Secured by multi-family residential properties                              
Secured by non-farm, non-residential properties                              
Other                              

Commercial and industrial

          (2 )                  
Consumer loans     (3 )                       (1 )

Other loans

                             

Total charge-offs

    (3

)

    (3

)

    (8 )    

 

    (1

)

Recoveries

    16       23       22       25       27  

Net recoveries (charge-offs)

    13       20       14       25       26  

Provision (reduction in reserve) for loan losses

    176             39      

 

    (130 )

Ending balance

  $ 2,709     $ 2,520     $ 2,500     $ 2,447     $ 2,422  

as a % of loans

    0.65

%

    0.98

%

    0.96

%

    0.95

%

    0.96

%

 

   

ALC

 
   

2018

   

2017

 
   

Third

Quarter

   

Second

Quarter

   

First

Quarter

   

Fourth

Quarter

   

Third

Quarter

 
   

(Dollars in Thousands)

 

Balance at beginning of period

  $ 2,432     $ 2,329     $ 2,327     $ 2,386     $ 2,379  

Charge-offs:

                                       
Real estate loans:                                        
Construction, land development and other land loans                              
Secured by 1-4 family residential properties     (41 )     (18 )     (14 )     (1 )     (10 )
Secured by multi-family residential properties                              
Secured by non-farm, non-residential properties                              
Other                              

Commercial and industrial

                             

Consumer loans:

                                       

Consumer

    (628

)

    (609

)

    (604

)

    (576

)

    (494

)

Indirect sales     (144 )     (131 )     (147 )     (142 )     (150 )

Other loans

                             

Total charge-offs

    (813

)

    (758

)

    (765

)

    (719

)

    (654

)

Recoveries

    176       159       148       137       158  

Net recoveries (charge-offs)

    (637

)

    (599

)

    (617

)

    (582

)

    (496

)

Provision (reduction in reserve) for loan losses

    612       702       619       523       503  

Ending balance

  $ 2,407     $ 2,432     $ 2,329     $ 2,327     $ 2,386  

as a % of loans

    2.28

%

    2.36

%

    2.40

%

    2.48

%

    2.60

%

 

48

 

 

Nonperforming Assets

 

Nonperforming assets at the end of the five most recent quarters as of September 30, 2018 were as follows:

 

   

Consolidated

 
   

2018

   

2017

 
   

September

30,

   

June

30,

   

March

31,

   

December

31,

   

September

30,

 
   

(Dollars in Thousands)

 

Non-accrual loans

  $ 3,782     $ 1,713     $ 2,037     $ 2,148     $ 1,956  

Other real estate owned

    1,489       2,181       3,343       3,792       3,819  

Total

  $ 5,271     $ 3,894     $ 5,380     $ 5,940     $ 5,775  

Nonperforming assets as a percentage of loans and other real estate

    1.00

%

    1.07

%

    1.49

%

    1.67

%

    1.67

%

Nonperforming assets as a percentage of total assets

    0.66

%

    0.61

%

    0.86

%

    0.95

%

    0.94

%

 

   

Bank

 
   

2018

   

2017

 
   

September

30,

   

June

30,

   

March

31,

   

December

31,

   

September

30,

 
   

(Dollars in Thousands)

 

Non-accrual loans

  $ 2,581     $ 360     $ 369     $ 315     $ 332  

Other real estate owned

    1,319       2,002       3,100       3,527       3,527  

Total

  $ 3,900     $ 2,362     $ 3,469     $ 3,842     $ 3,859  

Nonperforming assets as a percentage of loans and other real estate

    0.93

%

    0.91

%

    1.31

%

    1.47

%

    1.52

%

Nonperforming assets as a percentage of total assets

    0.48

%

    0.37

%

    0.55

%

    0.61

%

    0.63

%

 

   

ALC

 
   

2018

   

2017

 
   

September

30,

   

June

30,

   

March

31,

   

December

31,

   

September

30,

 
   

(Dollars in Thousands)

 

Non-accrual loans

  $ 1,201     $ 1,353     $ 1,668     $ 1,833     $ 1,624  

Other real estate owned

    170       179       243       265       292  

Total

  $ 1,371     $ 1,532     $ 1,911     $ 2,098     $ 1,916  

Nonperforming assets as a percentage of loans and other real estate

    1.30

%

    1.48

%

    1.97

%

    2.23

%

    2.08

%

Nonperforming assets as a percentage of total assets

    1.30

%

    1.48

%

    1.96

%

    2.22

%

    2.06

%

 

 

 

49

 

 

Deposits

 

Total deposits increased by 38.4% to $715.8 million as of September 30, 2018, from $517.1 million as of December 31, 2017. Total deposits acquired from TPB during the third quarter of 2018 attributed to $140.0 million of this growth. Core deposits, which exclude time deposits of $250 thousand or more, provide a relatively stable funding source that supports earning assets. Core deposits totaled $635.5 million, or 88.8% of total deposits, as of September 30, 2018, compared to $489.0 million, or 94.6% of total deposits, as of December 31, 2017.

 

Deposits, in particular core deposits, have historically been the Company’s primary source of funding and have enabled the Company to successfully meet both short-term and long-term liquidity needs. Management anticipates that such deposits will continue to be one of the Company’s primary sources of funding in the future, and we will continue to monitor deposit levels closely to help ensure an adequate level of funding for the Company’s activities. However, various economic and competitive factors could affect this funding source in the future, including increased competition from other financial institutions in deposit gathering, national and local economic conditions and interest rate policies adopted by the Federal Reserve and other central banks.

 

Other Interest-Bearing Liabilities

 

Other interest-bearing liabilities consist of federal funds purchased, securities sold under agreements to repurchase and FHLB advances. This category continues to be utilized as an alternative source of funds. During the third quarter of 2018, these borrowings represented 1.1% of average interest-bearing liabilities, compared to 4.5% in the third quarter of 2017.

 

Shareholders’ Equity

 

The Company has historically placed significant emphasis on maintaining its strong capital base. As of September 30, 2018, shareholders’ equity totaled $77.5 million, or 9.7% of total assets, compared to $76.2 million, or 12.2% of total assets, as of December 31, 2017. Management believes that this level of equity is an indicator of the financial soundness of the Company and the Company’s ability to sustain future growth and profitability. The increase in shareholders’ equity during the nine months ended September 30, 2018 resulted primarily from an increase in surplus associated with the TPB acquisition and growth in retained earnings, which were partially offset by an increase in accumulated other comprehensive loss associated with unrealized losses in the fair value of available-for-sale securities during the nine-month period ended September 30, 2018. The fair value of the available-for-sale portfolio fluctuates based primarily on changes in interest rates. Accordingly, the net unrealized losses during the nine months ended September 30, 2018 are not necessarily indicative of future performance of the portfolio.

 

Bancshares’ Board of Directors evaluates dividend payments based on the Company’s level of earnings and the desire to maintain a strong capital base, as well as regulatory requirements relating to the payment of dividends. During each of the three-month periods ended September 30, 2018 and 2017, Bancshares declared a dividend of $0.02 per common share, or approximately $0.1 million in aggregate amount.

 

As of both September 30, 2018 and December 31, 2017, the Company retained approximately $20.4 million in treasury stock. The Company initiated a share repurchase program in January 2006, under which the Company was authorized to repurchase up to 642,785 shares of Bancshares’ common stock before December 31, 2007. In December 2007, and in each year since, the Board of Directors has extended the expiration date of the share repurchase program for an additional year. Currently, the share repurchase program is set to expire on December 31, 2018. There are 242,303 shares available for repurchase under this program, at management’s discretion. No shares were purchased under this program during the nine months ended September 30, 2018 or in 2017.

 

As of September 30, 2018 and December 31, 2017, a total of 112,567 and 103,620 shares of stock, respectively, were deferred in connection with Bancshares’ Non-Employee Directors’ Deferred Compensation Plan. The plan permits non-employee directors to invest their directors’ fees and to receive the adjusted value of the deferred amounts in cash or shares of Bancshares common stock. All deferred fees, whether in the form of cash or shares of Bancshares common stock, are reflected as compensation expense in the period earned. The Company classifies all deferred directors’ fees allocated to be paid in shares of stock as equity surplus. The Company uses shares of treasury stock to satisfy these obligations when due.

 

50

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

The asset portion of the balance sheet provides liquidity primarily from two sources: (1) principal payments and maturities of loans and (2) maturities and principal payments from the investment portfolio. Other short-term investments, such as federal funds sold, may also provide additional sources of liquidity. Loans maturing or repricing in one year or less amounted to $156.5 million as of September 30, 2018 and $117.3 million as of December 31, 2017. Investment securities forecasted to mature or reprice in one year or less were estimated to be $8.3 million of the investment portfolio as of September 30, 2018.

 

Although some securities in the investment portfolio have legal final maturities exceeding 10 years, a substantial percentage of the portfolio provides monthly principal and interest payments and consists of securities that are readily marketable and easily convertible into cash on short notice. As of September 30, 2018, the investment securities portfolio had an estimated average life of 3.2 years. However, management does not rely solely upon the investment portfolio to generate cash flows to fund loans, capital expenditures, dividends, debt repayment and other cash requirements. These activities are also funded by cash flows from loan payments, as well as increases in deposits and short-term borrowings.

 

The liability portion of the balance sheet provides liquidity through interest-bearing and non-interest-bearing deposit accounts, which represent the Company’s primary sources of funds. In addition, federal funds purchased, FHLB advances, securities sold under agreements to repurchase and short-term and long-term borrowings are additional sources of available liquidity. Liquidity management involves the continual monitoring of the sources and uses of funds to maintain an acceptable cash position. Long-term liquidity management focuses on considerations related to the total balance sheet structure. The Bank manages the pricing of its deposits to maintain a desired deposit balance. In addition, the Bank invests in short-term interest-earning assets, which provide liquidity to meet lending requirements.

 

The Bank entered into an agreement to lease space in Pump House Plaza and agreed to pay approximately $2.8 million for the build-out of the tenant space. The Bank expects to fund the build-out using available cash.

 

As of September 30, 2018, the Company did not have any outstanding borrowings under FHLB advances, and had $25.0 million in outstanding borrowings as of December 31, 2017. The Company had up to $231.0 million and $159.3 million in remaining unused credit from the FHLB (subject to available collateral) as of September 30, 2018 and December 31, 2017, respectively. In addition, the Company had $46.8 million and $18.8 million in unused established federal funds lines as of September 30, 2018 and December 31, 2017, respectively.

 

Management believes that the Company has adequate sources of liquidity to satisfy its contractual obligations and commitments over the next twelve months. Management is not aware of any condition that currently exists that would have an adverse effect on the liquidity, capital resources or operation of the Company.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The primary purpose of managing interest rate risk is to invest capital effectively and preserve the value created by our core banking business. This is accomplished through the development and implementation of lending, funding, pricing and hedging strategies designed to maximize net interest income performance under varying interest rate environments, subject to liquidity and interest rate risk guidelines. Effective interest rate sensitivity management ensures that both assets and liabilities respond to changes in interest rates within an acceptable time frame, thereby minimizing the effect of such interest rate movements on short- and long-term net interest margin and net interest income.

 

Financial simulation models are the primary tools used by the Asset/Liability Committee of the Bank’s board of directors to measure interest rate exposure. Using a wide range of scenarios, management is provided with extensive information on the potential impact on net interest income caused by changes in interest rates. In these simulations, assumptions are made about the direction and volatility of interest rates, the slope of the yield curve and the changing composition of the Company’s balance sheet resulting from both strategic plans and customer behavior. Simulation models also incorporate management’s assumptions regarding such factors as loan and deposit growth, pricing, prepayment speeds and spreads between interest rates.

 

51

 

 

Measuring Interest Rate Sensitivity

 

Interest rate sensitivity is a function of the repricing characteristics of all of the Company’s portfolio of assets and liabilities. These repricing characteristics are the timeframes during which the interest-bearing assets and liabilities are subject to fluctuation based on changes in interest rates, either at replacement or maturity, during the life of the instruments. Measuring interest rate sensitivity is a function of the differences in the volume of assets and the volume of liabilities that are subject to repricing in future time periods. These differences are known as interest sensitivity gaps and are usually calculated for segments of time and on a cumulative basis.

 

The Company measures changes in net interest income and net interest margin on a monthly basis through income simulation over various interest rate shock scenarios, including plus or minus 1%, 2%, 3% and 4% scenarios. Each month, management evaluates how changes in short- and long-term interest rates may impact future profitability, as reflected in the Company’s net interest margin.

 

Also on a monthly basis, management calculates how changes in interest rates would impact the market value of the Company’s assets and liabilities, as well as its long-term profitability. The process is similar to assessing short-term risk but emphasizes and is measured over a five-year time period, which allows for a more comprehensive assessment of longer-term repricing and cash flow imbalances that may not be captured by short-term net interest margin simulations. The results of these calculations are representative of long-term interest rate risk, both in terms of changes in the present value of the Company’s assets and liabilities and long-term changes in core profitability.

 

See Part II, Item 7A, “ Quantitative and Qualitative Disclosures About Market Risk,” of Bancshares’ Annual Report on Form 10-K as of and for the year ended December 31, 2017 for additional disclosures related to market risk. As of September 30, 2018, management is evaluating changes in the Company’s exposure to market risk as a result of the acquisition that occurred during the third quarter of 2018. Accordingly, it is possible that information could come to management’s attention through the evaluation process that indicates higher exposure to market risk than currently understood by management.

 

ITEM 4.

CONTROLS AND PROCEDURES

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

Bancshares maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in Bancshares’ reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to Bancshares’ management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

 

Bancshares’ management carried out an evaluation, under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Bancshares’ disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of September 30, 2018, pursuant to the evaluation of these controls and procedures required by Rule 13a-15 of the Exchange Act. Based on that evaluation, Bancshares’ management concluded, as of September 30, 2018, that Bancshares’ disclosure controls and procedures are effective to ensure that the information required to be disclosed in Bancshares’ periodic filings with the SEC is recorded, processed, summarized and reported within the time periods specified.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in Bancshares’ internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

52

 

 

PART II. OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

 

The Company is a party to certain ordinary course litigation, and the Company intends to vigorously defend itself in all such litigation. In the opinion of the Company, based on review and consultation with legal counsel, the outcome of such ordinary course litigation should not have a material adverse effect on the Company’s consolidated financial statements or results of operations.

 

ITEM 1A.

RISK FACTORS

 

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors,” in Bancshares’ Annual Report on Form 10-K as of and for the year ended December 31, 2017 that could materially affect the Company’s business, financial condition or future results. The risks described in Bancshares’ Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Unregistered Sale of Equity Securities

 

In connection with the acquisition of TPB, the Company issued 204,355 shares of FUSB common stock, which were valued at $11.25 per share. See Note 3 to the Interim Condensed Consolidated Financial Statements (Unaudited) included in this Form 10-Q, and the Company’s Form 8-K filed with the SEC on September 4, 2018, for additional information. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder. The Company relied on this exemption from registration based in part on representations made by the purchasers of the shares in connection with the transaction.

 

As noted in the table below, there were no purchases made by or on behalf of Bancshares or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) of the Exchange Act, of shares of Bancshares’ common stock during the third quarter of 2018.

 

Issuer Purchases of Equity Securities

 

Period

 

Total Number

of Shares

Purchased (2)

   

Average

Price Paid

per Share

   

Total Number of

Shares Purchased as

Part of Publicly

Announced

Programs (1)

   

Maximum Number (or Approximate Dollar Value)

of Shares that May Yet Be

Purchased Under

the Programs (1)

 

July 1 – July 31

   

 

 

$

            242,303  

August 1 – August 31

   

    $             242,303  

September 1 – September 30

   

    $

            242,303  

Total

   

    $             242,303  

 

(1)

On December 20, 2017, the Board of Directors extended the share repurchase program previously approved by the Board on January 19, 2006. Under the repurchase program, Bancshares is authorized to repurchase up to 642,785 shares of common stock before December 31, 2018, of which 242,303 shares remain available.

(2)

No shares were purchased in open-market transactions by an independent trustee for Bancshares’ 401(k) Plan during the third quarter of 2018.

 

ITEM 6.

EXHIBITS

 

The exhibits listed in the Index to Exhibits below are filed herewith and are incorporated herein by reference.

 

53

 

 

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.

 

FIRST US BANCSHARES, INC.

 

DATE: November 13, 2018

 

BY:

 

/s/ Thomas S. Elley

   

Thomas S. Elley

   

Its Vice President, Treasurer and Assistant Secretary, Chief Financial Officer and Principal Accounting Officer

   

(Duly Authorized Officer and Principal Financial Officer)

 

54

 

 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description

     

3.1

  Certificate of Incorporation of United Security Bancshares, Inc. (incorporated by reference to Exhibit 3(i) to the Quarterly Report on Form 10-Q (File No. 000-14549), filed on November 12, 1999)
     
3.1A   Certificate of Amendment to the Certificate of Incorporation of United Security Bancshares, Inc., effective as of October 11, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 000-14549), filed on October 11, 2016)
     

3.2

 

Bylaws of First US Bancshares, Inc., effective as of October 11, 2016 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 000-14549), filed on October 11, 2016)

     

31.1

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

     

31.2

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

     

32

 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     

    101

 

Interactive Data Files for the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018.