UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-Q

(Mark One)

 

x   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended September 30, 2016

 

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: 000-49929

 

ACCESS NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Virginia 82-0545425
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

 

1800 Robert Fulton Drive, Suite 300, Reston, Virginia 20191

(Address of principal executive offices) (Zip Code)

 

(703) 871-2100

(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 x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨   Accelerated filer x
Non-accelerated filer ¨ (Do not check if a smaller reporting company)   Smaller reporting company ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

The number of shares outstanding of Access National Corporation’s common stock, par value $0.835, as of November 7, 2016 was 10,610,279 shares.

 

 

 

 

Table of Contents

ACCESS NATIONAL CORPORATION

FORM 10-Q

 

INDEX

 

PART I FINANCIAL INFORMATION
 
Item 1. Financial Statements (Unaudited)
  Consolidated Balance Sheets, September 30, 2016 and December 31, 2015 Page 2
  Consolidated Statements of Income, three and nine months ended September 30, 2016 and 2015 Page 3
  Consolidated Statements of Comprehensive Income, three and nine months ended September 30, 2016 and 2015 Page 4
  Consolidated Statements of Changes in Shareholders’ Equity, nine months ended September 30, 2016 and 2015 Page 5
  Consolidated Statements of Cash Flows, nine months ended September 30, 2016 and 2015 Page 6
  Notes to Consolidated Financial Statements (Unaudited) Page 7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Page 37
Item 3. Quantitative and Qualitative Disclosures About Market Risk Page 53
Item 4. Controls and Procedures Page 54
 
PART II OTHER INFORMATION  
     
Item 1. Legal Proceedings Page 55
Item 1A. Risk Factors Page 55
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Page 58
Item 3. Defaults Upon Senior Securities Page 58
Item 4. Mine Safety Disclosures Page 58
Item 5. Other Information Page 58
Item 6. Exhibits Page 59
     
  Signatures Page 60

 

 1 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

ACCESS NATIONAL CORPORATION

Consolidated Balance Sheets

(In Thousands, Except for Share and Per Share Data)

 

   September 30,   December 31, 
   2016   2015 
   (Unaudited)     
ASSETS          
Cash and due from banks  $14,109   $11,291 
Interest-bearing balances and federal funds sold   67,801    24,598 
Total cash and cash equivalents   81,910    35,889 
Investment securities:          
Available-for-sale, at fair value   190,265    160,162 
Held-to-maturity, at amortized cost (fair value of $9,475 and $14,314)   9,214    14,287 
Total investment securities   199,479    174,449 
           
Restricted stock, at amortized cost   6,309    7,259 
Loans held for sale, at fair value   70,998    44,135 
Loans   966,545    887,478 
Allowance for loan losses   (14,696)   (13,563)
Net loans   951,849    873,915 
Premises, equipment and land, net   6,875    6,689 
Accrued interest receivable   3,481    3,290 
Other assets   41,937    32,922 
Total assets  $1,362,838   $1,178,548 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Deposits          
Noninterest-bearing deposits  $409,558   $307,797 
Savings and interest-bearing deposits   436,865    293,711 
Time deposits   268,630    312,236 
Total deposits   1,115,053    913,744 
Other liabilities          
Short-term borrowings   41,336    91,129 
Long-term borrowings   75,000    55,000 
Other liabilities and accrued expenses   10,118    9,537 
Total liabilities  $1,241,507   $1,069,410 
           
SHAREHOLDERS’ EQUITY          
Common stock $0.835 par value; 60,000,000 authorized; issued and outstanding, 10,610,279 and 10,544,751 shares, respectively  $8,860   $8,805 
Additional paid in capital   21,159    19,953 
Retained earnings   90,026    81,385 
Accumulated other comprehensive income (loss), net   1,286    (1,005)
Total shareholders’ equity   121,331    109,138 
Total liabilities and shareholders’ equity  $1,362,838   $1,178,548 

 

See accompanying notes to consolidated financial statements (unaudited).

 

 2 

 

 

ACCESS NATIONAL CORPORATION

Consolidated Statements of Income

(In Thousands, Except for Share and Per Share Data)

(Unaudited)

 

   Three Months Ended September 30,   Nine Months Ended September 30, 
   2016   2015   2016   2015 
Interest and Dividend Income                    
Interest and fees on loans  $11,647   $10,254   $33,877   $29,659 
Interest on federal funds sold and bank balances   98    34    264    95 
Interest and dividends on securities   1,033    868    2,954    2,465 
Total interest and dividend income   12,778    11,156    37,095    32,219 
                     
Interest Expense                    
Interest on deposits   1,349    990    3,774    2,590 
Interest on short-term borrowings   73    37    291    219 
Interest on long-term borrowings   213    32    576    64 
Total interest expense   1,635    1,059    4,641    2,873 
                     
Net interest income   11,143    10,097    32,454    29,346 
Provision for loan losses   750    -    870    150 
Net interest income after provision for loan losses   10,393    10,097    31,584    29,196 
                     
Noninterest Income                    
Service charges and fees   249    236    748    651 
Gain on sale of loans   8,316    5,834    19,419    15,110 
Other income   120    342    4,510    4,037 
Total noninterest income   8,685    6,412    24,677    19,798 
                     
Noninterest Expense                    
Salaries and benefits   8,208    6,703    24,283    20,419 
Occupancy and equipment   768    751    2,278    2,247 
Other operating expenses   3,193    3,025    9,040    8,713 
Total noninterest expense   12,169    10,479    35,601    31,379 
                     
Income before income taxes   6,909    6,030    20,660    17,615 
                     
Income tax expense   2,484    2,086    7,262    6,114 
NET INCOME  $4,425   $3,944   $13,398   $11,501 
                     
Earnings per common share:                    
Basic  $0.42   $0.37   $1.27   $1.09 
Diluted  $0.41   $0.37   $1.26   $1.09 
                     
Average outstanding shares:                    
Basic   10,595,599    10,519,954    10,575,088    10,504,086 
Diluted   10,689,167    10,593,415    10,644,897    10,567,173 

 

See accompanying notes to consolidated financial statements (unaudited).

 

 3 

 

 

ACCESS NATIONAL CORPORATION

Consolidated Statements of Comprehensive Income

(In Thousands)

(Unaudited)

 

   Three Months Ended September 30,   Nine Months Ended September 30, 
   2016   2015   2016   2015 
Net income  $4,425   $3,944   $13,398   $11,501 
                     
Other comprehensive income (loss):                    
Unrealized gains (losses) on securities                    
Unrealized holding gains (losses) arising during period   (692)   1,177    3,634    1,337 
Reclassification adjustment for gains included in net income   -    (180)   (109)   (180)
Tax effect   242    (348)   (1,234)   (405)
Net of tax amount   (450)   649    2,291    752 
                     
Comprehensive income  $3,975   $4,593   $15,689   $12,253 

 

See accompanying notes to consolidated financial statements (unaudited).

 

 4 

 

 

ACCESS NATIONAL CORPORATION

Consolidated Statements of Changes in Shareholders’ Equity

(In Thousands, Except for Share and Per Share Data)

(Unaudited)

 

   Common Stock   Additional Paid in Capital   Retained Earnings   Accumulated Other Comprehensive Income (Loss)   Total 
Balance, December 31, 2015  $8,805   $19,953   $81,385   $(1,005)  $109,138 
Net income   -    -    13,398    -    13,398 
Other comprehensive income   -    -    -    2,291    2,291 
Stock options exercised (41,351 shares)   35    468    -    -    503 
Issuance of restricted common stock (6,205 shares)   5    123    -    -    128 
DRSPP shares issued from reserve (17,972)   15    364    -    -    379 
Cash dividend ($0.45 per share)   -    -    (4,757)   -    (4,757)
Stock-based compensation expense recognized in earnings   -    251    -    -    251 
                          
Balance, September 30, 2016  $8,860   $21,159   $90,026   $1,286   $121,331 
                          
Balance, December 31, 2014  $8,742   $18,538   $72,168   $(544)  $98,904 
Net income   -    -    11,501    -    11,501 
Other comprehensive income   -    -    -    752    752 
Stock options exercised (6,541 shares)   6    65    -    -    71 
Issuance of restricted common stock (7,500 shares)   6    122    -    -    128 
DRSPP shares issued from reserve (37,707)   31    607    -    -    638 
Cash dividend ($0.44 per share)   -    -    (4,621)   -    (4,621)
Stock-based compensation expense recognized in earnings   -    256    -    -    256 
                          
Balance, September 30, 2015  $8,785   $19,588   $79,048   $208   $107,629 

 

See accompanying notes to consolidated financial statements (unaudited).

 

 5 

 

 

ACCESS NATIONAL CORPORATION

Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)

 

   Nine Months Ended September 30, 
   2016   2015 
Cash Flows from Operating Activities          
Net income  $13,398   $11,501 
Adjustments to reconcile net income to net cash used in operating activities:          
Provision for loan losses   870    150 
Provision for off balance sheet losses   -    109 
Loss on the sale of other real estate owned   35    - 
Income from bank-owned life insurance   (338)   (345)
Gain on sale of securities   (109)   (89)
Deferred tax benefit   (692)   (2)
Stock-based compensation   251    256 
Increase in valuation allowance on derivatives   (88)   (344)
Net amortization on securities   1,459    758 
Depreciation and amortization   384    380 
Purchases of loans held for sale   (429,285)   (379,619)
Sales of loans held for sale   403,688    388,320 
Changes in assets and liabilities:          
(Increase) decrease in valuation of loans held for sale carried at fair value   (1,266)   421 
Increase in other assets   (1,966)   (1,268)
(Increase) decrease in other liabilities   201    (3,640)
Net cash (used in) provided by operating activities   (13,458)   16,588 
Cash Flows from Investing Activities          
Proceeds from maturities, calls, and prepayments of securities available-for-sale   12,444    11,586 
Proceeds from sale of securities   13,200    31,057 
Purchases of securities available-for-sale   (53,500)   (58,809)
Proceeds from maturities and calls of securities held to maturity   5,000    - 
Purchases of Federal Reserve and Federal Home Loan Bank stock   (4,703)   (7,043)
Proceeds from redemption of Federal Reserve and Federal Home Loan Bank stock   5,653    11,933 
Purchase of bank owned life insurance   (7,500)   - 
Net increase in loans   (78,805)   (72,510)
Proceeds from the settlement of other real estate owned   463    - 
Purchases of premises and equipment   (541)   (237)
Net cash used in investing activities   (108,289)   (84,023)
Cash Flows from Financing Activities          
Net increase in demand, interest-bearing demand and savings deposits   244,915    125,627 
Net (decrease) increase in time deposits   (43,606)   50,365 
Decrease in securities sold under agreement to repurchase   (4,794)   (5,936)
Decrease in other short-term borrowings   (45,000)   (120,000)
Increase in long-term borrowings   20,000    10,000 
Proceeds from issuance of common stock   1,010    837 
Dividends paid   (4,757)   (4,621)
Net cash provided by financing activities   167,768    56,272 
           
Increase (decrease) in cash and cash equivalents   46,021    (11,163)
Cash and Cash Equivalents          
Beginning   35,889    56,029 
Ending  $81,910   $44,866 
Supplemental Disclosures of Cash Flow Information          
Cash payments for interest  $2,981   $2,841 
Cash payments for income taxes  $4,828   $6,517 
Supplemental Disclosures of Noncash Investing Activities          
Unrealized gain on securities available-for-sale  $4,217   $1,157 
Transfers of loans held for investment to other real estate owned  $129   $- 
Transfers of other real estate owned to other assets due to FHA receivable  $(129)  $- 

 

See accompanying notes to consolidated financial statements (unaudited).

 

 6 

 

 

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE 1 – BASIS OF PRESENTATION

 

Access National Corporation (the “Corporation”) is a bank holding company incorporated under the laws of the Commonwealth of Virginia. The Corporation owns all of the stock of its subsidiary, Access National Bank (the “Bank”), which is an independent commercial bank chartered under federal laws as a national banking association. The Bank has three active wholly owned subsidiaries: Access Real Estate LLC (“Access Real Estate”), a real estate company; ACME Real Estate LLC, a real estate holding company of foreclosed property; and Access Capital Management Holding LLC (“ACM”), a holding company for Capital Fiduciary Advisors, L.L.C., Access Investment Services, L.L.C., and Access Insurance Group, L.L.C.

 

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with rules and regulations of the Securities and Exchange Commission (“SEC”). The statements do not include all of the information and footnotes required by GAAP for complete financial statements. All adjustments have been made which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Such adjustments are all of a normal and recurring nature. All significant inter-company accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2016. These consolidated financial statements should be read in conjunction with the Corporation’s audited financial statements and the notes thereto as of December 31, 2015, included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

 

The Corporation has evaluated subsequent events for potential recognition and/or disclosure in this Quarterly Report on Form 10-Q through the date these consolidated financial statements were issued.

 

NOTE 2 – STOCK-BASED COMPENSATION PLANS

 

During the first nine months of 2016, the Corporation granted 122,050 stock options to officers, directors, and employees under the 2009 Stock Option Plan (the “Plan”). Options granted under the Plan have an exercise price equal to the fair market value as of the grant date. Options granted vest over various periods ranging from two and one-half years to four years and expire one year after the full vesting date. Stock–based compensation expense recognized in other operating expense during the first nine months of 2016 and 2015 was $251 thousand and $256 thousand, respectively. The fair value of options is estimated on the date of grant using a Black Scholes option-pricing model with the assumptions noted below.

 

The total unrecognized compensation cost related to non-vested share based compensation arrangements granted under the Plan as of September 30, 2016 was $605,953. The cost is expected to be recognized over a weighted average period of 1.25 years.

 

 7 

 

 

NOTE 2 – STOCK-BASED COMPENSATION PLANS (continued)

 

A summary of stock option activity under the Plan for the nine months ended September 30, 2016 and 2015 is presented as follows:

 

   Nine Months Ended             
   September 30, 2016             
                 
Expected life of options granted, in years   4.33                
Risk-free interest rate   1.26%               
Expected volatility of stock   30%               
Annual expected dividend yield   3%               
                     
Fair Value of Granted Options  $433,479                
Non-Vested Options   303,539                
                     
           Weighted Avg.     
   Number of   Weighted Avg.   Remaining Contractual   Aggregate Intrinsic 
   Options   Exercise Price   Term, in years   Value 
                 
Outstanding at beginning of year   407,832   $15.33    2.81   $2,091,196 
Granted   122,050    18.39    4.33    - 
Exercised   (41,351)   12.18    1.02    301,198 
Lapsed or Canceled   (8,700)  $16.16    2.59   $- 
                     
Outstanding at September 30, 2016   479,831   $16.37    2.72   $3,614,016 
                     
Exercisable at September 30, 2016   176,292   $14.43    1.67   $1,669,471 
                     
   Nine Months Ended             
   September 30, 2015             
                 
Expected life of options granted, in years   4.31                
Risk-free interest rate   1.06%               
Expected volatility of stock   30%               
Annual expected dividend yield   3%               
                     
Fair value of granted options  $344,039                
Non-vested options   298,443                
                     
           Weighted Avg.     
   Number of   Weighted Avg.   Remaining Contractual   Aggregate Intrinsic 
   Options   Exercise Price   Term, in years   Value 
                 
Outstanding at beginning of year   316,423   $14.02    3.20   $917,215 
Granted   121,934    17.96    4.31    - 
Exercised   (6,541)   10.62    1.59    53,679 
Lapsed or canceled   (4,050)  $16.40    2.76   $- 
                     
Outstanding at September 30, 2015   427,766   $15.17    2.99   $2,223,049 
                     
Exercisable at September 30, 2015   129,323   $13.03    2.14   $949,542 

 

NOTE 3 – SECURITIES

 

The following table provides the amortized cost and fair value for the categories of available-for-sale securities and held-to-maturity securities at September 30, 2016 and December 31, 2015. Held-to-maturity securities are carried at amortized cost, which reflects historical cost, adjusted for amortization of premiums and accretion of discounts. Available-for-sale securities are carried at estimated fair value with net unrealized gains or losses reported on an after tax basis as a component of accumulated other comprehensive income in shareholders’ equity. The estimated fair value of available-for-sale securities is impacted by interest rates, credit spreads, market volatility, and liquidity.

 

 8 

 

 

NOTE 3 – SECURITIES (continued)

 

   September 30, 2016 
   Amortized Cost   Gross
Unrealized
Gains
   Gross
Unrealized
(Losses)
   Estimated
Fair Value
 
       (In Thousands)     
Available-for-sale:                    
U.S. Government agencies  $5,111   $119   $-   $5,230 
Mortgage backed securities   124,439    1,649    (368)   125,720 
Corporate bonds   8,716    76    -    8,792 
Asset backed securities   13,251    19    (194)   13,076 
Certificates of deposit   1,976    64    -    2,040 
Municipals - nontaxable   33,294    845    (157)   33,982 
CRA Mutual fund   1,500    -    (75)   1,425 
   $188,287   $2,772   $(794)  $190,265 
                     
Held-to-maturity:                    
U.S. Government agencies  $5,000   $89   $-   $5,089 
Municipals   2,606    135    -    2,741 
Municipals - nontaxable   1,608    37    -    1,645 
   $9,214   $261   $-   $9,475 

 

   December 31, 2015 
   Amortized Cost   Gross
Unrealized
Gains
   Gross
Unrealized
(Losses)
   Estimated
Fair Value
 
       (In Thousands)     
Available-for-sale:                    
U.S. Government agencies  $19,124   $5   $(225)  $18,904 
Mortgage backed securities   97,270    31    (1,224)   96,077 
Corporate bonds   8,967    20    (28)   8,959 
Asset backed securities   14,312    18    (299)   14,031 
Certificates of deposit   1,976    -    (9)   1,967 
Municipals - nontaxable   18,559    287    (32)   18,814 
CRA Mutual fund   1,500    -    (90)   1,410 
   $161,708   $361   $(1,907)  $160,162 
                     
Held-to-maturity:                    
U.S. Government agencies  $9,987   $50   $(33)  $10,004 
Municipals   2,615    43    (14)   2,644 
Municipals - nontaxable   1,685    -    (19)   1,666 
   $14,287   $93   $(66)  $14,314 

 

 9 

 

 

NOTE 3 – SECURITIES (continued)

 

The amortized cost and estimated fair value of securities available-for-sale and held-to-maturity as of September 30, 2016 and December 31, 2015 by contractual maturity are shown below. Actual maturities may differ from contractual maturities because some of the securities may be called or prepaid without any penalties.

 

   September 30, 2016   December 31, 2015 
       Estimated       Estimated 
   Amortized   Fair   Amortized   Fair 
   Cost   Value   Cost   Value 
   (In Thousands) 
Available-for-sale:                    
US Government agencies:                    
Due after one through five years  $-   $-   $4,000   $4,006 
Due after five through ten years   5,111    5,230    15,124    14,898 
Mortgage backed securities:                    
Due after one through five years   24,001    24,512    10,913    10,845 
Due after five through ten years   25,067    25,902    41,313    40,902 
Due after ten through fifteen years   14,634    14,682    14,796    14,511 
Due after fifteen years   60,737    60,624    30,248    29,819 
Corporate bonds:                    
Due after one through five years   8,716    8,792    8,967    8,959 
Asset backed securities:                    
Due after five through ten years   3,085    3,008    3,101    3,002 
Due after fifteen years   10,166    10,068    11,211    11,029 
Certificate of deposits:                    
Due after one through five years   1,976    2,040    1,976    1,967 
Municipals - nontaxable:                    
Due after one through five years   2,657    2,730    -    - 
Due after five through ten years   5,043    5,183    3,607    3,633 
Due after ten through fifteen years   13,097    13,598    7,209    7,363 
Due after fifteen years   12,497    12,471    7,743    7,818 
CRA Mutual fund   1,500    1,425    1,500    1,410 
Total  $188,287   $190,265   $161,708   $160,162 
                     
Held-to-maturity:                    
US Government agencies:                    
Due after one through five years  $5,000   $5,089   $5,000   $5,050 
Due after five through ten years   -    -    4,987    4,954 
Municipals:                    
Due after five through ten years   2,050    2,182    1,486    1,499 
Due after ten through fifteen years   556    559    1,129    1,145 
Municipals - nontaxable:                    
Due after one through five years   1,608    1,645    -    - 
Due after ten through fifteen years   -    -    1,404    1,387 
Due after fifteen years   -    -    281    279 
Total  $9,214   $9,475   $14,287   $14,314 

 

The estimated fair value of securities pledged to secure public funds, securities sold under agreements to repurchase, credit lines with the Federal Reserve Bank (“FRB”), and debtor-in-possession accounts amounted to $170.5 million at September 30, 2016 and $147.9 million at December 31, 2015.

 

 10 

 

 

NOTE 3 – SECURITIES (continued)

 

Securities available-for-sale and held-to-maturity that had an unrealized loss position at September 30, 2016 and December 31, 2015 are as follows:

 

   Securities in a loss   Securities in a loss         
   Position for less than   Position for 12 Months         
   12 Months   or Longer   Total 
September 30, 2016  Estimated       Estimated       Estimated     
   Fair   Unrealized   Fair   Unrealized   Fair   Unrealized 
   Value   Losses   Value   Losses   Value   Losses 
   (In Thousands) 
Investment securities available-for-sale:                              
                               
Mortgage backed securities  $42,729   $(354)  $9,272   $(14)  $52,001   $(368)
Municipals - nontaxable   13,697    (157)   -    -    13,697    (157)
Asset backed securities   -    -    7,249    (194)   7,249    (194)
CRA Mutual fund   -    -    1,425    (75)   1,425    (75)
Total  $56,426   $(511)  $17,946   $(283)  $74,372   $(794)

 

   Securities in a loss   Securities in a loss         
   Position for less than   Position for 12 Months         
   12 Months   or Longer   Total 
December 31, 2015  Estimated       Estimated       Estimated     
   Fair   Unrealized   Fair   Unrealized   Fair   Unrealized 
   Value   Losses   Value   Losses   Value   Losses 
   (In Thousands) 
Investment securities available-for-sale:                              
                               
Mortgage backed securities  $63,327   $(774)  $29,375   $(450)  $92,702   $(1,224)
U.S. Government agencies   5,040    (85)   9,858    (140)   14,898    (225)
Municipals - nontaxable   3,696    (32)   -    -    3,696    (32)
Corporate bonds   -    -    7,066    (28)   7,066    (28)
Asset backed securities   -    -    9,531    (299)   9,531    (299)
Certificate of deposits   1,967    (9)   -    -    1,967    (9)
CRA Mutual fund   -    -    1,410    (90)   1,410    (90)
Total  $74,030   $(900)  $57,240   $(1,007)  $131,270   $(1,907)
                               
Investment securities held-to-maturity:                              
                               
U.S. Government agencies  $-   $-   $4,954   $(33)  $4,954   $(33)
Municipals - nontaxable   1,666    (19)   -    -    1,666    (19)
Municipals   1,600    (14)   -    -    1,600    (14)
Total  $3,266   $(33)  $4,954   $(33)  $8,220   $(66)

 

The Corporation evaluates securities for other than temporary impairment (“OTTI”) on a quarterly basis and more frequently when economic or market conditions warrant such evaluation. Consideration is given to various factors in determining whether the Corporation anticipates a recovery in fair value such as: the length of time and extent to which the fair value has been less than cost, and the financial condition and underlying credit quality of the issuer. When analyzing an issuer’s financial condition, the Corporation may consider whether the securities are issued by the federal government or its agencies, the sector or industry trends affecting the issuer, and whether any recent downgrades by bond rating agencies have occurred.

 

 11 

 

 

NOTE 3 – SECURITIES (continued)

 

Mortgage backed securities

The Corporation’s unrealized losses on mortgage backed securities were caused by interest rate fluctuations. At September 30, 2016, nineteen securities had unrealized losses of $368 thousand. As these securities are Ginnie Mae and government sponsored entity securities backed by the United States Government, the Corporation’s intent to hold these securities until a market price recovery or maturity, and the determination that it is more likely than not that the Corporation will not be required to sell these securities before their anticipated recoveries, the Corporation does not consider these investments other than temporarily impaired.

 

Asset backed securities

The Corporation’s unrealized losses on its asset backed securities were caused by interest rate fluctuations. At September 30, 2016, four securities had unrealized losses of $194 thousand. Based on the credit quality of the issuers, the Corporation’s intent to hold these securities until a market price recovery, and the determination that it is more likely than not that the Corporation will not be required to sell the securities before their anticipated recovery, the Corporation does not consider these investments other than temporarily impaired.

 

Mutual fund

The Corporation’s unrealized loss on its mutual fund investment was caused by interest rate fluctuations. At September 30, 2016, this one security had an unrealized loss of $75 thousand. Based on the credit quality of the issuer, the Corporation’s intent to hold this security until a market price recovery, and the determination that it is more likely than not that the Corporation will not be required to sell this security before its anticipated recovery, the Corporation does not consider this investment other than temporarily impaired.

 

Municipal

The Corporation’s unrealized losses on its municipal investments were caused by interest rate fluctuations. At September 30, 2016, eleven available-for-sale municipal investments had unrealized losses of $157 thousand. Based on the credit quality of the issuers, the Corporation’s intent to hold these securities until a market price recovery, and the determination that it is more likely than not that the Corporation will not be required to sell these securities before their anticipated recovery, the Corporation does not consider these investments other than temporarily impaired.

 

 12 

 

 

NOTE 3 – SECURITIES (continued)

 

Restricted Stock

 

The Corporation’s restricted stock consists of Federal Home Loan Bank of Atlanta (“FHLB”) stock and FRB stock. The amortized costs of the restricted stock as of September 30, 2016 and December 31, 2015 are as follows:

 

   September 30, 2016   December 31, 2015 
   (In Thousands) 
Restricted Stock:          
           
FRB stock  $999   $999 
           
FHLB stock   5,310    6,260 
   $6,309   $7,259 

 

Securities Sold Under Agreements to Repurchase (Repurchase Agreements)

 

The Corporation enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Corporation may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Corporation to repurchase the assets. As a result, these repurchase agreements are accounted for as collateralized financing agreements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability in the Corporation’s consolidated balance sheets, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. In other words, there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities. In addition, as the Corporation does not enter into reverse repurchase agreements, there is no such offsetting to be done with the repurchase agreements.

 

The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Corporation be in default (e.g., fails to make an interest payment to the counterparty). The collateral is held by a third-party financial institution in the Corporation’s custodial account. The Corporation has the right to sell or repledge the investment securities. The risks and rewards associated with the investment securities pledged as collateral (e.g. a decline or rise in the fair value of the investments) remains with the Corporation. As of September 30, 2016 and December 31, 2015, the obligations outstanding under these repurchase agreements totaled $16.3 million and $21.1 million, respectively, and were comprised of overnight sweep accounts. The fair value of the securities pledged in connection with these repurchase agreements at September 30, 2016 was $19.7 million in total and consisted of $4.9 million in municipal securities, $4.9 in mortgage backed securities, $6.0 million in corporate bonds, $2.5 million in asset backed securities, and $1.4 million in mutual funds. The fair value of the securities pledged in connection with these repurchase agreements at December 31, 2015 was $24.3 million in total and consisted of $6.7 million in municipal securities, $4.9 million in mortgage backed securities, $6.2 million in corporate bonds, and $6.5 million in asset backed securities.

 

 13 

 

 

NOTE 4 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES

 

The following table presents the composition of the loans held for investment portfolio at September 30, 2016 and December 31, 2015:

 

   Composition of Loan Portfolio 
   September 30, 2016   December 31, 2015 
   Amount   Percentage of
Total
   Amount   Percentage of
Total
 
   (Dollars In Thousands) 
Commercial real estate-owner occupied  $238,224    24.65%  $219,877    24.77%
Commercial real estate-non-owner occupied   174,342    18.04    147,580    16.63 
Residential real estate   202,605    20.96    201,447    22.70 
Commercial   264,794    27.40    242,527    27.33 
Real estate construction   79,621    8.24    66,003    7.44 
Consumer   6,959    0.71    10,044    1.13 
Total loans  $966,545    100.00%  $887,478    100.00%
Less allowance for loan losses   14,696         13,563      
   $951,849        $873,915      

 

Unearned income and net deferred loan fees and costs totaled $2.1 million and $2.0 million at September 30, 2016 and December 31, 2015, respectively. Loans pledged to secure borrowings at the FHLB totaled $263.0 million and $247.9 million at September 30, 2016 and December 31, 2015, respectively.

 

Allowance for Loan Losses

 

The allowance for loan losses totaled $14.7 million at September 30, 2016 compared to $13.6 million at year end December 31, 2015. The allowance for loan losses was equivalent to 1.52% and 1.53% of total loans held for investment at September 30, 2016 and December 31, 2015, respectively. Adequacy of the allowance is assessed and the allowance is increased by provisions for loan losses charged to expense no less than quarterly. Charge-offs are taken when a loan is identified as uncollectible.

 

The methodology by which we systematically determine the amount of our allowance is set forth by the Board of Directors in our Loan Policy and implemented by management. The results of the analysis are documented, reviewed, and approved by the Board of Directors no less than quarterly.

 

The level of the allowance for loan losses is determined by management through an ongoing, detailed analysis of historical loss rates and risk characteristics. During each quarter, management evaluates the collectability of all loans in the portfolio and ensures an accurate risk rating is assigned to each loan. The risk rating scale and definitions commonly adopted by the Federal Banking Agencies is contained within the framework prescribed by the Bank’s Loan Policy. Any loan that is deemed to have potential or well defined weaknesses that may jeopardize collection in full is then analyzed to ascertain its level of weakness. If appropriate, the loan may be charged-off or a specific reserve may be assigned if the loan is deemed to be impaired.

 

During the risk rating verification process, each loan identified as inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged is considered impaired and is placed on non-accrual status. On these loans, management analyzes the potential impairment of the individual loan and may set aside a specific reserve. Any amounts deemed uncollectible during that analysis are charged-off.

 

 14 

 

 

NOTE 4 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (continued)

 

For the remaining loans in each segment, the Bank calculates the probability of loss as a group using the risk rating for each of the following loan types: Commercial Real Estate - Owner Occupied, Commercial Real Estate - Non-Owner Occupied, Residential Real Estate, Commercial, Real Estate Construction, and Consumer. Management calculates the historical loss rate in each group by risk rating using a period of at least six years. This historical loss rate may then be adjusted based on management’s assessment of internal and external environmental factors. While management may consider other factors, the analysis generally includes factors such as unemployment, office vacancy rates, and any concentrations that exist within the portfolio. This adjustment is meant to account for changes between the historical economic environment and current conditions and for changes in the ongoing management of the portfolio which affects the loans’ potential losses.

 

Once complete, management compares the condition of the portfolio using several different characteristics, as well as its experience, to the experience of other banks in its peer group in order to determine if it is directionally consistent with others’ experience in our area and line of business. Based on that analysis, management aggregates the probabilities of loss of the remaining portfolio based on the specific and general allowances and may provide additional amounts to the allowance for loan losses as needed. Since this process involves estimates, the allowance for loan losses may also contain an amount that is non-material which is not allocated to a specific loan or to a group of loans but is deemed necessary to absorb additional losses in the portfolio.

 

Management and the Board of Directors subject the reserve adequacy and methodology to a review on a regular basis by internal auditors, external auditors and bank regulators, and such reviews have not resulted in any material adjustment to the allowance.

 

 15 

 

 

NOTE 4 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (continued)

 

The following tables provide detailed information about the allowance for loan losses as of and for the periods indicated.

 

   Allowance for Loan Losses 
     
Three months ended September 30, 2016  Commercial real
estate - owner
occupied
   Commercial real
estate - non-owner
occupied
   Residential
real estate
   Commercial   Real estate
construction
   Consumer   Total 
   (In Thousands) 
Allowance for credit losses:                                   
Beginning Balance  $3,142   $1,969   $2,854   $4,574   $1,178   $117   $13,834 
Charge-offs   -    -    -    -    -    -    - 
Recoveries   -    -    9    103    -    -    112 
Provisions   (141)   171    (229)   909    73    (33)   750 
Ending Balance  $3,001   $2,140   $2,634   $5,586   $1,251   $84   $14,696 

 

Nine months ended September 30, 2016  Commercial real
estate - owner
occupied
   Commercial real
estate - non-owner
occupied
   Residential
real estate
   Commercial   Real estate
construction
   Consumer   Total 
   (In Thousands) 
Allowance for credit losses:                                   
Beginning Balance  $3,042   $1,862   $2,862   $4,612   $1,056   $129   $13,563 
Charge-offs   -    -    -    -    -    -    - 
Recoveries   -    -    30    233    -    -    263 
Provisions   (41)   278    (258)   741    195    (45)   870 
Ending Balance  $3,001   $2,140   $2,634   $5,586   $1,251   $84   $14,696 

 

   Allowance for Loan Losses 
     
Three months ended September 30, 2015  Commercial real
estate - owner
occupied
   Commercial real
estate - non-owner
occupied
   Residential
real estate
   Commercial   Real estate
construction
   Consumer   Total 
   (In Thousands) 
Allowance for credit losses:                                   
Beginning Balance  $3,358   $1,859   $3,174   $4,333   $665   $120   $13,509 
Charge-offs   -    -    -    (72)   -    -    (72)
Recoveries   -    -    12    25    -    -    37 
Provisions   (90)   (42)   (236)   245    123    -    - 
Ending Balance  $3,268   $1,817   $2,950   $4,531   $788   $120   $13,474 

 

Nine months ended September 30, 2015  Commercial real
estate - owner
occupied
   Commercial real
estate - non-owner
occupied
   Residential
real estate
   Commercial   Real estate
construction
   Consumer   Total 
Allowance for credit losses:                                   
Beginning Balance  $3,229   $1,894   $3,308   $4,284   $596   $88   $13,399 
Charge-offs   -    -    -    (186)   -    -    (186)
Recoveries   -    -    50    61    -    -    111 
Provisions   39    (77)   (408)   372    192    32    150 
Ending Balance  $3,268   $1,817   $2,950   $4,531   $788   $120   $13,474 

 

   Recorded Investment in Loans 
                             
September 30, 2016  Commercial real
estate - owner
occupied
   Commercial real
estate - non-owner
occupied
   Residential
real estate
   Commercial   Real estate
construction
   Consumer   Total 
   (In Thousands) 
Allowance                                   
Ending balance:  $3,001   $2,140   $2,634   $5,586   $1,251   $84   $14,696 
Ending balance: individually evaluated for impairment  $-   $-   $-   $1,490   $284   $-   $1,774 
Ending balance: collectively evaluated for impairment  $3,001   $2,140   $2,634   $4,096   $967   $84   $12,922 
Ending balance: loans acquired with deteriorated credit quality  $-   $-   $-   $-   $-   $-   $- 
                                    
Loans                                   
Ending balance  $238,224   $174,342   $202,605   $264,794   $79,621   $6,959   $966,545 
Ending balance: individually evaluated for impairment  $550   $-   $176   $5,272   $1,001   $-   $6,999 
Ending balance: collectively evaluated for impairment  $237,674   $174,342   $202,429   $259,522   $78,620   $6,959   $959,546 
Ending balance: loans acquired with deteriorated credit quality  $-   $-   $-   $-   $-   $-   $- 

 

December 31, 2015  Commercial real
estate - owner
occupied
   Commercial real
estate - non-owner
occupied
   Residential
real estate
   Commercial   Real estate
construction
   Consumer   Total 
   (In Thousands) 
Allowance                                   
Ending balance:  $3,042   $1,862   $2,862   $4,612   $1,056   $129   $13,563 
Ending balance: individually evaluated for impairment  $-   $-   $-   $-   $200   $-   $200 
Ending balance: collectively evaluated for impairment  $3,042   $1,862   $2,862   $4,612   $856   $129   $13,363 
Ending balance: loans acquired with deteriorated credit quality  $-   $-   $-   $-   $-   $-   $- 
                                    
Loans                                   
Ending balance:  $219,877   $147,580   $201,447   $242,527   $66,003   $10,044   $887,478 
Ending balance: individually evaluated for impairment  $349   $5,487   $346   $1,389   $1,046   $-   $8,617 
Ending balance: collectively evaluated for impairment  $219,528   $142,093   $201,101   $241,138   $64,957   $10,044   $878,861 
Ending balance: loans acquired with deteriorated credit quality  $-   $-   $-   $-   $-   $-   $- 

 

 16 

 

 

NOTE 4 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (continued)

 

Identifying and Classifying Portfolio Risks by Risk Rating

 

At origination, loans are categorized into risk categories based upon original underwriting. Subsequent to origination, management evaluates the collectability of all loans in the portfolio and assigns a proprietary risk rating. Ratings range from the highest to lowest quality based on factors including measurements of ability to pay, collateral type and value, borrower stability, management experience, and credit enhancements. These ratings are consistent with the bank regulatory rating system.

 

A loan may have portions of its balance in one rating and other portions in a different rating. The Bank may use these “split ratings” when factors cause loan loss risk to exist for part but not all of the principal balance. Split ratings may also be used where cash collateral or a government agency has provided a guaranty that partially covers a loan.

 

For clarity of presentation, the Corporation’s loan portfolio is profiled below in accordance with the risk rating framework that has been commonly adopted by the federal banking agencies. The definitions of the various risk rating categories are as follows:

 

Pass - The condition of the borrower and the performance of the loan is satisfactory or better.

 

Special mention - A special mention asset has one or more potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date.

 

Substandard - A substandard asset is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the bank will sustain some loss if the deficiencies are not corrected.

 

Doubtful - An asset classified doubtful has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

 

Loss - Assets classified loss are considered uncollectible and their continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, and a partial recovery may be effected in the future.

 

The Bank did not have any loans classified as loss at September 30, 2016 or December 31, 2015. It is the Bank’s policy to charge-off any loan once the risk rating is classified as loss.

 

 17 

 

 

NOTE 4 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (continued)

 

The profile of the loan portfolio, as indicated by risk rating, as of September 30, 2016 and December 31, 2015 is shown below.

 

   September 30, 2016 
Credit Risk Profile by Risk Rating  Pass   Special Mention   Substandard   Doubtful   Loss   Unearned
Income
   Total Loans 
   (In Thousands) 
Commercial real estate - owner occupied  $233,957   $1,224   $3,567   $-   $-   $(524)  $238,224 
Commercial real estate - non-owner occupied   174,625    303    -    -    -    (586)   174,342 
Residential real estate   201,350    1,413    -    -    -    (158)   202,605 
Commercial   239,894    3,108    22,252    -    -    (460)   264,794 
Real estate construction   79,040    -    1,001    -    -    (420)   79,621 
Consumer   6,959    -    -    -    -    -    6,959 
Total  $935,825   $6,048   $26,820   $-   $-   $(2,148)  $966,545 

 

   December 31, 2015 
Credit Risk Profile by Risk Rating  Pass   Special Mention   Substandard   Doubtful   Loss   Unearned
Income
   Total Loans 
   (In Thousands) 
Commercial real estate - owner occupied  $214,613   $2,506   $3,245   $-   $-   $(487)  $219,877 
Commercial real estate - non-owner occupied   142,146    316    5,487    -    -    (369)   147,580 
Residential real estate   201,308    -    346    -    -    (207)   201,447 
Commercial   213,559    11,653    17,732    -    -    (417)   242,527 
Real estate construction   65,476    -    1,046    -    -    (519)   66,003 
Consumer   10,042    -    -    -    -    2    10,044 
Total  $847,144   $14,475   $27,856   $-   $-   $(1,997)  $887,478 

 

Loans listed as non-performing are also placed on non-accrual status. The accrual of interest is discontinued at the time a loan is 90 days delinquent or when the credit deteriorates and there is doubt that the credit will be paid as agreed, unless the credit is well-secured and in process of collection. Once the loan is on non-accrual status, all accrued but unpaid interest is also charged-off, and all payments are used to reduce the principal balance. Once the principal balance is repaid in full, additional payments are taken into income. A loan may be returned to accrual status if the borrower shows renewed willingness and ability to repay under the term of the loan agreement. The risk profile based upon payment activity is shown below.

 

 18 

 

 

NOTE 4 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (continued)

 

   For the Period Ended, September 30, 2016 
Credit Risk Profile Based on Payment Activity  Performing   Non-Performing   Total Loans 
   (In Thousands) 
Commercial real estate - owner occupied  $238,011   $213   $238,224 
Commercial real estate - non-owner occupied   174,342    -    174,342 
Residential real estate   202,605    -    202,605 
Commercial   260,163    4,631    264,794 
Real estate construction   78,620    1,001    79,621 
Consumer   6,959    -    6,959 
Total  $960,700   $5,845   $966,545 

 

   For the Period Ended, December 31, 2015 
Credit Risk Profile Based on Payment Activity  Performing   Non-Performing   Total Loans 
   (In Thousands) 
Commercial real estate - owner occupied  $219,877   $-   $219,877 
Commercial real estate - non-owner occupied   142,094    5,486    147,580 
Residential real estate   201,284    163    201,447 
Commercial   241,805    722    242,527 
Real estate construction   64,957    1,046    66,003 
Consumer   10,044    -    10,044 
Total  $880,061   $7,417   $887,478 

 

Loans are considered past due if a contractual payment is not made by the calendar day after the payment is due. However, for reporting purposes loans past due 1 to 29 days are excluded from loans past due and are included in the total for current loans in the table below. The delinquency status of the loans in the portfolio is shown below as of September 30, 2016 and December 31, 2015. Loans that were on non-accrual status are not included in any past due amounts.

 

   Age Analysis of Past Due Loans 
     
   September 30, 2016 
   30-59 Days
Past Due
   60-89 Days
Past Due
   Greater than
90 Days
   Total Past
Due
   Non-accrual
Loans
   Current
Loans
   Total
Loans
 
   (In Thousands) 
Commercial real estate - owner occupied  $308   $-   $-   $308   $213   $237,703   $238,224 
Commercial real estate - non-owner occupied   -    -    -    -    -    174,342    174,342 
Residential real estate   -    98    -    98    -    202,507    202,605 
Commercial   -    -    -    -    4,631    260,163    264,794 
Real estate construction   -    -    -    -    1,001    78,620    79,621 
Consumer   -    -    -    -    -    6,959    6,959 
Total  $308   $98   $-   $406   $5,845   $960,294   $966,545 

 

   December 31, 2015 
   30-59 Days
Past Due
   60-89 Days
Past Due
   Greater than
90 Days
   Total Past
Due
   Non-accrual
Loans
   Current
Loans
   Total
Loans
 
   (In Thousands) 
Commercial real estate - owner occupied  $-   $-   $-   $-   $-   $219,877   $219,877 
Commercial real estate - non-owner occupied   -    -    -    -    5,486    142,094    147,580 
Residential real estate   -    -    -    -    163    201,284    201,447 
Commercial   -    -    -    -    722    241,805    242,527 
Real estate construction   -    -    -    -    1,046    64,957    66,003 
Consumer   -    -    -    -    -    10,044    10,044 
Total  $-   $-   $-   $-   $7,417   $880,061   $887,478 

 

 19 

 

 

NOTE 4 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (continued)

 

Troubled Debt Restructurings

 

A troubled debt restructuring (“TDR”) is a formal restructure of a loan when the Bank, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to a borrower. The Bank classifies these transactions as a TDR if the transaction meets the following conditions: an existing credit agreement must be formally renewed, extended and/or modified; the borrower must be experiencing financial difficulty; and the Bank has granted a concession that it would not otherwise consider.

 

Once identified as a TDR, a loan is considered to be impaired, and an impairment analysis is performed for the loan individually, rather than under a general loss allowance based on the loan type and risk rating. Any resulting shortfall is charged-off. This method is used consistently for all segments of the portfolio.

 

Normally, loans identified as TDRs would be placed on non-accrual status and considered non-performing until sufficient history of timely collection or payment has occurred that allows them to return to performing status, generally 6 months.

 

One loan with a balance of $500 thousand was modified in connection with a troubled debt restructuring during the nine month period ended September 30, 2016. One real estate construction loan was modified during the nine months ended September 30, 2015 with an outstanding balance at September 30, 2016 of $1.0 million.

 

Impaired Loans

 

A loan is classified as impaired when it is deemed probable by management’s analysis that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement, or the recorded investment in the impaired loan is greater than the present value of expected future cash flows, discounted at the loan’s effective interest rate. In the case of an impaired loan, management conducts an analysis which identifies if a quantifiable potential loss exists, and takes the necessary steps to record that loss when it has been identified as uncollectible.

 

As the ultimate collectability of the total principal of an impaired loan is in doubt, the loan is placed on nonaccrual status with all payments applied to principal under the cost-recovery method. As the Bank does not utilize the cash-basis method of accounting for impaired loans, the Bank did not recognize interest income in association with its impaired loans during 2016.

 

 20 

 

 

NOTE 4 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (continued)

 

The table below shows the results of management’s analysis of impaired loans as of September 30, 2016 and December 31, 2015.

 

   Impaired Loans 
   September 30, 2016   December 31, 2015 
   Recorded
investment
   Unpaid principal
balance
   Related
allowance
   Recorded
investment
   Unpaid principal
balance
   Related
allowance
 
   (In Thousands) 
With no specific related allowance recorded:                              
Commercial real estate - owner occupied  $213   $214   $-   $-   $-   $- 
Commercial real estate - non-owner occupied   -    -    -    5,486    5,783    - 
Residential real estate   -    -    -    163    163    - 
Commercial   -    -    -    722    1,743    - 
Real estate construction   -    -    -    -    -    - 
Consumer   -    -    -    -    -    - 
With a specific related allowance recorded:                              
Commercial real estate - owner occupied  $-   $-   $-   $-   $-   $- 
Commercial real estate - non-owner occupied   -    -    -    -    -    - 
Residential real estate   -    -    -    -    -    - 
Commercial   4,631    5,745    1,490    -    -    - 
Real estate construction   1,001    1,027    284    1,046    1,046    200 
Consumer   -    -    -    -    -    - 
Total:                              
Commercial real estate - owner occupied  $213   $214   $-   $-   $-   $- 
Commercial real estate - non-owner occupied   -    -    -    5,486    5,783    - 
Residential real estate   -    -    -    163    163    - 
Commercial   4,631    5,745    1,490    722    1,743    - 
Real estate construction   1,001    1,027    284    1,046    1,046    200 
Consumer   -    -    -    -    -    - 
   $5,845   $6,986   $1,774   $7,417   $8,735   $200 

 

The table below shows the average recorded investment in impaired loans for the periods presented.

 

   Three Months Ended   Nine Months Ended 
   September 30, 2016   September 30, 2015   September 30, 2016   September 30, 2015 
   Average Recorded
Investment
   Average Recorded
Investment
   Average Recorded
Investment
   Average Recorded
Investment
 
   (In Thousands) 
Commercial real estate - owner occupied  $67   $352   $23   $354 
Commercial real estate - non-owner occupied   -    5,737    2,423    3,955 
Residential real estate   23    391    45    377 
Commercial   4,969    2,564    4,970    2,601 
Real estate construction   1,003    1,102    1,022    1,118 
Consumer   -    -    -    - 
   $6,062   $10,146   $8,483   $8,405 

 

NOTE 5 – SEGMENT REPORTING

 

The Corporation has three reportable segments: traditional commercial banking, mortgage banking, and wealth management. Revenues from commercial banking operations consist primarily of interest earned on loans and securities and fees from deposit services. Mortgage banking operating revenues consist principally of interest earned on mortgage loans held for sale, gains on sales of loans in the secondary mortgage market, and loan origination fee income. Wealth management operating revenues consist principally of transactional fees charged to clients as well as fees for portfolio asset management.

 

 21 

 

 

NOTE 5 – SEGMENT REPORTING (continued)

 

The commercial banking segment provides the mortgage banking segment (“Mortgage Division”) with the short-term funds needed to originate mortgage loans through a warehouse line of credit and charges the mortgage banking segment interest based on the prime rate. These transactions are eliminated in the consolidation process.

 

The “Other” column in the following table includes the operations of the Corporation and Access Real Estate. The primary source of income for the Corporation is derived from dividends from the Bank and its primary expense relates to costs incurred by the Corporation in connection with its annual audits and directors fees. The primary source of income for Access Real Estate is derived from rents received from the Bank.

 

The following table presents segment information as of and for the three months ended September 30, 2016 and 2015:

 

   Commercial   Mortgage   Wealth           Consolidated 
September 30, 2016  Banking   Banking   Management   Other   Eliminations   Totals 
   (In Thousands) 
Revenues:                              
Interest income  $12,531   $574   $-   $5   $(332)  $12,778 
Gain on sale of loans   -    8,316    -    -    -    8,316 
Other revenues   682    (1,060)   773    289    (315)   369 
Total revenues   13,213    7,830    773    294    (647)   21,463 
                               
Expenses:                              
Interest expense   1,640    261    -    66    (332)   1,635 
Salaries and employee benefits   3,977    3,664    567    -    -    8,208 
Other expenses   2,578    1,491    233    724    (315)   4,711 
Total operating expenses   8,195    5,416    800    790    (647)   14,554 
                               
Income (loss) before income taxes  $5,018   $2,414   $(27)  $(496)  $-   $6,909 
                               
Total assets  $1,290,518   $74,195   $2,894   $18,420   $(23,189)  $1,362,838 

 

   Commercial   Mortgage   Wealth           Consolidated 
September 30, 2015  Banking   Banking   Management   Other   Eliminations   Totals 
   (In Thousands) 
Revenues:                              
Interest income  $10,909   $417   $-   $3   $(173)  $11,156 
Gain on sale of loans   -    5,834    -    -    -    5,834 
Other revenues   809    (954)   701    337    (315)   578 
Total revenues   11,718    5,297    701    340    (488)   17,568 
                               
Expenses:                              
Interest expense   1,063    98    -    71    (173)   1,059 
Salaries and employee benefits   3,533    2,706    464    -    -    6,703 
Other expenses   1,894    1,294    273    630    (315)   3,776 
Total operating expenses   6,490    4,098    737    701    (488)   11,538 
                               
Income (loss) before income taxes  $5,228   $1,199   $(36)  $(361)  $-   $6,030 
                               
Total assets  $1,081,026   $38,246   $1,228   $16,386   $(18,657)  $1,118,229 

 

 22 

 

 

NOTE 5 – SEGMENT REPORTING (continued)

 

The following table presents segment information as of and for the nine months ended September 30, 2016 and 2015:

 

   Commercial   Mortgage   Wealth           Consolidated 
September 30, 2016  Banking   Banking   Management   Other   Eliminations   Totals 
   (In Thousands) 
Revenues:                              
Interest income  $36,379   $1,355   $-   $15   $(654)  $37,095 
Gain on sale of loans   -    19,419    -    -    -    19,419 
Other revenues   2,908    53    2,269    978    (950)   5,258 
Total revenues   39,287    20,827    2,269    993    (1,604)   61,772 
                               
Expenses:                              
Interest expense   4,656    439    -    200    (654)   4,641 
Salaries and employee benefits   12,065    10,563    1,655    -    -    24,283 
Other expenses   6,285    4,127    783    1,943    (950)   12,188 
Total operating expenses   23,006    15,129    2,438    2,143    (1,604)   41,112 
                               
Income (loss) before income taxes  $16,281   $5,698   $(169)  $(1,150)  $-   $20,660 
                               
Total assets  $1,290,518   $74,195   $2,894   $18,420   $(23,189)  $1,362,838 

 

   Commercial   Mortgage   Wealth           Consolidated 
September 30, 2015  Banking   Banking   Management   Other   Eliminations   Totals 
   (In Thousands) 
Revenues:                              
Interest income  $31,522   $1,343   $-   $10   $(656)  $32,219 
Gain on sale of loans   -    15,110    -    -    -    15,110 
Other revenues   2,260    392    1,925    1,043    (932)   4,688 
Total revenues   33,782    16,845    1,925    1,053    (1,588)   52,017 
                               
Expenses:                              
Interest expense   2,884    434    -    211    (656)   2,873 
Salaries and employee benefits   10,028    8,914    1,477    -    -    20,419 
Other expenses   5,578    3,903    740    1,821    (932)   11,110 
Total operating expenses   18,490    13,251    2,217    2,032    (1,588)   34,402 
                               
Income (loss) before income taxes  $15,292   $3,594   $(292)  $(979)  $-   $17,615 
                               
Total assets  $1,081,026   $38,246   $1,228   $16,386   $(18,657)  $1,118,229 

 

 23 

 

 

NOTE 6 – EARNINGS PER SHARE

 

The following table shows the calculation of both basic and diluted earnings per share (“EPS”) for the three and nine months ended September 30, 2016 and 2015, respectively. The numerator of both the basic and diluted EPS is equivalent to net income. The weighted average number of shares outstanding used as the denominator for diluted EPS is increased over the denominator used for basic EPS by the effect of potentially dilutive common stock options utilizing the treasury stock method.

 

   Three Months   Three Months 
   Ended   Ended 
   September 30, 2016   September 30, 2015 
   (In Thousands, Except for Share and Per Share Data) 
         
BASIC EARNINGS PER SHARE:          
Net income  $4,425   $3,944 
Weighted average shares outstanding   10,595,599    10,519,954 
           
Basic earnings per share  $0.42   $0.37 
           
DILUTED EARNINGS PER SHARE:          
Net income  $4,425   $3,944 
Weighted average shares outstanding   10,595,599    10,519,954 
Dilutive stock options   93,568    73,461 
Weighted average diluted shares outstanding   10,689,167    10,593,415 
           
Diluted earnings per share  $0.41   $0.37 

 

   Nine Months   Nine Months 
   Ended   Ended 
   September 30, 2016   September 30, 2015 
   (In Thousands, Except for Share and Per Share Data) 
         
BASIC EARNINGS PER SHARE:          
Net income  $13,398   $11,501 
Weighted average shares outstanding   10,575,088    10,504,086 
           
Basic earnings per share  $1.27   $1.09 
           
DILUTED EARNINGS PER SHARE:          
Net income  $13,398   $11,501 
Weighted average shares outstanding   10,575,088    10,504,086 
Dilutive stock options   69,809    63,087 
Weighted average diluted shares outstanding   10,644,897    10,567,173 
           
Diluted earnings per share  $1.26   $1.09 

 

 24 

 

 

NOTE 7 – COMMITMENTS AND CONTINGENT LIABILITIES

 

As part of its mortgage banking activities, the Mortgage Division enters into interest rate lock commitments, which are commitments to originate loans where the interest rate on the loan is determined prior to funding and the customers have locked into that interest rate. The Mortgage Division then locks in the loan and interest rate with an investor and commits to deliver the loan if settlement occurs (“best efforts”) or commits to deliver the locked loan in a binding (“mandatory”) delivery program with an investor. Certain loans under interest rate lock commitments are covered under forward sales contracts of mortgage backed securities (“MBS”). Forward sales contracts of MBS are recorded at fair value with changes in fair value recorded in noninterest income. Interest rate lock commitments and commitments to deliver loans to investors are considered derivatives. The market value of interest rate lock commitments and best efforts contracts are not readily ascertainable with precision because they are not actively traded in stand-alone markets. The Mortgage Division determines the fair value of interest rate lock commitments and delivery contracts by measuring the fair value of the underlying asset, which is impacted by current interest rates, taking into consideration the probability that the interest rate lock commitments will close or will be funded.

 

Certain additional risks arise from these forward delivery contracts in that the counterparties to the contracts may not be able to meet the terms of the contracts. The Mortgage Division does not expect any counterparty to any MBS to fail to meet its obligation. Additional risks inherent in mandatory delivery programs include the risk that, if the Mortgage Division does not close the loans subject to interest rate risk lock commitments, it will still be obligated to deliver MBS to the counterparty under the forward sales agreement. Should this be required, the Mortgage Division could incur significant costs in acquiring replacement loans or MBS and such costs could have an adverse effect on mortgage banking operations.

 

Since the Mortgage Division’s derivative instruments are not designated as hedging instruments, the fair value of the derivatives are recorded as a freestanding asset or liability with the change in value being recognized in current earnings during the period of change. The Corporation has not elected to apply hedge accounting to the Mortgage Division’s derivative instruments as provided in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging.

 

At September 30, 2016 and December 31, 2015, the Mortgage Division had open forward contracts with a notional value of $83.0 million and $49.0 million, respectively. At September 30, 2016 and December 31, 2015, the Mortgage Division did not have any open mandatory delivery contracts. The open forward delivery contracts are composed of forward sales of MBS. The fair value of these open forward contracts was ($345) thousand and ($54) thousand at September 30, 2016 and December 31, 2015, respectively.

 

Interest rate lock commitments totaled $51.6 million and $26.6 million at September 30, 2016 and December 31, 2015, respectively, and included $6.2 million that were made on a best efforts basis at September 30, 2016 and December 31, 2015. Fair values of these best efforts commitments were $54 thousand and $53 thousand at September 30, 2016 and December 31, 2015, respectively. The remaining hedged interest rate lock commitments totaling $45.4 million and $20.4 million at September 30, 2016 and December 31, 2015 had a fair value of $652 thousand and $275 thousand, respectively.

 

Included in other noninterest income for the nine months ended September 30, 2016 and September 30, 2015 was a net gain of $655 thousand and a net gain of $245 thousand, respectively, relating to derivative instruments. The amount included in other noninterest income for the nine months ended September 30, 2016 and September 30, 2015 pertaining to its hedging activities was a net realized loss of $2.5 million and a net realized loss of $873 thousand, respectively.

 

NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS

 

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers: Topic 606”. This ASU supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition” as well as most industry-specific guidance. The amendments also create a new Subtopic 340-40 “Other Assets and Deferred Costs – Contracts with Customers”. In summary, entities are to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The provisions of ASU 2014-09 are effective for annual periods beginning after December 15, 2017 and interim periods within 2018. The adoption of this guidance should not have a material effect on the Corporation’s financial condition or results of operations.

 

 25 

 

 

NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS (continued)

 

In June 2014, the FASB issued ASU 2014-12, “Compensation – Stock Compensation (Topic 718)”. The amendments in this ASU require a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award, and compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in the ASU are effective for annual periods beginning after December 15, 2015. The adoption of this guidance did not have a material effect on the Corporation’s financial condition or results of operations.

 

In January 2015, the FASB issued ASU 2015-01, “Income Statement – Extraordinary and Unusual Items (Subtopic 225-20)”. This ASU eliminates extraordinary items from US GAAP and will align more closely with International Accounting Standards 1, “Presentation of Financial Statements”. The amendments in the ASU are effective beginning after December 15, 2015. The adoption of this guidance did not have a material effect on the Corporation’s financial condition or results of operations.

 

In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810)”. This ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate consolidation of certain legal entities by reducing the number of consolidation models from four to two and is intended to improve current GAAP. In October 2016, the FASB further issued ASU 2016-17, “Consolidation (Topic 810): Interests Held Through Related Parties That Are Under Common Control.” This ASU changed the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity (VIE) by changing how a reporting entity that is a single decision maker of a VIE treat indirect interests in the entity held through related parties that are under common control with the reporting entity. The amendments in both these ASUs are effective beginning after December 15, 2016. The adoption of both ASUs should not have a material effect on the Corporation’s financial condition or results of operations.

 

In April 2015, the FASB issued ASU 2015-03, “Interest – Imputation of Interest (Subtopic 835-30)”. This ASU requires debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability. The amendments in the ASU are effective beginning after December 15, 2015. The adoption of this guidance did not have a material effect on the Corporation’s financial condition or results of operations.

 

In August 2015, the FASB issued ASU 2015-15, “Interest - Imputation of Interest (Subtopic 835-30)”. This ASU adds language clarifying the Securities and Exchange Commission’s views regarding the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. The amendments in the ASU are effective beginning after December 15, 2015. The adoption of this guidance did not have a material effect on the Corporation’s financial condition or results of operations.

 

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805)”. This ASU requires an acquirer retrospectively adjust provisional amounts recognized in a business combination during the measurement period, in the reporting period in which the adjustment is determined as well as present separately on the face of the income statement or as a disclosure in the notes to the financial statements the portion of the amount recorded in current period earnings that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments in the ASU are effective beginning after December 15, 2015. The adoption of this guidance did not have a material effect on the Corporation’s financial condition or results of operations.

 

 26 

 

 

NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS (continued)

 

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10)”. This ASU requires all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The amendments in the ASU are effective beginning after December 15, 2017. The adoption of this guidance should not have a material effect on the Corporation’s financial condition or results of operations.

 

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. This ASU specifies the accounting for leases in an effort to increase transparency and comparability among organizations. The amendments in the ASU are effective beginning after December 15, 2018. While the adoption of this guidance should not have a material effect on the Corporation’s financial condition or results of operations, management has yet to quantify the impact of this ASU.

 

In March 2016, the FASB issued ASU 2016-05,“Derivatives and Hedging (Topic 815) Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships.” This ASU clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under ASC Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The amendments in the ASU are effective beginning after December 15, 2016 and for interim periods within that year. The adoption of this guidance should not have a material effect on the Corporation’s financial condition or results of operations.

 

In March 2016, the FASB issued ASU 2016-07, “Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting.” The amendments affect all entities that have an investment that becomes qualified for the equity method of accounting as a result of an increase in the level of ownership interest or degree of influence. This ASU simplifies the transition to the equity method of accounting by eliminating retroactive adjustment of the investment when an investment qualifies for use of the equity method, among other things. The amendments in the ASU are effective beginning after December 15, 2016 and for interim periods within that year. The adoption of this guidance should not have a material effect on the Corporation’s financial condition or results of operations.

 

In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” This ASU was issued to clarify certain principal versus agent considerations within the implementation guidance of ASC Topic 606, “Revenue from Contracts with Customers.” The effective date and transition of ASU 2016-08 is the same as the effective date and transition of ASU 2014-09, Revenue from Contracts with Customers (Topic 606), as discussed above. We are currently evaluating the potential impact of ASU 2016-08 on our financial statements.

 

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” Under this ASU all excess tax benefits and tax deficiencies related to share-based payment awards should be recognized as income tax expense or benefit in the income statement during the period in which they occur. Previously, such amounts were recorded in the pool of excess tax benefits included in additional paid-in capital, if such pool was available. Because excess tax benefits are no longer recognized in additional paid-in capital, the assumed proceeds from applying the treasury stock method when computing earnings per share should exclude the amount of excess tax benefits that would have previously been recognized in additional paid-in capital. Additionally, excess tax benefits should be classified along with other income tax cash flows as an operating activity rather than a financing activity, as was previously the case. ASU 2016-09 also provides that an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. ASU 2016-09 changes the threshold to qualify for equity classification (rather than as a liability) to permit withholding up to the maximum statutory tax rates (rather than the minimum as was previously the case) in the applicable jurisdictions. The amendments in the ASU are effective beginning after December 15, 2016 and for interim periods within that year. The adoption of this guidance should not have a material effect on the Corporation’s financial condition or results of operations.

 

 27 

 

 

NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS (continued)

 

In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.” This ASU was issued to clarify ASC Topic 606, “Revenue from Contracts with Customers” related to (i) identifying performance obligations; and (ii) the licensing implementation guidance. The effective date and transition of ASU 2016-10 is the same as the effective date and transition of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” as discussed above. We are currently evaluating the potential impact of ASU 2016-10 on our financial statements.

 

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities by eliminating the probable initial recognition threshold (incurred loss methodology) and requiring entities to reflect its current estimate of all expected credit losses. The amendments in the ASU are effective beginning after December 15, 2019 and for interim periods within that year. Early adoption is permitted beginning after December 15, 2018. Entities will apply the amendments in this ASU through a cumulative-effect adjustment to retained earnings in the first period effective. Management is currently evaluating the potential impact of ASU 2016-13 on its financial statements.

 

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” This ASU was issued to reduce diversity in how certain cash receipts and cash payments are being presented and classified in the statement of cash flows. Guidance provided in the ASU are specific to eight cash flow issues being: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt or other debt instruments with interest rates that are insignificant to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds received from the settlement of life insurance claims; proceeds received from the settlement of bank-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions; and application of the predominance principle. The amendments in the ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied using a retrospective transition method to each period presented. The adoption of this guidance should not have a material effect on the Corporation’s financial condition or results of operations.

 

In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” Under current GAAP, recognition of current and deferred income taxes for an intra-entity asset transfer is prohibited until the asset has been sold to a third party. The amendments in this ASU eliminate the exception for an intra-entity transfer of an asset other than inventory thereby requiring an entity to recognize the income tax consequences when the transfer occurs. The amendments in the ASU are effective beginning after December 15, 2017 and for interim periods within that year. Early adoption is permitted. Entities will apply the amendments in this ASU through a cumulative-effect adjustment to retained earnings in the first period effective. The adoption of this guidance should not have a material effect on the Corporation’s financial condition or results of operations.

 

NOTE 9 – FAIR VALUE

 

Fair value pursuant to FASB ASC 820-10, Fair Value Measurements and Disclosures, is the exchange price, in an orderly transaction that is not a forced liquidation or distressed sale, between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability.  The transaction to sell the asset or transfer the liability is a hypothetical transaction at the measurement date, considered from the perspective of a market participant that holds the asset or liability. FASB ASC 820-10 provides a consistent definition of fair value which focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over entity specific inputs.  In addition, FASB ASC 820-10 provides a framework for measuring fair value and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Transfers between levels of the fair value hierarchy are recognized on the actual dates of the event or circumstances that caused the transfer, which generally coincides with the Corporation’s monthly and/or quarterly valuation process.

 

 28 

 

 

NOTE 9 – FAIR VALUE (continued)

 

The standard describes three levels of inputs that may be used to measure fair values:

 

Level 1 - Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

 

Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

 

Level 3 - Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

 

The Corporation used the following methods to determine the fair value of each type of financial instrument:

 

Investment securities: Fair values for securities available-for-sale are obtained from an independent pricing service. The prices are not adjusted. The independent pricing service uses industry-standard models to price U.S. Government agency obligations and mortgage backed securities that consider various assumptions, including time value, yield curves, volatility factors, prepayment speeds, default rates, loss severity, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Securities of obligations of state and political subdivisions are valued using a type of matrix, or grid, pricing in which securities are benchmarked against the treasury rate based on credit rating.

 

Substantially all assumptions used by the independent pricing service are observable in the marketplace, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace (Level 2).

 

Residential loans held for sale: The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan (Level 2).

 

Derivative financial instruments: Derivative instruments are used to hedge residential mortgage loans held for sale and the related interest-rate lock commitments and include forward commitments to sell mortgage loans and mortgage backed securities as further described in Note 7. The fair values of derivative financial instruments are based on derivative market data inputs as of the valuation date and the underlying value of mortgage loans for interest rate lock commitments (Level 3).

 

Impaired loans: The fair values of impaired loans are measured on a nonrecurring basis as the fair value of the loan’s collateral for collateral-dependent loans.  Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable.  The use of discounted cash flow models and management’s best judgment are significant inputs in arriving at the fair value measure of the underlying collateral (Level 3).

 

Other real estate owned: The fair value of other real estate owned, which consists of real estate that has been foreclosed, is recorded at the lower of fair value less selling expenses or the book balance prior to foreclosure. Write downs are provided for subsequent declines in value and are recorded in other operating expenses (Level 2).

 

 29 

 

 

NOTE 9 – FAIR VALUE (continued)

 

Assets and liabilities measured at fair value under FASB ASC 820-10 on a recurring and non-recurring basis, including financial assets and liabilities for which the Corporation has elected the fair value option as of September 30, 2016 and December 31, 2015, are summarized below:

 

   Fair Value Measurement 
   at September 30, 2016 Using 
Description  Carrying
Value
   Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
   Other
Observable
Inputs (Level 2)
   Significant
Unobservable
Inputs (Level 3)
 
   (In Thousands) 
Financial Assets-Recurring                    
Available-for-sale investment securities                    
U.S. Government agencies  $5,230   $-   $5,230   $- 
Mortgage backed securities   125,720    -    125,720    - 
Corporate bonds   8,792    -    8,792    - 
Asset backed securities   13,075    -    13,075    - 
Certificate of deposits   2,040    -    2,040    - 
Municipals   16,969    -    16,969    - 
Municipals - nontaxable   17,014    -    17,014    - 
CRA Mutual fund   1,425    -    1,425    - 
Total available-for-sale investment securities   190,265    -    190,265    - 
                     
Residential loans held for sale   70,998    -    70,998    - 
Derivative assets   993    -    -    993 
Total Financial Assets-Recurring  $262,256   $-   $261,263   $993 
                     
Financial Liabilities-Recurring                    
Derivative liabilities  $631   $-   $-   $631 
Total Financial Liabilities-Recurring  $631   $-   $-   $631 
                     
Financial Assets-Non-Recurring                    
Impaired loans (1)  $5,845   $-   $-   $5,845 
Total Financial Assets-Non-Recurring  $5,845   $-   $-   $5,845 
                     
(1)  Represents the carrying value of loans for which adjustments are based on the appraised value of the collateral, if collateral dependent, or the present value of expected future cash flows, discounted at the loan’s effective interest rate.

 

   Fair Value Measurement 
   at December 31, 2015 Using 
Description  Carrying
Value
   Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
   Other
Observable
Inputs (Level 2)
   Significant
Unobservable
Inputs (Level 3)
 
   (In Thousands) 
Financial Assets-Recurring                    
Available-for-sale investment securities                    
US Government agency  $18,904   $-   $18,904   $- 
Mortgage backed   96,077    -    96,077    - 
Corporate bonds   8,959    -    8,959    - 
Asset Backed Securities   14,031    -    14,031    - 
Certificate of deposit   1,967    -    1,967    - 
Municipals - nontaxable   12,005    -    12,005    - 
Municipals   6,809    -    6,809    - 
CRA Mutual fund   1,410    -    1,410    - 
Total available-for-sale investment securities   160,162    -    160,162    - 
                     
Residential loans held for sale   44,135    -    44,135    - 
Derivative assets   523    -    -    523 
Total Financial Assets-Recurring  $204,820   $-   $204,297   $523 
                     
Financial Liabilities-Recurring                    
Derivative liabilities  $250   $-   $-   $250 
Total Financial Liabilities-Recurring  $250   $-   $-   $250 
                     
Financial Assets-Non-Recurring                    
Impaired loans (1)  $7,417   $-   $-   $7,417 
Total Financial Assets-Non-Recurring  $7,417   $-   $-   $7,417 
 
(1)  Represents the carrying value of loans for which adjustments are based on the appraised value of the collateral, if collateral dependent, or the present value of expected future cash flows, discounted at the loan’s effective interest rate.

 

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NOTE 9 – FAIR VALUE (continued)

 

It is the Corporation’s policy to recognize transfers between levels as of the actual date of the event or change in circumstances that caused the transfer. There were no transfers between Level 1 and Level 2 during the nine month periods ended September 30, 2016 and 2015.

 

The changes in Level 3 net derivatives measured at fair value on a recurring basis are summarized as follows:

 

   Three Months Ended September 30, 
   2016   2015 
   (In Thousands) 
Balance, beginning of period  $287   $648 
Realized and unrealized gains (losses) included in earnings   75    (414)
Unrealized gains (losses) included in other comprehensive income   -    - 
Purchases, settlements, paydowns, and maturities   -    - 
Transfer into Level 3   -    - 
Balance, end of period  $362   $234 

 

   Nine Months Ended September 30, 
   2016   2015 
   (In Thousands) 
Balance, beginning of period  $273   $(110)
Realized and unrealized gains (losses) included in earnings   89    344 
Unrealized gains (losses) included in other comprehensive income   -    - 
Purchases, settlements, paydowns, and maturities   -    - 
Transfer into Level 3   -    - 
Balance, end of period  $362   $234 

 

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NOTE 9 – FAIR VALUE (Continued)

 

The following tables present qualitative information about level 3 fair value measurements for financial instruments measured at fair value for September 30, 2016 and December 31, 2015:

 

   September 30, 2016
Description  Fair Value Estimate   Valuation Techniques  Unobservable Input  Range (Weighted Average)
   (In Thousands)
Financial Assets - Recurring              
Derivative assets  $993   Market pricing (3)  Estimated pullthrough  75% - 90% (89.0%)
Derivative liabilities  $631   Market pricing (3)  Estimated pullthrough  75% - 90% (89.0%)
    .          
Financial Assets - Non-recurring              
Impaired loans - Real estate secured  $1,214   Appraisal of collateral (1)  Liquidation expenses (2)  0% - 20% (10%)
Impaired loans - Non-real estate secured  $4,631   Cash flow basis  Liquidation expenses (2)  0% - 10% (6%)

 

(1) Fair value is generally determined through independent appraisals of the underlying collateral on real estate secured loans, which generally include various level 3 inputs which are not identifiable.
(2) Valuations of impaired loans may be adjusted by management for qualitative factors such as liquidation expenses.  The range and weighted average of liquidation expense adjustments are presented as a percent of the appraisal.
(3) Market pricing on derivative assets and liabilities is adjusted by management for the anticipated percent of derivative assets and liabilities that will create a realized gain or loss.  The range and weighted average of estimated pull-through is presented

 

   December 31, 2015
Description  Fair Value Estimate   Valuation Techniques  Unobservable Input  Range (Weighted Average)
   (In Thousands)
Financial Assets - Recurring              
Derivative assets  $523   Market pricing (3)  Estimated pullthrough  75% - 90% (86.2%)
Derivative liabilities  $250   Market pricing (3)  Estimated pullthrough  75% - 90% (86.2%)
               
Financial Assets - Non-recurring              
Impaired loans - Real estate secured  $6,695   Appraisal of collateral (1)  Liquidation expenses (2)  0% - 15% (14%)
Impaired loans - Non-real estate secured  $722   Cash flow basis  Liquidation expenses (2)  0% - 10% (4%)

 

(1) Fair value is generally determined through independent appraisals of the underlying collateral on real estate secured loans, which generally include various level 3 inputs which are not identifiable.
(2) Valuations of impaired loans may be adjusted by management for qualitative factors such as liquidation expenses.  The range and weighted average of liquidation expense adjustments are presented as a percent of the appraisal.
(3) Market pricing on derivative assets and liabilities is adjusted by management for the anticipated percent of derivative assets and liabilities that will create a realized gain or loss.  The range and weighted average of estimated pull-through is presented

 

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NOTE 9 – FAIR VALUE (Continued)

 

Financial instruments recorded using FASB ASC 825-10

 

Under FASB ASC 825-10, Financial Instruments, the Corporation may elect to report most financial instruments and certain other items at fair value on an instrument-by-instrument basis with changes in fair value reported in net income. After the initial adoption the election is made at the acquisition of an eligible financial asset, financial liability or firm commitment or when certain specified reconsideration events occur. The fair value election, with respect to an item, may not be revoked once an election is made.

 

The following table reflects the differences between the fair value carrying amount of residential mortgage loans held for sale at September 30, 2016, measured at fair value under FASB ASC 825-10, and the aggregate unpaid principal amount the Corporation is contractually entitled to receive at maturity.

 

(In Thousands)  Aggregate
Fair Value
   Difference   Contractual
Principal
 
Residential mortgage loans held for sale  $70,998   $2,940   $68,058 

 

The Corporation has elected to account for residential loans held for sale at fair value to eliminate the mismatch that would occur by recording changes in market value on derivative instruments used to hedge loans held for sale while carrying the loans at the lower of cost or market.

 

The following methods and assumptions not previously presented were used in estimating the fair value of financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis:

 

Cash and Short-Term Investments

 

For those short-term instruments, the carrying amount is a reasonable estimate of fair value. As such they are classified as Level 1 for noninterest-bearing deposits and Level 2 for interest-bearing deposits due from banks or federal funds sold.

 

Restricted Stock

 

It is not practical to determine the fair value of restricted stock due to the restrictions placed on its transferability.

 

Loans, Net of Allowance

 

For certain homogeneous categories of loans, such as some residential mortgages, and other consumer loans, fair value is estimated using the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics resulting in a Level 3 classification. The fair value of other types of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities resulting in a Level 3 classification.

 

Accrued Interest

 

The carrying amounts of accrued interest approximate fair value resulting in a Level 2 or Level 3 classification depending upon the level of the asset or liability, with which, the accrual is associated.

 

Deposits and Borrowings

 

The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date resulting in a Level 1 classification. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities also resulting in a Level 1 classification. The fair value of all other deposits and borrowings is determined using the discounted cash flow method thereby resulting in a Level 2 classification. The discount rate was equal to the rate currently offered on similar products.

 

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NOTE 9 – FAIR VALUE (Continued)

 

Off-Balance-Sheet Financial Instruments

 

The fair value of commitments to extend credit is estimated using the fees currently charged to enter similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed interest rates. The fair value of stand-by letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date.

 

At September 30, 2016 and December 31, 2015, the majority of off-balance-sheet items are variable rate instruments or convert to variable rate instruments if drawn upon. Therefore, the fair value of these items is largely based on fees, which are nominal and immaterial.

 

The carrying amounts and estimated fair values of financial instruments at September 30, 2016 and December 31, 2015 were as follows:

 

   September 30, 2016   December 31, 2015 
       Estimated       Estimated 
   Carrying   Fair   Carrying   Fair 
   Amount   Value   Amount   Value 
   (In Thousands) 
Financial assets:                    
Cash and short-term investments  $81,910   $81,910   $35,889   $35,889 
Securities available-for-sale   190,265    190,265    160,162    160,162 
Securities held-to-maturity   9,214    9,475    14,287    14,314 
Restricted stock   6,309    6,309    7,259    7,259 
Loans, net of allowance   1,022,847    1,033,844    918,050    936,679 
Derivatives   993    993    523    523 
Total financial assets  $1,311,538   $1,322,796   $1,136,170   $1,154,826 
                     
Financial liabilities:                    
Deposits  $1,115,053   $1,109,776   $913,744   $909,479 
Short-term borrowings   41,336    41,104    91,129    90,269 
Long-term borrowings   75,000    74,304    55,000    54,324 
Derivatives   631    631    250    250 
Total financial liabilities  $1,232,020   $1,225,815   $1,060,123   $1,054,322 

 

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NOTE 10 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

 

The Corporation is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments consist primarily of commitments to extend credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Corporation has in particular classes of financial instruments.

 

Commitments to extend credit are agreements 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 by the customer. 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 Corporation evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral, if any, deemed necessary by the Corporation upon extension of credit is based on management’s credit evaluation of the counterparty. Collateral normally consists of real property, liquid assets or business assets. The Corporation had $46.4 million and $53.2 million in outstanding commitments at September 30, 2016 and December 31, 2015, respectively.

 

The Corporation’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amount of those instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. The Corporation had $296.8 million and $304.9 million in unfunded lines of credit whose contract amounts represent credit risk at September 30, 2016 and December 31, 2015, respectively.

 

Standby letters of credit are conditional commitments issued by the Corporation to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. Essentially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Corporation generally holds collateral supporting those commitments if deemed necessary. The Corporation had standby letters of credit outstanding in the amount of $9.3 million and $7.6 million at September 30, 2016 and December 31, 2015, respectively.

 

The Bank maintains a reserve for potential off-balance sheet credit losses that is included in other liabilities on the balance sheet. At September 30, 2016 and December 31, 2015 the balance in this reserve totaled $750 thousand.

 

In August 2016, the Bank entered into a letter of credit agreement with the Commonwealth of Virginia Treasury Board pertaining to its public deposits program. Under the terms of the letters of credit agreement, the Commonwealth of Virginia Treasury Board in accordance with the Security for Public Deposits Act has approved the use of a letter of credit issued by the FHLB as collateral by the Bank. The maximum amount available under the letter of credit is $35 million. The letter of credit expires in August 2017 with an automatic one year extension until August 2018.

 

The Mortgage Division of the Bank makes representations and warranties that loans sold to investors meet its program’s guidelines and that the information provided by the borrowers is accurate and complete. In the event of a default on a loan sold, the investor may make a claim for losses due to document deficiencies, program compliance, early payment default, and fraud or borrower misrepresentations. The Mortgage Division maintains a reserve in other liabilities for potential losses on mortgage loans sold. Management performs a quarterly analysis to determine the adequacy of the reserve. At September 30, 2016 and December 31, 2015, the balance in this reserve totaled $1.0 million.

 

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NOTE 10 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK (Continued)

 

The following table shows the changes to the allowance for losses on mortgage loans sold.

 

   Nine Months ended September 30,   Year ended 
   2016   2015   December 31, 2015 
   (In Thousands) 
Allowance for losses on mortgage loans sold -beginning of period  $1,029   $1,198   $1,198 
Provision released from operating expense   -    -    - 
Recoveries   -    -    - 
Charge-offs   -    (19)   (169)
Allowance for losses on mortgage loans sold - end of period  $1,029   $1,179   $1,029 

 

NOTE 11 – BANK-OWNED LIFE INSURANCE POLICIES

 

The Corporation had $23.6 million and $15.8 million in bank-owned life insurance (“BOLI”) at September 30, 2016 and December 31, 2015, respectively. The Corporation recognized interest income, which is included in other noninterest income, of $338 thousand and $345 for the nine months ended September 30, 2016 and September 30, 2015, respectively.

 

NOTE 12 – SUBSEQUENT EVENTS

 

On October 24, 2016, the Corporation announced the signing of a definitive agreement and plan of reorganization, dated October 21, 2016 (the “Middleburg Merger Agreement”), to acquire Middleburg Financial Corporation (“Middleburg”), and its wholly-owned subsidiaries, Middleburg Bank and Middleburg Investment Group, Inc. Middleburg Bank is a Virginia-based bank with twelve financial service centers and one limited service facility primarily servicing Northern Virginia. The Middleburg Merger Agreement and the transactions pursuant thereto have been unanimously approved by the Boards of Directors of the Corporation and Middleburg and the merger is expected to close in the second quarter of 2017, subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of each company’s shareholders. At September 30, 2016, Middleburg had total assets of $1.34 billion, gross loans of $845.89 million, and total deposits of $1.09 billion. Under the terms of the Middleburg Merger Agreement, Middleburg shareholders will receive 1.3314 shares of the Corporation’s common stock for each share of Middleburg common stock held immediately prior to the effective date of the merger. As a result of the merger, each option to purchase shares of Middleburg common stock granted under a Middleburg equity-based compensation plan that is outstanding immediately prior to the effective date of the merger will be cancelled for a cash payment equal to the product of (i) the difference between the closing sale price of Middleburg common stock on the trading day immediately preceding the effective date of the merger and the per share exercise price of the stock option, and (ii) the number of shares of Middleburg common stock subject to such stock option. Each restricted share of Middleburg common stock granted under a Middleburg equity compensation plan that is outstanding immediately prior to the effective date of the merger will, pursuant to the terms of each such grant, vest in full immediately prior to the effective date of the merger and be converted into unrestricted shares of the Corporation’s common stock based on the exchange ratio. Each outstanding warrant to purchase shares of Middleburg common stock will, pursuant to the terms of each such warrant, convert into a warrant to purchase shares of the Corporation’s common stock.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis should be read in conjunction with Access National Corporation’s (“Corporation”, “we”, “us”) consolidated financial statements, and notes thereto, included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results for the year ending December 31, 2016 or any future period.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements. For this purpose, any statements contained herein, including documents incorporated by reference, that are not statements of historical fact may be deemed to be forward-looking statements. Examples of forward-looking statements include discussions as to our expectations, beliefs, plans, goals, objectives and future financial or other performance or assumptions concerning matters discussed in this document. Forward-looking statements often use words such as “believes,” “expects,” “plans,” “may,” “will,” “should,” “projects,” “contemplates,” ” anticipates,” “forecasts,” “intends” or other words of similar meaning. Forward-looking statements in this Quarterly Report on Form 10-Q include, without limitation, statements regarding the Corporation’s beliefs regarding the future strength of the economy and labor markets and anticipated interest rates and the effect of such rates on the Corporation’s performance and net interest margin and the volume of future mortgage refinancing, as well as the Corporation’s expectations concerning operating losses and the profitability of its mortgage segment. You can also identify them by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, and actual results could differ materially from historical results or those anticipated by such statements. Factors that could have a material adverse effect on the operations and future prospects of the Corporation include, but are not limited to, changes in: collateral values, especially in the real estate market; continued challenging economic conditions or deterioration in general business and economic conditions and in the financial markets; mergers and acquisitions, including merger integration risk in connection with the Corporation’s pending merger with Middleburg such as potential deposit attrition, higher than expected costs, customer loss and business disruption associated with the integration of Middleburg, including, without limitation, potential difficulties in maintaining relationships with key personnel and other integration related matters; the impact of any laws, regulations, policies or programs implemented pursuant to the Dodd-Frank Act or other legislation or regulation; unemployment levels; branch expansion plans; interest rates; general economic conditions; monetary and fiscal policies of the U.S. Government, including policies of the Office of the Comptroller of the Currency (“Comptroller”), the U.S. Department of the Treasury and the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of Richmond; the economy of Northern Virginia, including governmental spending and real estate markets; the quality or composition of the loan or investment portfolios; demand for loan products; deposit flows; competition; the liquidity of the Corporation; and accounting principles, policies and guidelines. These risks and uncertainties should be considered in evaluating the forward-looking statements contained herein, and readers are cautioned not to place undue reliance on such statements. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made.

 

For additional discussion of risk factors that may cause our actual future results to differ materially from the results indicated within forward looking statements, please see “Item 1A – Risk Factors” of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

 

CRITICAL ACCOUNTING POLICIES

 

The Corporation’s consolidated financial statements have been prepared in accordance with GAAP. In preparing the Corporation’s financial statements management makes estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. Management believes that the most significant subjective judgments that it makes include the following:

 

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Allowance for Loan Losses

 

The allowance for loan losses is an estimate of the losses that may be sustained in our loan portfolio. The allowance is based on two basic principles of accounting: (i) FASB ASC 450-10, which requires that losses be accrued when they are probable of occurring and can be estimated, and (ii) FASB ASC 310-10, which requires that losses be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance. An allowance for loan losses is established through a provision for loan losses based upon industry standards, known risk characteristics, management’s evaluation of the risk inherent in the loan portfolio, and changes in the nature and volume of loan activity. Such evaluation considers, among other factors, the estimated market value of the underlying collateral and current economic conditions. For further information about our practices with respect to allowance for loan losses, please see Note 4 to the consolidated financial statements.

 

Other Than Temporary Impairment of Securities

 

Securities in the Corporation’s securities portfolio are classified as either available-for-sale or held-to-maturity. At September 30, 2016, there were no non-agency mortgage backed securities or trust preferred securities in the portfolio. The estimated fair value of the portfolio fluctuates due to changes in market interest rates and other factors. Changes in estimated fair value are recorded in shareholders’ equity as a component of other comprehensive income. Securities are monitored to determine whether a decline in their value is other than temporary. Management evaluates the securities portfolio on a quarterly basis to determine the collectability of amounts due per the contractual terms of each security. A decline in the fair value of an investment below its amortized cost attributable to factors that indicate the decline will not be recovered over the anticipated holding period of the investment will cause the security to be considered other than temporarily impaired. Other than temporary impairments result in reducing the security’s carrying value by the amount of the estimated credit loss. The credit component of the other than temporary impairment loss is realized through the statement of income and the remainder of the loss remains in other comprehensive income. At September 30, 2016, there were no securities with other than temporary impairment.

 

Income Taxes

 

The Corporation uses the liability method of accounting for income taxes. This method results in the recognition of deferred tax assets and liabilities that are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The deferred provision for income taxes is the result of the net change in the deferred tax asset and deferred tax liability balances during the year. This amount combined with the current taxes payable or refundable results in the income tax expense for the current year. The Corporation’s evaluation of the deductibility or taxability of items included in the Corporation’s tax returns has not resulted in the identification of any material, uncertain tax positions.

 

Fair Value

 

Fair values of financial instruments are estimated using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. The fair value estimates of existing on and off-balance sheet financial instruments do not include the value of anticipated future business or the values of assets and liabilities not considered financial instruments. For additional information about our financial assets carried at fair value, please see Note 9 to the consolidated financial statements.

 

PENDING ACQUISITION OF MIDDLEBURG FINANCIAL CORPORATION

 

On October 24, 2016, the Corporation announced the signing of a definitive agreement and plan of reorganization, dated as of October 21, 2016, pursuant to which the Corporation and Middleburg will merge. Under the terms of the merger agreement, Middleburg shareholders will receive a fixed exchange ratio of 1.3314 Corporation shares for each share of Middleburg common stock owned. For more information on this pending acquisition refer to Note 12 to the consolidated financial statements and the Corporation’s Current Report on Form 8-K filed with the SEC on October 24, 2016.

 

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FINANCIAL CONDITION

 

Executive Summary

 

At September 30, 2016, the Corporation’s assets totaled $1.36 billion and grew $184.3 million when compared to December 31, 2015. The increase in assets was primarily due to a growth in loans held for investment of $79.0 million, a $25.0 million increase in investment securities, a $26.9 million growth in loans held for sale, and $43.2 million of growth in interest-bearing balances. The first nine months of 2016 reflected growth in all categories of loans held for investment from December 31, 2015 with the exception of consumer loans. The $79.0 million increase in loans held for investment as compared to December 31, 2015 is primarily attributable to a $26.8 million or 18.13% growth in commercial real estate – non-owner occupied loans, a $18.3 million or 8.34% increase in commercial real estate – owner occupied loans, a $13.6 million or 20.63% increase in real estate construction loans, and a $22.3 million or 9.18% increase in commercial loans. Overall, the portfolio of loans held for investment grew at an annualized rate of 11.9%. At September 30, 2016, loans secured by real estate collateral comprised 71.89% of our total loan portfolio, with loans secured by commercial real estate contributing 42.69% of our total loan portfolio, loans secured by residential real estate contributing 20.96% and real estate construction loans contributing 8.24%. Loans held for sale totaled $71.0 million at September 30, 2016, compared to $44.1 million at December 31, 2015. Loans held for sale fluctuates with the volume of loans originated during any given month and the length of time the loans are held prior to selling them in the secondary market. Deposits totaled $1.115 billion at September 30, 2016, compared to $913.7 million at December 31, 2015, an increase of $201.3 million. Noninterest-bearing deposits increased $101.8 million from $307.8 million at December 31, 2015 to $409.6 million at September 30, 2016. Savings and interest-bearing deposits increased $143.2 million from $293.7 million at December 31, 2015 to $436.9 million at September 30, 2016. Non-wholesale time deposits increased from $136.0 million at December 31, 2015 to $163.7 million at September 30, 2016, an increase of $27.7 million, while wholesale funding time deposits saw a net decrease of $71.0 million, from $176.4 million at December 31, 2015 to $105.4 million at September 30, 2016.

 

Net income for the third quarter of 2016 totaled $4.4 million compared to $3.9 million for the same period in 2015. Earnings per diluted share were $0.41 for the third quarter of 2016, compared to $0.37 per diluted share in the same period of 2015. Third quarter 2016 pretax earnings increased $879 thousand or 14.58% when compared to third quarter 2015 pretax earnings.

 

The banking segment had a decrease in pre-tax earnings when compared to the third quarter 2015 of $210 thousand, driven by an increase in our provision for loan loss of $750 thousand. The banking segment’s interest income increased $1.6 million when compared to third quarter 2015 which was partially offset by an increase in salaries and benefits and interest expense of $444 thousand and $577 thousand, respectively. The mortgage segment had an increase in gains on the sale of loans of $2.5 million that resulted from an increase in the secondary margins on mortgage loans held for sale over third quarter 2015.

 

Net income for the nine months ended September 30, 2016 totaled $13.4 million compared to $11.5 million for the same period in 2015. Earnings per diluted share were $1.26 for the first nine months of 2016, compared to $1.09 per diluted share in the same period of 2015. For the nine month period ended September 30, 2016, the banking segment saw an increase in pretax income of $989 thousand when compared to the nine months ended September 30, 2015 due to an increase in net interest income of $3.1 million and an increase in non-interest income of $648 thousand which was partially offset by an increase in salaries and employee benefits of $2.0 million due to continued staffing expansion. When comparing the nine month period ended September 30, 2016 to the same period in 2015, the mortgage segment saw a pretax earnings increase of $2.1 million. The mortgage segment had an increase in gains on the sale of loans of $4.3 million when comparing the nine months ended September 30, 2016 to the same period in 2015 due to an increase in the secondary margins on mortgage loans held for sale, the increase was offset by a $1.6 million increase in salaries and employee benefits.

 

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Non-performing assets (“NPAs”) totaled $5.8 million, or 0.43%, of total assets at September 30, 2016, down from $7.4 million, or 0.63% of total assets as of December 31, 2015. The Bank did not have other real estate owned at September 30, 2016. During the third quarter 2016, Access Real Estate sold its other real estate owned property with a carrying value of $500 thousand for $463 thousand. The allowance for loan loss was $14.7 million and $13.6 million at September 30, 2016 and December 31, 2015, respectively, and represented 1.52% and 1.53% of total loans held for investment at September 30, 2016 and December 31, 2015, respectively.

 

The unemployment rate for Fairfax County, Virginia was at 2.9% as of May 2016 and still well below the 3.7% unemployment rate for the state of Virginia at the end of June 2016 and 4.9% for the nation at the end of June 2016. Information reviewed at the Federal Open Market Committee’s (FOMC) June 2016 meeting indicated the labor market strengthened and economic activity continues to expand at a moderate rate. Labor market indicators point to an increase in labor utilization in recent months as well. The FOMC reaffirmed its view that the current target rate for the federal funds rate remains accommodative to support further improvement in labor market conditions and a return to 2% inflation. The historically low interest rate environment continues to negatively impact yields of variable loans and the securities portfolio. The Corporation’s net interest margin for the three months ended June 30, 2016 decreased to 3.51% from the three months ended June 30, 2015 percentage of 3.67%. While there is no certainty to the magnitude of any impact, the continued extended period of low short-term interest rates, as presently forecasted by the Federal Reserve, will continue to have an adverse effect on the net interest margin.

 

The latest Case-Shiller Home Price data available shows home prices increased 5.2% in 20 U.S. cities for the twelve months ended May 2016. The Consumer Confidence Index increased in June 2016, to 98.0, up from 92.4 in May 2016. Retail sales for June 2016 were 2.7% greater than a year earlier. As such, we remain cautious and have generally retained more cautious loan underwriting criteria established during the financial crisis period of 2007 – 2009. In spite of these challenges, we are proactive in seeking new client relationships driven by our target market profile: business-to-business and business-to-government companies with annual revenue of $1 million to $100 million and the various banking services needed by the business and the professionals associated with the businesses. The Corporation is optimistic with a strong capital base and being positioned for continued growth.

 

Securities

 

The Corporation’s securities portfolio is comprised of U.S. government agency securities, mortgage backed securities, corporate bonds, a CRA mutual fund, certificates of deposit, and asset backed securities as well as municipal bonds. The portfolio does not have any non-agency mortgage backed securities or trust preferred securities.

 

At September 30, 2016 the fair value of the securities portfolio totaled $199.7 million, compared to $174.5 million at December 31, 2015. Included in the fair value totals are held-to-maturity securities with an amortized cost of $9.2 million (fair value of $9.5 million) and $14.3 million (fair value of $14.3 million) at September 30, 2016 and December 31, 2015, respectively. Securities classified as available-for-sale are accounted for at fair market value with unrealized gains and losses recorded directly to a separate component of shareholders’ equity, net of associated tax effect while held-to-maturity securities are carried at amortized cost. Investment securities are used to provide liquidity, to generate income, and to temporarily supplement loan growth as needed.

 

Restricted Stock

 

Restricted stock consists of FHLB stock and FRB stock. These stocks are classified as restricted stocks because their ownership is restricted to certain types of entities and they lack a market. Restricted stock is carried at cost on the Corporation’s financial statements. Dividends are paid semiannually on FRB stock and quarterly on FHLB stock.

 

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Loans

 

The loan portfolio constitutes the largest component of earning assets and is comprised of commercial real estate – owner occupied, commercial real estate – non-owner occupied, residential real estate, commercial, real estate construction, and consumer loans. All lending activities of the Bank and its subsidiaries are subject to the regulations and supervision of the Comptroller. The loan portfolio does not have any pay option adjustable rate mortgages, loans with teaser rates or subprime loans or any other loans considered “high risk loans”. Loans totaled $966.5 million at September 30, 2016 compared to $887.5 million at December 31, 2015, an increase of $79.0 million or 8.9%. Comprising the growth, commercial real estate – owner occupied loans increased $18.3 million, commercial loans increased $22.3 million, real estate construction loans increased $13.6 million, residential real estate loans increased $1.1 million, and commercial real estate – non-owner occupied increased $26.8 million. Offsetting the growth was a decrease in consumer loans of $3.1 million. The overall increase in loans reflects results from our marketing outreach as well as continued improvement in loan demand by local businesses. Please see Note 4 to the consolidated financial statements for a table that summarizes the composition of the Corporation’s loan portfolio. The following is a summary of the loan portfolio at September 30, 2016.

 

Commercial Real Estate Loans – Owner Occupied: This category of loans represented the second largest segment of the loan portfolio and was comprised of owner occupied loans secured by the commercial property, totaling $238.2 million, representing 24.65% of the loan portfolio at September 30, 2016. Commercial real estate loans are secured by the subject property and underwritten to policy standards. Policy standards approved by the Board of Directors from time to time set forth, among other considerations, loan-to-value limits, cash flow coverage ratios, and the general creditworthiness of the obligors.

 

Commercial Real Estate Loans – Non-Owner Occupied: This category of loans represented the fourth largest segment of the loan portfolio and was comprised of loans secured by income producing commercial property, totaling $174.3 million and representing 18.04% of the loan portfolio at September 30, 2016. Commercial real estate loans are secured by the subject property and underwritten to policy standards as listed above.

 

Residential Real Estate Loans: This category represented the third largest segment of the loan portfolio and included loans secured by first or second mortgages on one to four family residential properties. This segment totaled $202.6 million and comprised 20.96% of the loan portfolio as of September 30, 2016. Of this amount, the following sub-categories existed as a percentage of the whole residential real estate loan portfolio as of September 30, 2016: home equity lines of credit, 21.7%; first trust mortgage loans, 71.4%; and junior trust loans, 6.9%.

 

Home equity lines of credit are extended to borrowers in our target market. Real estate equity is often the largest component of consumer wealth in our marketplace. Once approved, this consumer finance tool allows the borrowers to access the equity in their homes or investment properties and use the proceeds for virtually any purpose. Home equity lines of credit are most frequently secured by a second lien on residential property. The proceeds of first trust mortgage loans are used to acquire or refinance the primary financing on owner occupied and residential investment properties. Junior trust loans are loans to consumers wherein the proceeds have been used for a stated consumer purpose. Examples of consumer purposes are education, refinancing debt, or purchasing consumer goods. The loans are generally extended in a single disbursement and repaid over a specified period of time. Loans in the residential real estate portfolio are underwritten to standards within a traditional consumer framework that is periodically reviewed and updated by management and the Board of Directors and takes into consideration repayment source and capacity, value of the underlying property, credit history, savings pattern, and stability.

 

Commercial Loans: Commercial loans represented the largest segment of the loan portfolio, totaling $264.8 million and representing 27.40% of the loan portfolio as of September 30, 2016. These loans are made to businesses or individuals within our target market for business purposes. Typically the loan proceeds are used to support working capital and the acquisition of fixed assets of an operating business. We underwrite these loans based upon our assessment of the obligor(s)’ ability to generate operating cash flows in the future necessary to repay the loan. To address the risks associated with the uncertainties of future cash flows, these loans are generally well secured by assets owned by the business or its principal shareholders/owners and the principal shareholders/owners are typically required to guarantee the loan.

 

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Real Estate Construction Loans: Real estate construction loans, also known as construction and land development loans represented the fifth largest segment of the loan portfolio and totaled $79.6 million and represented 8.24% of the loan portfolio as of September 30, 2016. These loans generally fall into one of three categories: first, loans to individuals that are ultimately used to acquire property and construct an owner occupied residence; second, loans to builders for the purpose of acquiring property and constructing homes for sale to consumers; and third, loans to developers for the purpose of acquiring land that is developed into finished lots for the ultimate construction of residential or commercial buildings. Loans of these types are generally secured by the subject property within limits established by the Board of Directors based upon an assessment of market conditions and updated from time to time. The loans typically carry recourse to principal owners. In addition to the repayment risk associated with loans to individuals and businesses, loans in this category carry construction completion risk. To address this additional risk, loans of this type are subject to additional administration procedures designed to verify and ensure progress of the project in accordance with allocated funding, project specifications and time frames.

 

Consumer Loans: Consumer loans, the smallest segment of the loan portfolio, totaled $7.0 million and represented 0.71% of the loan portfolio as of September 30, 2016. Most loans in this category are well secured with assets other than real estate, such as marketable securities or automobiles. Very few consumer loans are unsecured. As a matter of operation, management discourages unsecured lending. Loans in this category are underwritten to standards within a traditional consumer framework that is periodically reviewed and updated by management and the Board of Directors and takes into consideration repayment capacity, collateral value, savings pattern, credit history, and stability.

 

Loans Held for Sale (“LHFS”)

 

LHFS are residential mortgage loans originated by the Mortgage Division of the Bank to consumers and underwritten in accordance with standards set forth by an institutional investor to whom we expect to sell the loans for a profit. Loan proceeds are used for the purchase or refinance of the property securing the loan. Loans are sold with the servicing released to the investor. At September 30, 2016, LHFS at fair value totaled $71.0 million compared to $44.1 million at December 31, 2015.

 

The LHFS are closed by the Mortgage Division and held on average fifteen to thirty days pending their sale to government sponsored entities as well as mortgage banking subsidiaries of large financial institutions. During the third quarter of 2016 we originated $168.8 million of loans processed in this manner, compared to $120.0 million for the third quarter of 2015. Loans are sold without recourse and subject to industry standard representations and warranties that may require the repurchase by the Bank of loans previously sold. The repurchase risks associated with this activity center around early payment defaults and borrower fraud.

 

Allowance for Loan Losses

 

The allowance for loan losses totaled $14.7 million at September 30, 2016 compared to $13.6 million at December 31, 2015. The allowance for loan losses was equivalent to 1.52% and 1.53% of total loans held for investment at September 30, 2016 and December 31, 2015, respectively. Adequacy of the allowance is assessed and increased by provisions for loan losses charged to expense no less than quarterly. Charge-offs are taken when a loan is identified as uncollectible. For additional information about the allowance for loan losses, please see Note 4 to the consolidated financial statements.

 

Non-performing Assets

 

At September 30, 2016 and December 31, 2015, the Bank had non-performing assets totaling $5.8 million and $7.4 million, respectively. Non-performing assets consist of non-accrual loans. All non-performing loans are carried at the expected liquidation value of the underlying collateral.

 

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The following table is a summary of our non-performing assets at September 30, 2016 and December 31, 2015.

 

   September 30, 2016   December 31, 2015 
   (Dollars In Thousands) 
Non-accrual loans :          
Commercial real estate - owner occupied  $213   $- 
Commercial real estate - non-owner occupied   -    5,486 
Residential real estate   -    163 
Commercial   4,631    722 
Real estate construction   1,001    1,046 
Total non-accrual loans   5,845    7,417 
           
Other real estate owned (“OREO”)   -    - 
           
Total non-performing assets  $5,845   $7,417 
           
Restructured loans included above in non-accrual loans  $1,501   $1,046 
           
Ratio of non-performing assets to:          
Total loans plus OREO   0.60%   0.84%
           
Total Assets   0.43%   0.63%
           
Accruing Past due loans:          
90 or more days past due  $-   $- 

 

During 2014, Access Real Estate LLC (ARE) transferred an undeveloped commercial lot that was originally purchased for possible future banking center expansion to other assets available-for-sale when management listed the property for sale. The land, originally purchased for $1.2 million, was recorded at its appraised value less costs to sell estimated to be $500 thousand. The property was sold in the third quarter of 2016 for $463 thousand.

 

At September 30, 2016 and December 31, 2015, the Bank had no loans past due 90 days or more and still accruing interest.

 

Deposits

 

Deposits are the primary sources of funding loan growth. At September 30, 2016, deposits totaled $1.12 billion compared to $913.7 million on December 31, 2015, an increase of $201.3 million or 22.03%. Noninterest-bearing deposits increased $101.8 million or 33.06% from $307.8 million at December 31, 2015 to $409.6 million at September 30, 2016. Savings and interest-bearing deposits increased $143.2 million or 48.74% from $293.7 million at December 31, 2015 to $436.9 million at September 30, 2016. Non-wholesale time deposits increased from $136.0 million at December 31, 2015 to $163.7 million at September 30, 2016, an increase of $27.7 million or 20.38%, while wholesale funding deposits saw a net decrease of $40.3 million or 21.02%, from $191.9 million at December 31, 2015 to $151.6 million at September 30, 2016.

 

Shareholders’ Equity

 

Shareholders’ equity totaled $121.3 million at September 30, 2016 compared to $109.1 million at December 31, 2015. The increase in shareholders’ equity is due mainly to retained earnings net of dividends paid. Banking regulators have defined minimum regulatory capital ratios that the Corporation and the Bank are required to maintain. These risk based capital guidelines take into consideration risk factors, as defined by the banking regulators, associated with various categories of assets, both on and off the balance sheet. Both the Corporation and Bank are classified as well capitalized, which is the highest rating.

 

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Beginning January 1, 2015, the Corporation calculates its regulatory capital under the Basel III Final Rules which modified the definition of “well capitalized” and implemented changes in the risk weights of assets. The following table outlines the regulatory components of the Corporation’s capital and risk based capital ratios under these new rules.

 

   September 30,   December 31,     
   2016   2015     
   (In Thousands)     
Tier 1 Capital:               
Common stock  $8,837   $8,805      
Capital surplus   20,625    19,953      
Retained earnings   87,188    81,385      
Less: Net unrealized loss on available for sale equity securities   (47)   (1,380)     
Less: Disallowed goodwill and intangibles net of associated deferred tax liabilities   (1,749)   (280)     
Total Tier 1 capital   114,854    108,483      
                
Allowance for loan losses   12,951    12,200      
                
Total risk based capital  $127,805   $120,683      
                
Risk weighted assets  $1,034,456   $973,908      
                
Quarterly average assets  $1,268,504   $1,161,080      
              
             Regulatory
             Minimum
Risk-Based Capital Ratios:             
Common equity tier 1 capital ratio   11.10%   11.14%   5.125%
Tier 1 capital ratio   11.10%   11.14%   6.625%
Total capital ratio   12.35%   12.39%   8.625%
Leverage Capital Ratios:               
Tier 1 leverage ratio   9.05%   9.34%   4.000%

 

RESULTS OF OPERATIONS

 

Summary

Net income for the third quarter of 2016 totaled $4.4 million compared to $3.9 million for the same period in 2015. Earnings per diluted share were $0.41 for the third quarter of 2016, compared to $0.37 per diluted share in the same period of 2015. Third quarter 2016 pretax earnings increased $879 thousand or 14.58% when compared to third quarter 2015 pretax earnings. The banking segment had a decrease in pre-tax earnings when compared to the third quarter 2015 of $210 thousand, driven by an increase in the provision for loan loss over third quarter 2015 of $750 thousand. The banking segment’s interest income increased $1.6 million when compared to third quarter 2015 which was partially offset by an increase in salaries and employee benefits and interest expense of $444 thousand and $577 thousand, respectively. The mortgage segment had an increase in gains on the sale of loans of $2.5 million that resulted from an increase in the secondary margins on mortgage loans held for sale over third quarter 2015.

 

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Net income for the nine months ended September 30, 2016 totaled $13.4 million compared to $11.5 million for the same period in 2015. Earnings per diluted share were $1.26 for the first nine months of 2016, compared to $1.09 per diluted share in the same period of 2015. For the nine month period ended September 30, 2016, the banking segment saw an increase in pretax income of $989 thousand when compared to the nine months ended September 30, 2015 due to increases in net interest income of $3.1 million and non-interest income of $648 thousand which was partially offset by an increase in salaries and employee benefits of $2.0 million, due to continued staffing expansion, as well as an increase of $750 thousand in the provision for loan loss. When comparing the nine month period ended September 30, 2016 to the same period in 2015, the mortgage segment saw a pretax earnings increase of $2.1 million. The mortgage segment had an increase in gains on the sale of loans of $4.3 million when comparing the nine months ended September 30, 2016 to the same period in 2015 due to an increase in the secondary margins on mortgage loans held for sale, the increase was offset by a $1.6 million increase in salaries and employee benefits.

 

Net Interest Income

 

Net interest income, the principal source of earnings, is the amount of income generated by earning assets (primarily loans and investment securities) less the interest expense incurred on interest-bearing liabilities (primarily deposits) used to fund earning assets. Net interest income before the provision for loan losses totaled $11.1 million for the three months ended September 30, 2016 compared to $10.1 million for the same period in 2015. The annualized yield on earning assets was 4.01% for the quarter ended September 30, 2016 compared to 4.08% for the same period in 2015. The cost of interest-bearing deposits and borrowings increased to 0.81% for the quarter ended September 30, 2016 compared to the quarter ended September 30, 2015 at 0.61%. Net interest margin was 3.49% for the quarter ended September 30, 2016 compared to 3.70% for the same period in 2015.

 

Net interest income before the provision for loan losses totaled $32.5 million for the first nine months of 2016 compared to $29.3 million for the same period in 2015. The annualized yield on earning assets for the first nine months of 2016 was 4.04% compared to 4.06% for the same period in 2015. The cost of interest-bearing deposits and borrowings for the first nine months of 2016 was 0.78% compared to 0.56% for the same period in 2015. Net interest margin was 3.54% for the first nine months of 2016 compared to 3.69% for the same period in 2015.

 

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Volume and Rate Analysis

 

The following tables present the dollar amount of changes in interest income and interest expense for each category of interest earning assets and interest-bearing liabilities.

 

   Three Months Ended September 30, 
   2016 compared to 2015 
   Change Due To: 
   Increase /         
   (Decrease)   Volume   Rate 
   (In Thousands) 
Interest Earning Assets:               
Investments  $165   $175   $(10)
Loans held for sale   157    214    (57)
Loans   1,236    1,333    (97)
Interest-bearing deposits   64    10    54 
Total increase (decrease) in interest income   1,622    1,732    (110)
                
Interest-Bearing Liabilities:               
Interest-bearing demand deposits   64    15    49 
Money market deposit accounts   183    60    123 
Savings accounts   27    29    (2)
Time deposits   85    (152)   237 
Total interest-bearing deposits   359    (48)   407 
FHLB Short-term borrowings   37    (14)   51 
Securities sold under agreements to repurchase   (1)   (2)   1 
FHLB Long-term borrowings   181    185    (4)
Total increase (decrease) in interest expense   576    121    455 
                
Increase (decrease) in net interest income  $1,046   $1,611   $(565)

 

   Nine Months Ended September 30, 
   2016 compared to 2015 
   Change Due To: 
   Increase /         
   (Decrease)   Volume   Rate 
   (In Thousands) 
Interest Earning Assets:               
Investments  $489   $535   $(46)
Loans held for sale   12    58    (46)
Loans   4,206    3,962    244 
Interest-bearing deposits   169    37    132 
Total increase (decrease) in interest income   4,876    4,592    284 
                
Interest-Bearing Liabilities:               
Interest-bearing demand deposits   170    32    138 
Money market deposit accounts   339    129    210 
Savings accounts   100    93    7 
Time deposits   575    (17)   592 
Total interest-bearing deposits   1,184    237    947 
FHLB Short-term borrowings   77    (136)   213 
Securities sold under agreements to repurchase   (5)   (5)   - 
FHLB Long-term borrowings   512    521    (9)
Total increase (decrease) in interest expense   1,768    617    1,151 
                
Increase (decrease) in net interest income  $3,108   $3,975   $(867)

 

 46 

 

 

Average Balances, Net Interest Income, Yields Earned and Rates Paid

 

The following tables present for the periods indicated the total dollar amount of interest income from average interest earning assets and the resultant yields, as well as the interest expense on average interest-bearing liabilities, expressed in dollars and rates.

 

Yield on Average Earning Assets and Rates on Average Interest-Bearing Liabilities

Three Months Ended

 

   September 30, 2016   September 30, 2015 
   Average   Income /   Yield /   Average   Income /   Yield / 
(Dollars In Thousands)  Balance   Expense   Rate   Balance   Expense   Rate 
                         
Assets:                              
Interest-earning assets:                              
Securities  $191,794   $1,033    2.15%  $159,450   $868    2.18%
Loans held for sale   63,667    574    3.61%   40,465    417    4.12%
Loans(1)   947,622    11,073    4.67%   833,341    9,837    4.72%
Interest-bearing balances and federal funds sold   72,680    98    0.54%   59,216    34    0.23%
Total interest-earning assets   1,275,763    12,778    4.01%   1,092,472    11,156    4.08%
Noninterest-earning assets:                              
Cash and due from banks   13,251              10,765           
Premises, land and equipment   6,819              6,893           
Other assets   42,642              32,470           
Less: allowance for loan losses   (13,964)             (13,526)          
Total noninterest-earning assets   48,748              36,602           
Total Assets  $1,324,511             $1,129,074           
                               
Liabilities and Shareholders’ Equity:                              
Interest-bearing deposits:                              
Interest-bearing demand deposits  $137,387   $127    0.37%  $112,776   $63    0.22%
Money market deposit accounts   224,548    257    0.46%   141,821    74    0.21%
Savings accounts   37,892    47    0.50%   14,845    20    0.54%
Time deposits   277,014    918    1.33%   331,412    833    1.01%
Total interest-bearing deposits   676,841    1,349    0.80%   600,854    990    0.66%
Borrowings:                              
FHLB short-term borrowings   38,043    69    0.73%   58,207    32    0.22%
Securities sold under agreements to repurchase and federal funds purchased   14,881    4    0.11%   21,928    5    0.09%
FHLB long-term borrowings   75,000    213    1.14%   10,000    32    1.28%
Total borrowings   127,924    286    0.89%   90,135    69    0.31%
Total interest-bearing deposits and borrowings   804,765    1,635    0.81%   690,989    1,059    0.61%
Noninterest-bearing liabilities:                              
Demand deposits   390,997              324,763           
Other liabilities   10,095              8,753           
Total liabilities   1,205,857              1,024,505           
Shareholders’ Equity   118,654              104,569           
Total Liabilities and Shareholders’ Equity  $1,324,511             $1,129,074           
                               
Interest Spread(2)             3.19%             3.47%
                               
Net Interest Margin(3)       $11,143    3.49%       $10,097    3.70%

 

(1) Loans placed on nonaccrual status are included in loan balances.

(2) Interest spread is the average yield earned on earning assets, less the average rate incurred on interest-bearing liabilities.

(3) Net interest margin is net interest income, expressed as a percentage of average earning assets.

 

 47 

 

 

Yield on Average Earning Assets and Rates on Average Interest-Bearing Liabilities

Nine Months Ended

 

   September 30, 2016   September 30, 2015 
   Average   Income /   Yield /   Average   Income /   Yield / 
(Dollars In Thousands)  Balance   Expense   Rate   Balance   Expense   Rate 
                         
Assets:                              
Interest-earning assets:                              
Securities  $183,182   $2,954    2.15%  $149,831   $2,465    2.19%
Loans held for sale   47,935    1,355    3.77%   45,903    1,343    3.90%
Loans(1)   922,821    32,522    4.70%   810,096    28,316    4.66%
Interest-bearing balances and federal funds sold   69,860    264    0.50%   53,402    95    0.24%
Total interest-earning assets   1,223,798    37,095    4.04%   1,059,232    32,219    4.06%
Noninterest-earning assets:                              
Cash and due from banks   12,493              10,642           
Premises, land and equipment   6,782              6,921           
Other assets   38,142              32,731           
Less: allowance for loan losses   (13,733)             (13,438)          
Total noninterest-earning assets   43,684              36,856           
Total Assets  $1,267,482             $1,096,088           
                               
Liabilities and Shareholders’ Equity:                              
Interest-bearing deposits:                              
Interest-bearing demand deposits  $131,859   $360    0.36%  $114,885   $190    0.22%
Money market deposit accounts   185,839    522    0.37%   121,478    183    0.20%
Savings accounts   35,047    137    0.52%   10,956    37    0.45%
Time deposits   296,099    2,755    1.24%   298,383    2,180    0.97%
Total interest-bearing deposits   648,844    3,774    0.78%   545,702    2,590    0.63%
Borrowings:                              
FHLB short-term borrowings   58,467    280    0.64%   113,469    203    0.24%
Securities sold under agreements to repurchase and federal funds purchased   15,433    11    0.10%   22,373    16    0.10%
FHLB long-term borrowings   71,332    576    1.08%   6,886    64    1.24%
Total borrowings   145,232    867    0.80%   142,728    283    0.26%
Total interest-bearing deposits and borrowings   794,076    4,641    0.78%   688,430    2,873    0.56%
Noninterest-bearing liabilities:                              
Demand deposits   349,339              296,490           
Other liabilities   9,229              8,526           
Total liabilities   1,152,644              993,446           
Shareholders’ Equity   114,838              102,642           
Total Liabilities and Shareholders’ Equity  $1,267,482             $1,096,088           
                               
Interest Spread(2)             3.26%             3.50%
                               
Net Interest Margin(3)       $32,454    3.54%       $29,346    3.69%

 

(1) Loans placed on nonaccrual status are included in loan balances.

(2) Interest spread is the average yield earned on earning assets, less the average rate incurred on interest-bearing liabilities.

(3) Net interest margin is net interest income, expressed as a percentage of average earning assets.

 

 48 

 

 

Noninterest Income

 

Noninterest income consists of revenue generated from financial services and activities other than lending and investing. The mortgage segment provides the most significant contributions to noninterest income. Total noninterest income was $8.7 million for the third quarter of 2016 compared to $6.4 million for the same period in 2015. Gains on the sale of loans originated by the Banks’s mortgage segment are the largest component of noninterest income. Gains on the sale of loans totaled $8.3 million for the three month period ended September 30, 2016, compared to $5.8 million for the same period of 2015. Gains on the sale of loans fluctuate with the volume of mortgage loans originated. During the three months ended September 30, 2016, the Bank’s mortgage segment originated $168.8 million in mortgage and brokered loans, up from $120.0 million for the same period in 2015.

 

Noninterest income was $24.7 million for the first nine months of 2016 compared to $19.8 million for the same period in 2015. Gains on the sale of loans totaled $19.4 million for the nine month period ended September 30, 2016, compared to $15.1 million for the same period of 2015. During the nine months ended September 30, 2016, the Bank’s mortgage segment originated $429.4 million in mortgage and brokered loans, up from $379.8 million for the same period in 2015. For the nine months ended September 30, 2016, other income reflected an increase of $570 thousand over the nine months ended September 30, 2015 of which $270 thousand was attributable to recovered costs upon the settlement of a non-accrual loan.

 

Noninterest Expense

 

Noninterest expense totaled $12.2 million for the three months ended September 30, 2016, compared to $10.5 million for the same period in 2015, an increase of $1.7 million. Salaries and employee benefits totaled $8.2 million for the three months ended September 30, 2016, compared to $6.7 million for the same period last year due to an expansion in staffing. Other operating expenses totaled $3.2 million for the three months ended September 30, 2016, compared to $3.0 million for the same period in 2015.

 

Noninterest expense totaled $35.6 million for the nine months ended September 30, 2016, compared to $31.4 million for the same period in 2015, an increase of $4.2 million. Salaries and employee benefits totaled $24.3 million for the nine months ended September 30, 2016, compared to $20.4 million for the same period last year due to an expansion in staffing. Other operating expenses totaled $9.0 million for the nine months ended September 30, 2016, compared to $8.7 million for the same period in 2015.

 

 49 

 

 

The table below provides the composition of other operating expenses.

 

   Nine Months Ended September 30, 
   2016   2015 
   (In Thousands) 
         
Management fees  $935   $951 
Business and franchise tax   717    654 
Data processing   669    661 
Consulting fees   584    356 
Advertising and promotional   541    547 
Investor fees   541    455 
FDIC insurance   475    463 
Accounting and auditing   460    459 
Telephone   281    252 
Director fees   279    333 
Stock option   251    256 
Publication and subscription   218    177 
Early payoff   215    63 
Regulatory examinations   207    188 
Credit report   199    166 
Insurance   188    152 
Disaster recovery   151    147 
Education and training   151    124 
Office supplies-stationary print   149    174 
Travel   125    114 
FRB and bank analysis charges   123    109 
Verification fees   118    81 
Legal fees   117    312 
SBA guarantee fee   112    125 
Business development and meals   83    76 
Common stock   81    82 
Postage   69    68 
Dues and memberships   67    73 
Courier   42    45 
Automotive   41    35 
Appraisal fee   30    46 
Other   821    969 
   $9,040   $8,713 

 

 50 

 

 

Liquidity Management

 

Liquidity is the ability of the Corporation to meet current and future cash flow requirements. The liquidity of a financial institution reflects its ability to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining the Corporation’s ability to meet the daily cash flow requirements of both depositors and borrowers. Management monitors liquidity through a regular review of asset and liability maturities, funding sources, and loan and deposit forecasts. Asset and liability management functions not only serve to assure adequate liquidity in order to meet the needs of the Corporation’s customers, but also to maintain an appropriate balance between interest sensitive assets and interest sensitive liabilities so that the Corporation can earn an appropriate return for its shareholders.

 

The asset portion of the balance sheet provides liquidity primarily through loan principal repayments and maturities of investment securities. Other short-term investments such as federal funds sold and interest-bearing deposits with other banks provide an additional source of liquidity funding. At September 30, 2016, overnight interest-bearing balances totaled $67.8 million and unpledged available-for-sale investment securities totaled approximately $29.0 million.

 

The Bank proactively manages a portfolio of short-term time deposits issued to local municipalities and wholesale depositors in order to fund loans held for sale and short-term investments. As of September 30, 2016, the portfolio of CDARS deposits, Insured Cash Sweep (ICS) deposits, and wholesale time deposits totaled $151.6 million compared to $191.9 million at December 31, 2015, respectively.

 

The liability portion of the balance sheet provides liquidity through various interest-bearing and noninterest-bearing deposit accounts, federal funds purchased, securities sold under agreement to repurchase and other short-term borrowings. At September 30, 2016, the Bank had a line of credit with the FHLB totaling $391.3 million and had outstanding a $25 million short-term loan at a fixed rate of 0.74%, $75 million in long-term loans at fixed rates ranging from 0.72% to 1.54%, and a $35 million public deposit letter of credit from the Commonwealth of Virginia Treasury Board. In addition to the line of credit at the FHLB, the Bank issues repurchase agreements. As of September 30, 2016, outstanding repurchase agreements totaled $16.3 million. The interest rates on these instruments are variable and subject to change daily. The Bank also maintains federal funds lines of credit with its correspondent banks and, at September 30, 2016, these lines totaled $62.4 million and were available as an additional funding source.

 

 51 

 

 

The following table presents the composition of borrowings at September 30, 2016 and December 31, 2015 as well as the average balances for the nine months ended September 30, 2016 and the twelve months ended December 31, 2015.

 

Borrowed Funds Distribution
         
   September 30, 2016   December 31, 2015 
   (Dollars In Thousands) 
Borrowings:          
At Period End          
FHLB short-term borrowings  $25,000   $70,000 
Securities sold under agreements to repurchase   16,336    21,129 
FHLB long-term borrowings   75,000    55,000 
Total at period end  $116,336   $146,129 

 

   September 30, 2016   December 31, 2015 
   (Dollars In Thousands) 
Borrowings:          
Average Balances          
FHLB short-term borrowings  $58,467   $91,992 
Securities sold under agreements to repurchase   15,433    21,853 
FHLB long-term borrowings   71,332    18,890 
Federal funds purchased   -    164 
Total average balance  $145,232   $132,899 
           
Average rate paid on all borrowed funds   0.80%   0.35%

 

Management believes the Corporation is well positioned with liquid assets, the ability to generate liquidity through liability funding and the availability of borrowed funds, to meet the liquidity needs of depositors and customers’ borrowing needs. The Corporation’s ability to maintain sufficient liquidity may be affected by numerous factors, including economic conditions nationally and in our markets. Depending on the Corporation’s liquidity levels, its capital position, conditions in the capital markets and other factors, the Corporation may from time to time consider the issuance of debt, equity or other securities, or other possible capital markets transactions, the proceeds of which could provide additional liquidity for its operations.

 

 52 

 

 

Contractual Obligations

 

There have been no material changes outside the ordinary course of business to the contractual obligations disclosed in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

The Corporation’s market risk is composed primarily of interest rate risk. The Funds Management Committee is responsible for reviewing the interest rate sensitivity position and establishes policies to monitor and coordinate the Corporation’s sources, uses and pricing of funds.

 

Interest Rate Sensitivity Management

 

The Corporation uses a simulation model to analyze, manage and formulate operating strategies that address net interest income sensitivity to movements in interest rates. The simulation model projects net interest income based on various interest rate scenarios over a twelve month period. The model is based on the actual maturity and re-pricing characteristics of rate sensitive assets and liabilities. The model incorporates certain assumptions which management believes to be reasonable regarding the impact of changing interest rates and the prepayment assumption of certain assets and liabilities. The table below reflects the outcome of these analyses at September 30, 2016 and December 31, 2015, assuming budgeted growth in the balance sheet. According to the model run for the nine month period ended September 30, 2016, and projecting forward over a twelve month period, an immediate 100 basis point increase in interest rates would result in an increase in net interest income of 1.92%. Modeling for an immediate 100 basis point decrease in interest rates has been suspended due to the current rate environment. While management carefully monitors the exposure to changes in interest rates and takes actions as warranted to mitigate any adverse impact, there can be no assurance about the actual effect of interest rate changes on net interest income.

 

The following table reflects the Corporation’s earnings sensitivity profile.

 

Increase in Federal
Funds Target Rate
   Hypothetical Percentage Change in Net
Interest Income September 30, 2016
   Hypothetical Percentage Change in Net
Interest Income December 31, 2015
 
 3.00%   5.68%   11.50%
 2.00%   3.84%   3.40%
 1.00%   1.92%   1.50%

 

The Corporation’s net interest income and the fair value of its financial instruments are influenced by changes in the level of interest rates. The Corporation manages its exposure to fluctuations in interest rates through policies established by its Funds Management Committee. The Funds Management Committee meets periodically and has responsibility for formulating and implementing strategies to improve balance sheet positioning and earnings and reviewing interest rate sensitivity.

 

 53 

 

 

The Mortgage Division is party to mortgage rate lock commitments to fund mortgage loans at interest rates previously agreed (locked) by both the Mortgage Division and the borrower for specified periods of time. When the borrower locks his or her interest rate, the Mortgage Division effectively extends a put option to the borrower, whereby the borrower is not obligated to enter into the loan agreement, but the Mortgage Division must honor the interest rate for the specified time period. The Mortgage Division is exposed to interest rate risk during the accumulation of interest rate lock commitments and loans prior to sale. The Mortgage Division utilizes either a best efforts sell forward or a mandatory sell forward commitment to economically hedge the changes in fair value of the loan due to changes in market interest rates. Failure to effectively monitor, manage, and hedge the interest rate risk associated with the mandatory commitments subjects the Mortgage Division to potentially significant market risk.

 

Throughout the lock period the changes in the market value of interest rate lock commitments, best efforts and mandatory sell forward commitments are recorded as unrealized gains and losses and are included in the consolidated statement of income under other noninterest income. The Mortgage Division utilizes a third party and its proprietary simulation model to assist in identifying and managing the risk associated with this activity.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The Corporation’s management evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports that the Corporation files or submits under 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 the Corporation’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that the Corporation’s disclosure controls and procedures will detect or uncover every situation involving the failure of persons within the Corporation to disclose material information required to be set forth in the Corporation’s periodic and current reports.

 

 54 

 

 

Changes in Internal Control over Financial Reporting

 

The Corporation’s management is also responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). No changes in the Corporation’s internal control over financial reporting occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Corporation and the Bank are from time to time parties to legal proceedings arising in the ordinary course of business. Management is of the opinion that these legal proceedings will not have a material adverse effect on the Corporation’s financial condition or results of operations. From time to time the Bank and the Corporation may initiate legal actions against borrowers in connection with collecting defaulted loans. Such actions are not considered material by management unless otherwise disclosed.

 

Item 1A. Risk Factors

 

The following risk factors should be considered in addition to the risk factors disclosed in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015. Such factors relate to the Corporation’s pending merger with Middleburg.

 

Combining the Corporation and Middleburg may be more difficult, costly or time-consuming than the Corporation expects.

 

The success of the merger will depend, in part, on the Corporation’s ability to realize the anticipated benefits and cost savings from combining the businesses of the Corporation and Middleburg and to combine the businesses of the Corporation and Middleburg in a manner that permits growth opportunities and cost savings to be realized without materially disrupting the existing customer relationships of Middleburg or the Corporation or decreasing revenues due to loss of customers. However, to realize these anticipated benefits and cost savings, the Corporation must successfully combine the businesses of the Corporation and Middleburg. If the Corporation is not able to achieve these objectives, the anticipated benefits and cost savings of the merger may not be realized fully, or at all, or may take longer to realize than expected.

 

The Corporation and Middleburg have operated, and, until the completion of the merger, will continue to operate, independently. The success of the merger will depend, in part, on the Corporation’s ability to successfully combine the businesses of the Corporation and Middleburg. To realize these anticipated benefits, after the completion of the merger, the Corporation expects to integrate Middleburg’s business into its own. The integration process in the merger could result in the loss of key employees, the disruption of each party’s ongoing business, inconsistencies in standards, controls, procedures and policies that affect adversely either party’s ability to maintain relationships with customers and employees or achieve the anticipated benefits of the merger. The loss of key employees could adversely affect the Corporation’s ability to successfully conduct its business in the markets in which Middleburg now operates, which could have an adverse effect on the Corporation’s financial results and the value of its common stock. If the Corporation experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized, fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be disruptions that cause the Corporation and Middleburg to lose customers or cause customers to withdraw their deposits from Middleburg’s or the Corporation’s banking subsidiaries, or other unintended consequences that could have a material adverse effect on the Corporation’s results of operations or financial condition after the merger. These integration matters could have an adverse effect on each of Middleburg and the Corporation during this transition period and for an undetermined period after consummation of the merger.

 

If the Corporation and Middleburg do not successfully integrate, the combined company may not realize the expected benefits from the merger.

 

Integration in connection with a merger is sometimes difficult, and there is a risk that integrating the Corporation and Middleburg may take more time and resources than we expect. The Corporation’s ability to integrate Middleburg and its future success depend in large part on the ability of members of its board of directors and executive officers to work together effectively. After the merger, the Corporation will be governed by a board of directors comprised of 13 directors, of which 7 are current directors of the Corporation and the following six currently-serving Middleburg directors: John C. Lee, IV, Childs F. Burden, Gary D. LeClair, Mary Leigh McDaniel, Janet A. Neuharth, and Gary R. Shook. One of the eight such Middleburg directors, John C. Lee, IV, current chairman of Middleburg’s board of directors, will serve as chairman of the Corporation’s board of directors; Michael G. Anzilotti, the current chairman of the Corporation’s board, will serve as vice chairman of the Corporation’s board; and the Executive Committee of the Corporation’s Board of Directors shall be Mr. Anzilotti, Martin S. Friedman, Michael W. Clarke, Mr. Lee, IV, and Mr. Shook. The executive officers of the Corporation will continue serving in their current positions as executive officers of the Corporation after the merger, and Mr. Shook and Jeffrey H. Culver will also serve as executive officers of the Corporation after the merger as Chairman and Chief Executive Officer of Middleburg Investment Group and Chairman of Middleburg Trust Company, and as Executive Vice President and Chief Operating Officer, respectively. Disagreements among board members and executive management could arise in connection with integration issues, strategic considerations and other matters. As a result, there is a risk that the Corporation’s board of directors and executive officers may not be able to operate effectively, which would affect adversely the Corporation’s ability to integrate the operations of the Corporation and Middleburg successfully and the Corporation’s future operating results.

 

 55 
   

 

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the surviving corporation following the merger.

 

Before the merger may be completed, the Corporation and Middleburg must obtain approvals from the FRB, the Virginia SCC and the OCC. Other approvals, waivers or consents from regulators may also be required. These regulators may impose conditions on the completion of the merger or the bank merger or require changes to the terms of the merger or the bank merger. Although the Corporation and Middleburg do not expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying or preventing completion of the merger or imposing additional costs on or limiting the revenues of the Corporation allowing the merger, any of which might have an adverse effect on the Corporation following the merger.

 

The Corporation may not be able to effectively integrate the operations of Middleburg Bank into Access National Bank.

 

The future operating performance of the Corporation and Access National Bank will depend, in part, on the success of the merger of Middleburg Bank and Access National Bank. After the merger of Corporation and Middleburg and at a time to be determined by Corporation, Middleburg Bank will be merged with and into Access National Bank with Access National Bank surviving. After the merger of Corporation and Middleburg, each director of Corporation, in addition to Mark Moore, President of Access National Bank, will serve as a director of Access National Bank and as a director of Middleburg Bank, and executive officers of Access National Bank will continue serving in their current positions as officers of Access National Bank. After the merger of Corporation and Middleburg, Mr. Shook and Mr. Culver will also serve as officers of Access National Bank as President of Middleburg Bank, an operating division of Access National Bank, and as Executive Vice President and Chief Operating Officer, respectively, and all executive officers of Access National Bank will serve in substantially similar positions as officers of Middleburg Bank. The success of the merger of the banks will, in turn, depend on a number of factors, including Corporation’s ability to: (i) integrate the operations and branches of Middleburg Bank and Access National Bank; (ii) retain the deposits and customers of Middleburg Bank and Access National Bank; (iii) control the incremental increase in noninterest expense arising from the merger in a manner that enables the combined bank to improve its overall operating efficiencies; and (iv) retain and integrate the appropriate personnel of Middleburg Bank into the operations of Access National Bank, as well as reducing overlapping bank personnel. The integration of Middleburg Bank and Access National Bank following the subsidiary bank merger will require the dedication of the time and resources of the banks’ management and may temporarily distract managements’ attention from the day-to-day business of the banks. If Access National Bank is unable to successfully integrate Middleburg Bank, Access National Bank may not be able to realize expected operating efficiencies and eliminate redundant costs.

 

The merger may distract management of the Corporation and Middleburg from their other responsibilities.

 

The merger could cause the respective management groups of the Corporation and Middleburg to focus their time and energies on matters related to the transaction that otherwise would be directed to their business and operations. Any such distraction on the part of either company’s management could affect its ability to service existing business and develop new business and adversely affect the business and earnings of the Corporation or Middleburg before the merger, or the business and earnings of the Corporation after the merger.

 

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Termination of the merger agreement could negatively impact the Corporation or Middleburg.

 

If the merger agreement is terminated, the Corporation’s or Middleburg’s business may be impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of the Corporation’s or Middleburg’s common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed. Furthermore, costs relating to the merger, such as legal, accounting and financial advisory fees, must be paid even if the merger is not completed. If the merger agreement is terminated under certain circumstances, including circumstances involving a change in recommendation by the Corporation’s or Middleburg’s board of directors, the Corporation or Middleburg may be required to pay to the other party a termination fee of $9.9 million.

 

The merger agreement limits the ability of the Corporation and Middleburg to pursue alternatives to the merger and might discourage competing offers for a higher price or premium.

 

The merger agreement contains “no-shop” provisions that, subject to limited exceptions, limit the ability of the Corporation and Middleburg to discuss, facilitate or commit to competing third-party proposals to acquire all or a significant part of each company. In addition, under certain circumstances, if the merger agreement is terminated and either the Corporation or Middleburg, subject to certain restrictions, consummates a similar transaction other than the merger, the party consummating such transaction must pay to the other a termination fee of $9.9 million. These provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant percentage of ownership of the Corporation or Middleburg from considering or proposing the acquisition even if it were prepared to pay consideration, with respect to Middleburg, with a higher per share market price than that proposed in the merger, and with respect to the Corporation, with a per share market price that would amount to a premium over the current per share market price of the Corporation.

 

The Corporation and Middleburg will be subject to business uncertainties and contractual restrictions while the merger is pending.

 

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on the Corporation and Middleburg. These uncertainties may impair the Corporation’s and Middleburg’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with the Corporation and Middleburg to seek to change existing business relationships with the Corporation and Middleburg. Retention of certain employees by the Corporation and Middleburg may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with the Corporation or Middleburg. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the Corporation or Middleburg, the Corporation’s or Middleburg’s business, or the business of the combined company following the merger, could be harmed. In addition, subject to certain exceptions, the Corporation and Middleburg have each agreed to operate its business in the ordinary course prior to closing and refrain from taking certain specified actions until the merger occurs. If the merger is not completed, the Corporation and Middleburg will have incurred substantial expenses without realizing the expected benefits of the merger.

 

Each the Corporation and Middleburg has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this joint proxy statement/prospectus and all filing and other fees paid to the SEC in connection with the merger. If the merger is not completed, the Corporation and Middleburg would have to incur these expenses without realizing the expected benefits of the merger.

 

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

The following table details the Corporation’s purchases of its common stock during the third quarter of 2016 pursuant to a Share Repurchase Program announced on March 20, 2007. On June 22, 2010 the number of shares authorized for repurchase under the share repurchase program was increased from 2,500,000 to 3,500,000. The Share Repurchase Program does not have an expiration date.

 

Issuer Purchases of Equity Securities
           (c) Total Number of   (d) Maximum Number 
           Shares Purchased as   of Shares that may 
   (a) Total Number of   (b) Average Price   Part of Publicly   yet be Purchased 
Period  Shares Purchased   Paid Per Share   Announced Plan   Under the Plan 
                 
July 1 - July 31, 2016   -   $-    -    768,781 
August 1 - August 31, 2016   -    -    -    768,781 
September 1 - September 30, 2016   -    -    -    768,781 
    -   $-    -    768,781 

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

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Item 6. Exhibits

 

Exhibit No.   Description
2.1   Agreement and Plan of Reorganization, dated as October 21, 2016, between Access National Corporation and Middleburg Financial Corporation (incorporated by reference to Exhibit 2.1 to Form 8-K filed October 25, 2016 (file number 000-49929))
3.1   Amended and Restated Articles of Incorporation of Access National Corporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed July 18, 2006 (file number 000-49929))
3.1.1   Articles of Amendment to Amended and Restated Articles of Incorporation of Access National Corporation (incorporated by reference to Exhibit 3.1.1 to Form 10-Q filed August 15, 2011 (file number 000-49929))
3.2   Amended and Restated Bylaws of Access National Corporation (incorporated by reference to Exhibit 3.2 to Form 8-K filed October 24, 2007 (file number 000-49929))
    Certain instruments relating to long-term debt as to which the total amount of securities authorized thereunder does not exceed 10% of Access National Corporation’s total assets have been omitted in accordance with Item 601(b)(4)(iii) of Regulation S-K. The registrant will furnish a copy of any such instrument to the Securities and Exchange Commission upon its request.
31.1*   CEO Certification Pursuant to Rule 13a-14(a)
31.2*   CFO Certification Pursuant to Rule 13a-14(a)
32*   CEO/CFO Certification Pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350)
101*   The following materials from Access National Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 formatted in XBRL (Extensible Business Reporting Language), filed herewith: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Income (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statements of Changes in Shareholders’ Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited), and (vi) Notes to Consolidated Financial Statements (unaudited).
101.INS*   XBRL Instance Document
101.SCH*   XBRL Taxonomy Extension Schema
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase
101.DEF*   XBRL Taxonomy Extension Definition Linkbase
101.LAB*   XBRL Taxonomy Extension Label Linkbase
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase
     
* filed herewith

 

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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.

 

    Access National Corporation
    (Registrant)
     
Date: November 9, 2016 By: /s/ Michael W. Clarke
    Michael W. Clarke
    President and Chief Executive Officer
    (Principal Executive Officer)
     
Date: November 9, 2016 By: /s/ Margaret M. Taylor
    Margaret M. Taylor
    Executive Vice President and Chief Financial Officer
    (Principal Financial & Accounting Officer)

 

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