NOTE 1. BASIS OF PRESENTATION
We, Summit Financial Group, Inc. and subsidiaries, prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual year end financial statements. In our opinion, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature.
The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates. You should carefully consider each risk factor discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 and the COVID-19 risk factor in Part II. Item 1A Risk Factors of this quarterly report on Form 10-Q.
The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the full year. The consolidated financial statements and notes included herein should be read in conjunction with our 2019 audited financial statements and Annual Report on Form 10-K.
NOTE 2. SIGNIFICANT NEW AUTHORITATIVE ACCOUNTING GUIDANCE
Recently Adopted
During June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. Accounting Standards Codification Topic 326 ("ASC 326"), Financial Instruments - Credit Losses, as amended, among other things, requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques previously applied are still permitted, although the inputs to those techniques have changed to reflect the full amount of expected credit losses. In addition, ASC 326 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.
We adopted ASC 326 on January 1, 2020 using the modified retrospective approach. Results for the periods beginning after January 1, 2020 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable US GAAP. We recorded a net reduction of retained earnings of $6.76 million upon adoption. The transition adjustment includes an increase in the allowance for credit losses for loans ("ACLL") of $6.93 million and an increase in the allowance for credit losses on off-balance sheet credit exposures of $2.43 million, net of the corresponding increases in deferred tax assets of $2.13 million. The adjustments to the allowance for credit losses ("ACL") for both loans and off-balance sheet credit exposures are combined and reported on our income statement as credit loss expense. Further information regarding our policies and methodology used to estimate the ACLL is presented in Note 6 - Loans and Allowance for Credit Losses for Loans. Further information regarding our policies and methodology used to estimate the ACL on off-balance-sheet credit exposures is presented in Note 11 - Commitments and Contingencies.
We adopted ASC 326 using the prospective transition approach for financial assets purchased with credit deterioration (“PCD”) that were previously classified as purchased credit impaired (“PCI”) and accounted for under ASC 310-30. In accordance with the standard, we did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. The remaining credit discount on the PCI loans was recorded as an offset to the ACLL at the time of adoption and is netted in the above adjustment. The remaining adjustment for noncredit factors on these loans will be accreted into interest income on a level-yield method over the life of the loans.
Additionally, we evaluated each acquired loan for PCD status at the time of adoption. We identified loans with a net balance of $9.4 million that should be considered PCD. We considered the remaining discount at the time of adoption to be for noncredit factors on these loans and it will be accreted into interest income on a level-yield method over the life of the loans.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The amendments modify the disclosure requirements in Topic 820 to add disclosures regarding changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty. Certain disclosure
requirements in Topic 820 are also removed or modified. The amendments were effective for us January 1, 2020 and did not have a material impact on our consolidated financial statements.
In March 2020, various regulatory agencies, including the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation, (“the agencies”) issued an interagency statement on loan modifications and reporting for financial institutions working with customers affected by the Coronavirus ("COVID-19"). The interagency statement was effective immediately and impacted accounting for loan modifications. Under ASC 310-40, Receivables - Troubled Debt Restructurings by Creditors, (“ASC 310-40”), a restructuring of debt constitutes a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to the COVID-19 crisis to borrowers who were current prior to any relief, are not to be considered TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. This interagency guidance is expected to have a material impact on the Company’s financial statements; however, this impact cannot be quantified at this time. See Note 6 of the accompanying consolidated financial statements for disclosure of the impact to date.
Pending Adoption
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. The ASU is expected to reduce cost and complexity related to the accounting for income taxes by removing specific exceptions to general principles in Topic 740 (eliminating the need for an organization to analyze whether certain exceptions apply in a given period) and improving financial statement preparers’ application of certain income tax-related guidance. This ASU is part of the FASB’s simplification initiative to make narrow-scope simplifications and improvements to accounting standards through a series of short-term projects. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. We are currently assessing the impact that ASU 2019-12 will have on our consolidated financial statements.
In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. We do not expect the adoption of ASU 2020-01 to have a material impact on our consolidated financial statements.
In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. At this time, we do not anticipate any material adverse impact to our business operation or financial results during the period of transition.
NOTE 3. FAIR VALUE MEASUREMENTS
The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
Fair Value Measurements Using:
|
Dollars in thousands
|
March 31, 2020
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Securities available for sale
|
|
|
|
|
|
|
|
U.S. Government sponsored agencies
|
$
|
40,366
|
|
|
$
|
—
|
|
|
$
|
40,366
|
|
|
$
|
—
|
|
Mortgage backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
Government sponsored agencies
|
68,927
|
|
|
—
|
|
|
68,927
|
|
|
—
|
|
Nongovernment sponsored entities
|
11,076
|
|
|
—
|
|
|
11,076
|
|
|
—
|
|
State and political subdivisions
|
50,511
|
|
|
—
|
|
|
50,511
|
|
|
—
|
|
Corporate debt securities
|
19,590
|
|
|
—
|
|
|
19,590
|
|
|
—
|
|
Asset-backed securities
|
40,061
|
|
|
—
|
|
|
40,061
|
|
|
—
|
|
Tax-exempt state and political subdivisions
|
74,514
|
|
|
—
|
|
|
74,514
|
|
|
—
|
|
Total securities available for sale
|
$
|
305,045
|
|
|
$
|
—
|
|
|
$
|
305,045
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Derivative financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
$
|
3,477
|
|
|
$
|
—
|
|
|
$
|
3,477
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
Fair Value Measurements Using:
|
Dollars in thousands
|
December 31, 2019
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Securities available for sale
|
|
|
|
|
|
|
|
U.S. Government sponsored agencies
|
$
|
20,864
|
|
|
$
|
—
|
|
|
$
|
20,864
|
|
|
$
|
—
|
|
Mortgage backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
Government sponsored agencies
|
70,975
|
|
|
—
|
|
|
70,975
|
|
|
—
|
|
Nongovernment sponsored entities
|
10,229
|
|
|
—
|
|
|
10,229
|
|
|
—
|
|
State and political subdivisions
|
49,973
|
|
|
—
|
|
|
49,973
|
|
|
—
|
|
Corporate debt securities
|
18,200
|
|
|
—
|
|
|
18,200
|
|
|
—
|
|
Asset-backed securities
|
33,014
|
|
|
—
|
|
|
33,014
|
|
|
—
|
|
Tax-exempt state and political subdivisions
|
73,100
|
|
|
—
|
|
|
73,100
|
|
|
—
|
|
Total securities available for sale
|
$
|
276,355
|
|
|
$
|
—
|
|
|
$
|
276,355
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Derivative financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
$
|
988
|
|
|
$
|
—
|
|
|
$
|
988
|
|
|
$
|
—
|
|
We may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with U.S. generally accepted accounting principles. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. Assets measured at fair value on a nonrecurring basis are included in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
Fair Value Measurements Using:
|
Dollars in thousands
|
March 31, 2020
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Residential mortgage loans held for sale
|
$
|
647
|
|
|
$
|
—
|
|
|
$
|
647
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Collateral-dependent loans with an ACLL
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
Commercial real estate
|
1,863
|
|
|
—
|
|
|
1,863
|
|
|
—
|
|
Construction and development
|
429
|
|
|
—
|
|
|
429
|
|
|
—
|
|
Residential real estate
|
196
|
|
|
—
|
|
|
196
|
|
|
—
|
|
Total collateral-dependent loans with an ACLL
|
$
|
2,496
|
|
|
$
|
—
|
|
|
$
|
2,496
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Property held for sale
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate
|
$
|
1,217
|
|
|
$
|
—
|
|
|
$
|
1,217
|
|
|
$
|
—
|
|
Construction and development
|
11,676
|
|
|
—
|
|
|
11,676
|
|
|
—
|
|
Residential real estate
|
557
|
|
|
—
|
|
|
557
|
|
|
—
|
|
Total property held for sale
|
$
|
13,450
|
|
|
$
|
—
|
|
|
$
|
13,450
|
|
|
$
|
—
|
|
Collateral dependent loans with an ACLL were categorized as impaired loans with specific reserves prior to the adoption of ASC 326.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
Fair Value Measurements Using:
|
Dollars in thousands
|
December 31, 2019
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Residential mortgage loans held for sale
|
$
|
1,319
|
|
|
$
|
—
|
|
|
$
|
1,319
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Collateral-dependent impaired loans
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
$
|
4,831
|
|
|
$
|
—
|
|
|
$
|
4,831
|
|
|
$
|
—
|
|
Commercial real estate
|
1,863
|
|
|
—
|
|
|
1,863
|
|
|
—
|
|
Construction and development
|
425
|
|
|
—
|
|
|
425
|
|
|
—
|
|
Residential real estate
|
692
|
|
|
—
|
|
|
566
|
|
|
126
|
|
Total collateral-dependent impaired loans
|
$
|
7,811
|
|
|
$
|
—
|
|
|
$
|
7,685
|
|
|
$
|
126
|
|
|
|
|
|
|
|
|
|
Property held for sale
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate
|
$
|
1,304
|
|
|
$
|
—
|
|
|
$
|
1,304
|
|
|
$
|
—
|
|
Construction and development
|
12,182
|
|
|
—
|
|
|
12,182
|
|
|
—
|
|
Residential real estate
|
705
|
|
|
—
|
|
|
705
|
|
|
—
|
|
Total property held for sale
|
$
|
14,191
|
|
|
$
|
—
|
|
|
$
|
14,191
|
|
|
$
|
—
|
|
The carrying values and estimated fair values of our financial instruments are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
Fair Value Measurements Using:
|
Dollars in thousands
|
|
Carrying
Value
|
|
Estimated
Fair
Value
|
|
Level 1
|
Level 2
|
Level 3
|
Financial assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
41,454
|
|
|
$
|
41,454
|
|
|
$
|
—
|
|
$
|
41,454
|
|
$
|
—
|
|
Securities available for sale
|
|
305,045
|
|
|
305,045
|
|
|
—
|
|
305,045
|
|
—
|
|
Other investments
|
|
11,804
|
|
|
11,804
|
|
|
—
|
|
11,804
|
|
—
|
|
Loans held for sale, net
|
|
647
|
|
|
647
|
|
|
—
|
|
647
|
|
—
|
|
Loans, net
|
|
1,982,661
|
|
|
1,981,162
|
|
|
—
|
|
2,496
|
|
1,978,666
|
|
Accrued interest receivable
|
|
9,043
|
|
|
9,043
|
|
|
—
|
|
9,043
|
|
—
|
|
Cash surrender value of life insurance policies
|
|
46,497
|
|
|
46,497
|
|
|
—
|
|
46,497
|
|
—
|
|
|
|
$
|
2,397,151
|
|
|
$
|
2,395,652
|
|
|
$
|
—
|
|
$
|
416,986
|
|
$
|
1,978,666
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
$
|
2,044,914
|
|
|
$
|
2,054,077
|
|
|
$
|
—
|
|
$
|
2,054,077
|
|
$
|
—
|
|
Short-term borrowings
|
|
161,745
|
|
|
161,745
|
|
|
—
|
|
161,745
|
|
—
|
|
Long-term borrowings
|
|
712
|
|
|
888
|
|
|
—
|
|
888
|
|
—
|
|
Subordinated debentures owed to unconsolidated
subsidiary trusts
|
|
19,589
|
|
|
19,589
|
|
|
—
|
|
19,589
|
|
—
|
|
Accrued interest payable
|
|
1,096
|
|
|
1,096
|
|
|
—
|
|
1,096
|
|
—
|
|
Derivative financial liabilities
|
|
3,477
|
|
|
3,477
|
|
|
—
|
|
3,477
|
|
—
|
|
|
|
$
|
2,231,533
|
|
|
$
|
2,240,872
|
|
|
$
|
—
|
|
$
|
2,240,872
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
Fair Value Measurements Using:
|
Dollars in thousands
|
|
Carrying
Value
|
|
Estimated
Fair
Value
|
|
Level 1
|
Level 2
|
Level 3
|
Financial assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
61,888
|
|
|
$
|
61,888
|
|
|
$
|
—
|
|
$
|
61,888
|
|
$
|
—
|
|
Securities available for sale
|
|
276,355
|
|
|
276,355
|
|
|
—
|
|
276,355
|
|
—
|
|
Other investments
|
|
12,972
|
|
|
12,972
|
|
|
—
|
|
12,972
|
|
—
|
|
Loans held for sale, net
|
|
1,319
|
|
|
1,319
|
|
|
—
|
|
1,319
|
|
—
|
|
Loans, net
|
|
1,900,425
|
|
|
1,901,020
|
|
|
—
|
|
7,685
|
|
1,893,335
|
|
Accrued interest receivable
|
|
8,439
|
|
|
8,439
|
|
|
—
|
|
8,439
|
|
—
|
|
Cash surrender value of life insurance policies
|
|
43,603
|
|
|
43,603
|
|
|
—
|
|
43,603
|
|
—
|
|
|
|
$
|
2,305,001
|
|
|
$
|
2,305,596
|
|
|
$
|
—
|
|
$
|
412,261
|
|
$
|
1,893,335
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
$
|
1,913,237
|
|
|
$
|
1,918,610
|
|
|
$
|
—
|
|
$
|
1,918,610
|
|
$
|
—
|
|
Short-term borrowings
|
|
199,345
|
|
|
199,345
|
|
|
—
|
|
199,345
|
|
—
|
|
Long-term borrowings
|
|
717
|
|
|
854
|
|
|
—
|
|
854
|
|
—
|
|
Subordinated debentures owed to unconsolidated
subsidiary trusts
|
|
19,589
|
|
|
19,589
|
|
|
—
|
|
19,589
|
|
—
|
|
Accrued interest payable
|
|
1,234
|
|
|
1,234
|
|
|
—
|
|
1,234
|
|
—
|
|
Derivative financial liabilities
|
|
988
|
|
|
988
|
|
|
—
|
|
988
|
|
—
|
|
|
|
$
|
2,135,110
|
|
|
$
|
2,140,620
|
|
|
$
|
—
|
|
$
|
2,140,620
|
|
$
|
—
|
|
NOTE 4. EARNINGS PER SHARE
The computations of basic and diluted earnings per share follow:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31,
|
|
|
2020
|
|
2019
|
Dollars in thousands,except per share amounts
|
|
Net Income
(Numerator)
|
|
Common
Shares
(Denominator)
|
|
Per
Share
|
|
Net Income
(Numerator)
|
|
Common
Shares
(Denominator)
|
|
Per
Share
|
Net income
|
|
$
|
4,506
|
|
|
|
|
|
|
$
|
7,092
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$
|
4,506
|
|
|
12,975,429
|
|
|
$
|
0.35
|
|
|
$
|
7,092
|
|
|
12,717,501
|
|
|
$
|
0.56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
4,516
|
|
|
|
|
|
|
|
5,313
|
|
|
|
|
Stock appreciation rights (SARs)
|
|
|
|
48,404
|
|
|
|
|
|
|
55,831
|
|
|
|
Restricted stock units (RSUs)
|
|
|
|
366
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
$
|
4,506
|
|
|
13,028,715
|
|
|
$
|
0.35
|
|
|
$
|
7,092
|
|
|
12,778,644
|
|
|
$
|
0.56
|
|
Stock option and stock appreciation right (SAR) grants are disregarded in this computation if they are determined to be anti-dilutive. All stock options were dilutive for the quarter ended March 31, 2020 and our anti-dilutive stock options for the quarter ended March 31, 2019 were 7,700 shares. Our anti-dilutive SARs for the quarters ended March 31, 2020 and March 31, 2019 were 222,740. Our anti-dilutive RSUs for the quarter ended March 31, 2020 were 2,785.
NOTE 5. DEBT SECURITIES
The amortized cost, unrealized gains, unrealized losses and estimated fair values of securities at March 31, 2020 and December 31, 2019 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
Amortized
|
|
Unrealized
|
|
Estimated
|
Dollars in thousands
|
Cost
|
|
Gains
|
|
Losses
|
|
Fair Value
|
Available for Sale
|
|
|
|
|
|
|
|
Taxable debt securities
|
|
|
|
|
|
|
|
U.S. Government and agencies and corporations
|
$
|
40,349
|
|
|
$
|
359
|
|
|
$
|
342
|
|
|
$
|
40,366
|
|
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
Government-sponsored agencies
|
67,280
|
|
|
2,068
|
|
|
421
|
|
|
68,927
|
|
Nongovernment-sponsored entities
|
11,458
|
|
|
—
|
|
|
382
|
|
|
11,076
|
|
State and political subdivisions
|
|
|
|
|
|
|
|
|
|
|
|
General obligations
|
9,888
|
|
|
59
|
|
|
15
|
|
|
9,932
|
|
Water and sewer revenues
|
9,615
|
|
|
123
|
|
|
116
|
|
|
9,622
|
|
Lease revenues
|
5,310
|
|
|
61
|
|
|
21
|
|
|
5,350
|
|
Income tax revenues
|
5,060
|
|
|
149
|
|
|
—
|
|
|
5,209
|
|
University revenues
|
5,915
|
|
|
239
|
|
|
—
|
|
|
6,154
|
|
Other revenues
|
14,003
|
|
|
311
|
|
|
70
|
|
|
14,244
|
|
Corporate debt securities
|
19,795
|
|
|
104
|
|
|
309
|
|
|
19,590
|
|
Asset-backed securities
|
42,902
|
|
|
—
|
|
|
2,841
|
|
|
40,061
|
|
Total taxable debt securities
|
231,575
|
|
|
3,473
|
|
|
4,517
|
|
|
230,531
|
|
Tax-exempt debt securities
|
|
|
|
|
|
|
|
|
|
|
|
State and political subdivisions
|
|
|
|
|
|
|
|
|
|
|
|
General obligations
|
36,387
|
|
|
2,499
|
|
|
—
|
|
|
38,886
|
|
Water and sewer revenues
|
8,900
|
|
|
538
|
|
|
2
|
|
|
9,436
|
|
Lease revenues
|
7,329
|
|
|
558
|
|
|
—
|
|
|
7,887
|
|
Transportation revenues
|
6,628
|
|
|
287
|
|
|
—
|
|
|
6,915
|
|
Other revenues
|
10,901
|
|
|
490
|
|
|
1
|
|
|
11,390
|
|
Total tax-exempt debt securities
|
70,145
|
|
|
4,372
|
|
|
3
|
|
|
74,514
|
|
Total securities available for sale
|
$
|
301,720
|
|
|
$
|
7,845
|
|
|
$
|
4,520
|
|
|
$
|
305,045
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
Amortized
|
|
Unrealized
|
|
Estimated
|
Dollars in thousands
|
Cost
|
|
Gains
|
|
Losses
|
|
Fair Value
|
Available for Sale
|
|
|
|
|
|
|
|
Taxable debt securities
|
|
|
|
|
|
|
|
U.S. Government and agencies and corporations
|
$
|
21,036
|
|
|
$
|
212
|
|
|
$
|
384
|
|
|
$
|
20,864
|
|
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
Government-sponsored agencies
|
70,379
|
|
|
1,031
|
|
|
435
|
|
|
70,975
|
|
Nongovernment-sponsored entities
|
10,253
|
|
|
17
|
|
|
41
|
|
|
10,229
|
|
State and political subdivisions
|
|
|
|
|
|
|
|
|
|
|
|
General obligations
|
12,603
|
|
|
25
|
|
|
171
|
|
|
12,457
|
|
Water and sewer revenues
|
7,170
|
|
|
71
|
|
|
114
|
|
|
7,127
|
|
Lease revenues
|
5,310
|
|
|
25
|
|
|
77
|
|
|
5,258
|
|
University revenues
|
5,917
|
|
|
164
|
|
|
16
|
|
|
6,065
|
|
Other revenues
|
18,831
|
|
|
344
|
|
|
109
|
|
|
19,066
|
|
Corporate debt securities
|
18,268
|
|
|
81
|
|
|
149
|
|
|
18,200
|
|
Asset-backed securities
|
33,826
|
|
|
—
|
|
|
812
|
|
|
33,014
|
|
Total taxable debt securities
|
203,593
|
|
|
1,970
|
|
|
2,308
|
|
|
203,255
|
|
Tax-exempt debt securities
|
|
|
|
|
|
|
|
|
|
|
|
State and political subdivisions
|
|
|
|
|
|
|
|
|
|
|
|
General obligations
|
36,673
|
|
|
2,526
|
|
|
—
|
|
|
39,199
|
|
Water and sewer revenues
|
9,565
|
|
|
633
|
|
|
—
|
|
|
10,198
|
|
Lease revenues
|
8,455
|
|
|
598
|
|
|
—
|
|
|
9,053
|
|
Other revenues
|
13,929
|
|
|
728
|
|
|
7
|
|
|
14,650
|
|
Total tax-exempt debt securities
|
68,622
|
|
|
4,485
|
|
|
7
|
|
|
73,100
|
|
Total securities available for sale
|
$
|
272,215
|
|
|
$
|
6,455
|
|
|
$
|
2,315
|
|
|
$
|
276,355
|
|
The below information is relative to the five states where issuers with the highest volume of state and political subdivision securities held in our portfolio are located. We own no such securities of any single issuer which we deem to be a concentration.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
Amortized
|
|
Unrealized
|
|
Estimated
|
Dollars in thousands
|
Cost
|
|
Gains
|
|
Losses
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California
|
$
|
18,077
|
|
|
$
|
875
|
|
|
$
|
25
|
|
|
$
|
18,927
|
|
Texas
|
12,696
|
|
|
547
|
|
|
36
|
|
|
13,207
|
|
Michigan
|
10,826
|
|
|
635
|
|
|
—
|
|
|
11,461
|
|
New York
|
10,485
|
|
|
487
|
|
|
—
|
|
|
10,972
|
|
Illinois
|
9,246
|
|
|
441
|
|
|
—
|
|
|
9,687
|
|
Management performs pre-purchase and ongoing analysis to confirm that all investment securities meet applicable credit quality standards.
The maturities, amortized cost and estimated fair values of securities at March 31, 2020, are summarized as follows:
|
|
|
|
|
|
|
|
|
|
Dollars in thousands
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
Due in one year or less
|
|
$
|
30,028
|
|
|
$
|
29,995
|
|
Due from one to five years
|
|
88,141
|
|
|
88,321
|
|
Due from five to ten years
|
|
75,737
|
|
|
75,248
|
|
Due after ten years
|
|
107,814
|
|
|
111,481
|
|
|
|
$
|
301,720
|
|
|
$
|
305,045
|
|
The proceeds from sales, calls and maturities of securities available for sale, including principal payments received on mortgage-backed obligations, and the related gross gains and losses realized, for the three months ended March 31, 2020 and 2019 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from
|
|
Gross realized
|
Dollars in thousands
|
Sales
|
|
Calls and
Maturities
|
|
Principal
Payments
|
|
Gains
|
|
Losses
|
For the Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale
|
$
|
74,750
|
|
|
$
|
2,200
|
|
|
$
|
6,374
|
|
|
$
|
1,038
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale
|
$
|
79,776
|
|
|
$
|
1,100
|
|
|
$
|
4,684
|
|
|
$
|
105
|
|
|
$
|
108
|
|
We held 81 available for sale securities having an unrealized loss at March 31, 2020. We do not intend to sell these securities, and it is more likely than not that we will not be required to sell these securities before recovery of their amortized cost bases. We believe that this decline in value is primarily attributable to the lack of market liquidity and to changes in market interest rates and is not due to credit quality. Accordingly, no other-than-temporary impairment charge to earnings is warranted at this time.
Provided below is a summary of securities available for sale which were in an unrealized loss position at March 31, 2020 and December 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
|
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
Dollars in thousands
|
# of securities in loss position
|
|
Estimated
Fair Value
|
|
Unrealized
Loss
|
|
Estimated
Fair Value
|
|
Unrealized
Loss
|
|
Estimated
Fair Value
|
|
Unrealized
Loss
|
Taxable debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies and corporations
|
21
|
|
$
|
5,938
|
|
|
$
|
1
|
|
|
$
|
13,813
|
|
|
$
|
341
|
|
|
$
|
19,751
|
|
|
$
|
342
|
|
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government-sponsored agencies
|
9
|
|
2,780
|
|
|
177
|
|
|
9,089
|
|
|
244
|
|
|
11,869
|
|
|
421
|
|
Nongovernment-sponsored entities
|
7
|
|
8,267
|
|
|
241
|
|
|
2,809
|
|
|
141
|
|
|
11,076
|
|
|
382
|
|
State and political subdivisions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General obligations
|
4
|
|
4,625
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
4,625
|
|
|
15
|
|
Water and sewer revenues
|
5
|
|
4,861
|
|
|
116
|
|
|
—
|
|
|
—
|
|
|
4,861
|
|
|
116
|
|
Lease revenues
|
2
|
|
2,800
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
2,800
|
|
|
21
|
|
Other revenues
|
5
|
|
5,286
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
5,286
|
|
|
70
|
|
Corporate debt securities
|
6
|
|
4,017
|
|
|
180
|
|
|
1,871
|
|
|
129
|
|
|
5,888
|
|
|
309
|
|
Asset-backed securities
|
20
|
|
9,756
|
|
|
534
|
|
|
30,305
|
|
|
2,307
|
|
|
40,061
|
|
|
2,841
|
|
Tax-exempt debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and political subdivisions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Water and sewer revenues
|
1
|
|
560
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
560
|
|
|
2
|
|
Other revenues
|
1
|
|
157
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
157
|
|
|
1
|
|
Total
|
81
|
|
$
|
49,047
|
|
|
$
|
1,358
|
|
|
$
|
57,887
|
|
|
$
|
3,162
|
|
|
$
|
106,934
|
|
|
$
|
4,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
Dollars in thousands
|
# of securities in loss position
|
|
Estimated
Fair Value
|
|
Unrealized
Loss
|
|
Estimated
Fair Value
|
|
Unrealized
Loss
|
|
Estimated
Fair Value
|
|
Unrealized
Loss
|
Taxable debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies and
corporations
|
15
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,903
|
|
|
$
|
384
|
|
|
$
|
14,903
|
|
|
$
|
384
|
|
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government-sponsored agencies
|
21
|
|
12,298
|
|
|
96
|
|
|
15,174
|
|
|
339
|
|
|
27,472
|
|
|
435
|
|
Nongovernment-sponsored entities
|
4
|
|
8,323
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
8,323
|
|
|
41
|
|
State and political subdivisions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General obligations
|
10
|
|
10,581
|
|
|
171
|
|
|
—
|
|
|
—
|
|
|
10,581
|
|
|
171
|
|
Water and sewer revenues
|
4
|
|
4,421
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
4,421
|
|
|
114
|
|
Lease revenues
|
4
|
|
4,235
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
4,235
|
|
|
77
|
|
University revenues
|
1
|
|
1,307
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
1,307
|
|
|
16
|
|
Other revenues
|
6
|
|
6,517
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
6,517
|
|
|
109
|
|
Corporate debt securities
|
6
|
|
1,686
|
|
|
3
|
|
|
3,739
|
|
|
146
|
|
|
5,425
|
|
|
149
|
|
Asset-backed securities
|
15
|
|
3,441
|
|
|
34
|
|
|
29,573
|
|
|
778
|
|
|
33,014
|
|
|
812
|
|
Tax-exempt debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and political subdivisions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other revenues
|
2
|
|
1,183
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
1,183
|
|
|
7
|
|
Total
|
88
|
|
$
|
53,992
|
|
|
$
|
668
|
|
|
$
|
63,389
|
|
|
$
|
1,647
|
|
|
$
|
117,381
|
|
|
$
|
2,315
|
|
NOTE 6. LOANS AND ALLOWANCE FOR CREDIT LOSSES FOR LOANS
Loans are generally stated at the amount of unpaid principal, reduced by unearned discount and the ACLL. Interest on loans is accrued daily on the outstanding balances. Loan origination fees and certain direct loan origination costs are deferred and amortized as adjustments of the related loan yield over its contractual life.
Generally, loans are placed on nonaccrual status when principal or interest is greater than 90 days past due based upon the loan's contractual terms. Interest on nonaccrual loans is recognized primarily using the cost-recovery method. Loans may be returned to accrual status when repayment is reasonably assured and there has been demonstrated performance under the terms of the loan or, if applicable, the terms of the restructured loans.
Commercial-related loans or portions thereof are charged off to the ACLL when the loss has been confirmed. This determination is made on a case by case basis considering many factors, including the prioritization of our claim in bankruptcy, expectations of the workout/restructuring of the loan and valuation of the borrower’s equity. We deem a loss confirmed when a loan or a portion of a loan is classified “loss” in accordance with bank regulatory classification guidelines, which state, “Assets classified loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted”.
Consumer-related loans are generally charged to the ACLL upon reaching specified stages of delinquency, in accordance with the Federal Financial Institutions Examination Council policy. For example, credit card loans are charged off by the end of the month in which the account becomes 180 days past due or within 60 days from receiving notification about a specified event (e.g., bankruptcy of the borrower), whichever is earlier. Residential mortgage loans are generally charged off to net realizable value no later than when the account becomes 180 days past due. Other consumer loans, if collateralized, are generally charged down to net realizable value at 120 days past due.
The following table presents the amortized cost of loans held for investment:
|
|
|
|
|
|
|
|
|
|
Dollars in thousands
|
|
March 31,
2020
|
|
December 31,
2019
|
Commercial
|
|
$
|
236,622
|
|
|
$
|
220,452
|
|
Commercial real estate - owner occupied
|
|
|
|
|
|
|
Professional & medical
|
|
88,518
|
|
|
81,973
|
|
Retail
|
|
118,535
|
|
|
100,993
|
|
Other
|
|
124,433
|
|
|
93,253
|
|
Commercial real estate - non-owner occupied
|
|
|
|
|
Hotels & motels
|
|
120,201
|
|
|
128,665
|
|
Mini-storage
|
|
55,097
|
|
|
50,913
|
|
Multifamily
|
|
142,918
|
|
|
164,398
|
|
Retail
|
|
107,420
|
|
|
102,989
|
|
Other
|
|
154,983
|
|
|
182,242
|
|
Construction and development
|
|
|
|
|
|
|
Land & land development
|
|
92,332
|
|
|
84,112
|
|
Construction
|
|
43,121
|
|
|
37,523
|
|
Residential 1-4 family real estate
|
|
|
|
|
|
|
Personal residence
|
|
276,189
|
|
|
260,843
|
|
Rental - small loan
|
|
102,351
|
|
|
101,080
|
|
Rental - large loan
|
|
64,944
|
|
|
63,986
|
|
Home equity
|
|
75,170
|
|
|
76,568
|
|
Mortgage warehouse lines
|
|
166,826
|
|
|
126,237
|
|
Consumer
|
|
35,344
|
|
|
35,021
|
|
Other
|
|
|
|
|
Credit cards
|
|
1,673
|
|
|
1,453
|
|
Overdrafts
|
|
592
|
|
|
798
|
|
Total loans, net of unearned fees
|
|
2,007,269
|
|
|
1,913,499
|
|
Less allowance for credit losses - loans
|
|
24,608
|
|
|
13,074
|
|
Loans, net
|
|
$
|
1,982,661
|
|
|
$
|
1,900,425
|
|
Allowance for Credit Losses - Loans
The ACLL is a valuation allowance, estimated at each balance sheet date in accordance with ASC 326, that is deducted from the amortized cost basis of loans to present the net amount expected to be collected. The amount of the ACLL represents our best estimate of current expected credit losses on loans considering available information, from internal and external sources, relevant to assessing collectability over the loans’ contractual terms, adjusted for expected prepayments when appropriate (the “life-of-loan” concept). The contractual term excludes expected extensions, renewals and modifications unless (i) management has a reasonable expectation that a troubled debt restructuring will be executed with an individual borrower or (ii) such extension or renewal options are not unconditionally cancellable by us and, in such cases, the borrower is likely to meet applicable conditions and likely to request extension or renewal. Relevant available information includes historical credit loss experience, current conditions and reasonable and supportable forecasts. While historical credit loss experience provides the basis for the estimation of expected credit losses, adjustments to historical loss information may be made for differences in current portfolio-specific risk characteristics, environmental conditions or other relevant factors. The ACLL losses is measured on a collective basis for portfolios of loans when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Expected credit losses for collateral dependent loans, including loans where the borrower is experiencing financial difficulty, but foreclosure is not probable, are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.
Expected credit losses are reflected in the ACLL through a charge to provision for credit losses. When we deem all or a portion of a financial asset to be uncollectible the appropriate amount is written off and the ACLL is reduced by the same amount. The Company applies judgment to determine when a financial asset is deemed uncollectible; however, generally speaking, an asset will be considered uncollectible no later than when all efforts at collection have been exhausted. Subsequent recoveries, if any, are credited to the ACLL when received.
Loan Pools. In calculating the ACLL, most loans are segmented into pools based upon similar characteristics and risk profiles. Common characteristics and risk profiles include the type/purpose of loan, underlying collateral, geographical similarity and historical/expected credit loss patterns. In developing these loan pools for the purposes of modeling expected credit losses, we also analyzed the degree of correlation in how loans within each portfolio respond when subjected to varying economic conditions
and scenarios as well as other portfolio stress factors. We have identified the following pools of financial assets with similar risk characteristics for measuring expected credit losses:
|
|
•
|
Commercial real estate - owner occupied
|
|
|
•
|
Commercial real estate - non-owner occupied
|
|
|
•
|
Construction & development
|
|
|
▪
|
Land & land development
|
|
|
•
|
Residential 1-4 family real estate
|
|
|
•
|
Mortgage warehouse lines
|
Residential 1-4 family rentals are classified as small loan if the original loan amount is less than $600,000 and classified as large loan if the original loan amount equals or exceeds $600,000.
We periodically reassess each pool to ensure the loans within the pool continue to share similar characteristics and risk profiles and to determine whether further segmentation is necessary.
The Company’s methodology for estimating the ACLL considers available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts. The methodology applies historical loss information, adjusted for asset-specific characteristics, economic conditions at the measurement date, and forecasts about future economic conditions expected to exist through the contractual lives of the financial assets that are reasonable and supportable, to the identified pools of financial assets with similar risk characteristics for which the historical loss experience was observed. Our methodology reverts to historical loss information immediately when it can no longer develop reasonable and supportable forecasts.
Loss-Rate Method. We use a loss-rate (“cohort”) method to estimate expected credit losses for all loan pools. The cohort method identifies and captures the balances of pooled loans with similar risk characteristics, as of a point in time to form a cohort, then tracks the respective losses generated by that cohort of loans over their remaining lives, or until the loans are “exhausted” (reached an acceptable stage at which a significant majority of all losses are expected to have been recognized). This method encompasses loan balances for as long as the loans are outstanding, so while significant history is required to represent the life-of-loan concept, this method does not require as much history due to its inclusion of loan balances in multiple cohort periods.
Qualitative Factors. We qualitatively adjust our loan loss rates for risk factors that are not otherwise considered within our model but are nonetheless relevant in assessing the expected credit losses within our loan pools. These qualitative factor (“Q-Factor”) adjustments may increase or decrease our estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk.
One Q-Factor adjustment to our loss rates is consideration of reasonable and supportable forecasts of economic conditions. In arriving at a reasonable and supportable economic forecast, we primarily consider the forecasted unemployment rates for the U.S., West Virginia and Virginia as loss drivers for each segmented loan pool. Secondarily, we consider the following forecasted economic data for one or more of our segmented loan pools depending on the nature of the underlying loan pool: housing price indices (U.S., West Virginia & Virginia), single-family housing starts (West Virginia & Virginia), multi-family housing starts (West Virginia &
Virginia), personal income growth (U.S., West Virginia & Virginia), U.S. consumer confidence, rental vacancy rates (U.S.), and U.S. % change in gross domestic product.
Other risks that we may consider in making Q-Factor adjustments include, among other things, the impact of (i) changes in lending policies and procedures, including changes in underwriting standards and practices for collections, write-offs, and recoveries, (ii) changes in the nature and volume of the loan pools and in the terms of the underlying loans, (iii) changes in the experience, ability, and depth of our lending management and staff, (iv) changes in volume and severity of past due financial assets, the volume of non-accrual assets, and the volume and severity of adversely classified or graded assets, (v) changes in the quality of our credit review function, (vi) changes in the value of the underlying collateral for loans that are non-collateral dependent, (vii) the existence, growth, and effect of any concentrations of credit and (viii) other external factors such as the regulatory, legal and technological environments; competition; and events such as natural disasters or health pandemics.
Collateral Dependent Loans. We may determine that an individual loan exhibits unique risk characteristics which differentiate it from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Specific allocations of the allowance for credit losses are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower’s industry, among other things. A loan is considered to be collateral dependent when, based upon management's assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In such cases, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. We reevaluate the fair value of collateral supporting collateral dependent loans on a quarterly basis. The fair value of real estate collateral supporting collateral dependent loans is evaluated by appraisal services using a methodology that is consistent with the Uniform Standards of Professional Appraisal Practice.
Troubled Debt Restructuring. A loan that has been modified or renewed is considered a troubled debt restructuring (“TDR”) when two conditions are met: 1) the borrower is experiencing financial difficulty and 2) concessions are made for the borrower's benefit that would not otherwise be considered for a borrower or transaction with similar credit risk characteristics. The Company’s ACLL reflects all effects of a TDR when an individual asset is specifically identified as a reasonably expected TDR. The Company has determined that a TDR is reasonably expected no later than the point when the lender concludes that modification is the best course of action and it is at least reasonably possible that the troubled borrower will accept some form of concession from the lender to avoid a default. TDRs that are considered material ($500,000 and greater) are evaluated individually to determine the required ACLL. TDRs that are not considered material may be included in the Company’s existing pools based on the underlying risk characteristics of the loan to measure the ACLL.
The following table presents the activity in the ACLL by portfolio segment during the first three months of 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2020
|
|
Allowance for Credit Losses - Loans
|
Dollars in thousands
|
Beginning
Balance
Prior to
Adoption of
ASC 326
|
Impact of
Adoption
of ASC
326
|
Provision
for
Credit
Losses -
Loans
|
Day 1
Adjustment
for PCD
Acquired
Loans
|
Charge-
offs
|
Recoveries
|
Ending
Balance
|
Commercial
|
$
|
1,221
|
|
$
|
1,064
|
|
$
|
174
|
|
$
|
—
|
|
$
|
(25
|
)
|
$
|
7
|
|
$
|
2,441
|
|
Commercial real estate - owner occupied
|
|
|
|
|
|
|
|
Professional & medical
|
1,058
|
|
(390
|
)
|
36
|
|
—
|
|
—
|
|
—
|
|
704
|
|
Retail
|
820
|
|
(272
|
)
|
558
|
|
153
|
|
—
|
|
10
|
|
1,269
|
|
Other
|
821
|
|
(137
|
)
|
506
|
|
—
|
|
—
|
|
—
|
|
1,190
|
|
Commercial real estate - non-owner occupied
|
|
|
|
|
|
|
|
Hotels & motels
|
1,235
|
|
(936
|
)
|
1,688
|
|
—
|
|
—
|
|
—
|
|
1,987
|
|
Mini-storage
|
485
|
|
(311
|
)
|
31
|
|
—
|
|
—
|
|
—
|
|
205
|
|
Multifamily
|
1,534
|
|
8
|
|
(808
|
)
|
—
|
|
—
|
|
—
|
|
734
|
|
Retail
|
964
|
|
279
|
|
202
|
|
—
|
|
(342
|
)
|
2
|
|
1,105
|
|
Other
|
1,721
|
|
(1,394
|
)
|
(31
|
)
|
—
|
|
—
|
|
—
|
|
296
|
|
Construction and development
|
|
|
|
|
|
|
|
Land & land development
|
600
|
|
2,136
|
|
1,273
|
|
111
|
|
(3
|
)
|
3
|
|
4,120
|
|
Construction
|
242
|
|
996
|
|
440
|
|
—
|
|
—
|
|
—
|
|
1,678
|
|
Residential 1-4 family real estate
|
|
|
|
|
|
|
|
Personal residence
|
1,275
|
|
1,282
|
|
433
|
|
146
|
|
(4
|
)
|
17
|
|
3,149
|
|
Rental - small loan
|
532
|
|
1,453
|
|
128
|
|
—
|
|
(20
|
)
|
72
|
|
2,165
|
|
Rental - large loan
|
49
|
|
2,884
|
|
(246
|
)
|
—
|
|
—
|
|
—
|
|
2,687
|
|
Home equity
|
138
|
|
308
|
|
62
|
|
—
|
|
(23
|
)
|
2
|
|
487
|
|
Mortgage warehouse lines
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Consumer
|
379
|
|
(238
|
)
|
179
|
|
—
|
|
(118
|
)
|
38
|
|
240
|
|
Other
|
|
|
|
|
|
|
|
Credit cards
|
—
|
|
12
|
|
29
|
|
—
|
|
(30
|
)
|
5
|
|
16
|
|
Overdrafts
|
—
|
|
182
|
|
45
|
|
—
|
|
(133
|
)
|
41
|
|
135
|
|
Total
|
$
|
13,074
|
|
$
|
6,926
|
|
$
|
4,699
|
|
$
|
410
|
|
$
|
(698
|
)
|
$
|
197
|
|
$
|
24,608
|
|
The following table presents, as of March 31, 2020 segregated by loan portfolio segment, details of the loan portfolio and the ACLL calculated in accordance with our credit loss accounting methodology for loans described above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
Loan Balances
|
|
Allowance for Credit Losses - Loans
|
Dollars in thousands
|
Loans Individually Evaluated
|
Loans Collectively Evaluated
|
Total
|
|
Loans Individually Evaluated
|
Loans Collectively Evaluated
|
Total
|
Commercial
|
$
|
5,012
|
|
$
|
231,610
|
|
$
|
236,622
|
|
|
$
|
40
|
|
$
|
2,401
|
|
$
|
2,441
|
|
Commercial real estate - owner occupied
|
|
|
|
|
|
|
|
Professional & medical
|
3,846
|
|
84,672
|
|
88,518
|
|
|
404
|
|
300
|
|
704
|
|
Retail
|
6,554
|
|
111,981
|
|
118,535
|
|
|
—
|
|
1,269
|
|
1,269
|
|
Other
|
—
|
|
124,433
|
|
124,433
|
|
|
—
|
|
1,190
|
|
1,190
|
|
Commercial real estate - non-owner occupied
|
|
|
|
|
|
|
|
Hotels & motels
|
—
|
|
120,201
|
|
120,201
|
|
|
—
|
|
1,987
|
|
1,987
|
|
Mini-storage
|
—
|
|
55,097
|
|
55,097
|
|
|
—
|
|
205
|
|
205
|
|
Multifamily
|
—
|
|
142,918
|
|
142,918
|
|
|
—
|
|
734
|
|
734
|
|
Retail
|
2,522
|
|
104,898
|
|
107,420
|
|
|
57
|
|
1,048
|
|
1,105
|
|
Other
|
5,337
|
|
149,646
|
|
154,983
|
|
|
—
|
|
296
|
|
296
|
|
Construction and development
|
|
|
|
|
|
|
|
Land & land development
|
1,641
|
|
90,691
|
|
92,332
|
|
|
577
|
|
3,543
|
|
4,120
|
|
Construction
|
—
|
|
43,121
|
|
43,121
|
|
|
—
|
|
1,678
|
|
1,678
|
|
Residential 1-4 family real estate
|
|
|
|
|
|
|
|
Personal residence
|
617
|
|
275,572
|
|
276,189
|
|
|
—
|
|
3,149
|
|
3,149
|
|
Rental - small loan
|
782
|
|
101,569
|
|
102,351
|
|
|
16
|
|
2,149
|
|
2,165
|
|
Rental - large loan
|
4,421
|
|
60,523
|
|
64,944
|
|
|
—
|
|
2,687
|
|
2,687
|
|
Home equity
|
523
|
|
74,647
|
|
75,170
|
|
|
—
|
|
487
|
|
487
|
|
Consumer
|
—
|
|
35,344
|
|
35,344
|
|
|
—
|
|
240
|
|
240
|
|
Other
|
|
|
|
|
|
|
|
Credit cards
|
—
|
|
1,673
|
|
1,673
|
|
|
—
|
|
16
|
|
16
|
|
Overdrafts
|
—
|
|
592
|
|
592
|
|
|
—
|
|
135
|
|
135
|
|
Mortgage warehouse lines
|
—
|
|
166,826
|
|
166,826
|
|
|
—
|
|
—
|
|
—
|
|
Total
|
$
|
31,255
|
|
$
|
1,976,014
|
|
$
|
2,007,269
|
|
|
$
|
1,094
|
|
$
|
23,514
|
|
$
|
24,608
|
|
The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related ACLL allocated to those loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
Dollars in thousands
|
Real Estate
Secured
Loans
|
Non-Real Estate
Secured Loans
|
Total Loans
|
Allowance for Credit Losses
- Loans
|
Commercial
|
$
|
—
|
|
$
|
5,012
|
|
$
|
5,012
|
|
$
|
40
|
|
Commercial real estate - owner occupied
|
|
|
|
|
Professional & medical
|
1,597
|
|
—
|
|
1,597
|
|
162
|
|
Retail
|
2,265
|
|
—
|
|
2,265
|
|
—
|
|
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
Commercial real estate - non-owner occupied
|
|
|
|
|
Hotels & motels
|
—
|
|
—
|
|
—
|
|
—
|
|
Mini-storage
|
—
|
|
—
|
|
—
|
|
—
|
|
Multifamily
|
—
|
|
—
|
|
—
|
|
—
|
|
Retail
|
651
|
|
—
|
|
651
|
|
56
|
|
Other
|
2,957
|
|
—
|
|
2,957
|
|
—
|
|
Construction and development
|
|
|
|
|
Land & land development
|
1,006
|
|
—
|
|
1,006
|
|
577
|
|
Construction
|
—
|
|
—
|
|
—
|
|
—
|
|
Residential 1-4 family real estate
|
|
|
|
|
Personal residence
|
617
|
|
—
|
|
617
|
|
—
|
|
Rental - small loan
|
782
|
|
—
|
|
782
|
|
16
|
|
Rental - large loan
|
3,328
|
|
—
|
|
3,328
|
|
—
|
|
Home equity
|
—
|
|
—
|
|
—
|
|
—
|
|
Consumer
|
—
|
|
—
|
|
—
|
|
—
|
|
Other
|
|
|
|
|
Credit cards
|
—
|
|
—
|
|
—
|
|
—
|
|
Overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
Total
|
$
|
13,203
|
|
$
|
5,012
|
|
$
|
18,215
|
|
$
|
851
|
|
The following table presents the activity in the ACLL by portfolio segment for the year ended December 31, 2019, as determined in accordance with ASC 310 prior to the January 1, 2020 adoption of ASC 326:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2019
|
|
Allowance for Credit Losses - Loans
|
Dollars in thousands
|
Beginning
Balance
|
Charge-
offs
|
Recoveries
|
Provision
|
Ending
Balance
|
Commercial
|
$
|
1,705
|
|
$
|
(281
|
)
|
$
|
17
|
|
$
|
(295
|
)
|
$
|
1,146
|
|
Commercial real estate
|
|
|
|
|
|
Owner occupied
|
2,214
|
|
(2
|
)
|
21
|
|
467
|
|
2,700
|
|
Non-owner occupied
|
5,742
|
|
(170
|
)
|
1
|
|
366
|
|
5,939
|
|
Construction and development
|
|
|
|
|
|
Land & land development
|
339
|
|
(2
|
)
|
108
|
|
155
|
|
600
|
|
Construction
|
64
|
|
—
|
|
—
|
|
178
|
|
242
|
|
Residential real estate
|
|
|
|
|
|
Non-jumbo
|
2,090
|
|
(979
|
)
|
125
|
|
576
|
|
1,812
|
|
Jumbo
|
379
|
|
—
|
|
—
|
|
(368
|
)
|
11
|
|
Home equity
|
167
|
|
(24
|
)
|
19
|
|
(24
|
)
|
138
|
|
Mortgage warehouse lines
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Consumer
|
79
|
|
(285
|
)
|
168
|
|
173
|
|
135
|
|
Other
|
268
|
|
(360
|
)
|
121
|
|
322
|
|
351
|
|
Total
|
$
|
13,047
|
|
$
|
(2,103
|
)
|
$
|
580
|
|
$
|
1,550
|
|
$
|
13,074
|
|
The following table presents the contractual aging of the amortized cost basis of past due loans by class as of March 31, 2020 and December 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31, 2020
|
|
Past Due
|
|
90 days or more and Accruing
|
Dollars in thousands
|
30-59 days
|
60-89 days
|
90 days or more
|
Total
|
Current
|
Commercial
|
$
|
248
|
|
$
|
119
|
|
$
|
393
|
|
$
|
760
|
|
$
|
235,862
|
|
$
|
—
|
|
Commercial real estate - owner occupied
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional & medical
|
10
|
|
—
|
|
1,734
|
|
1,744
|
|
86,774
|
|
—
|
|
Retail
|
933
|
|
—
|
|
2,439
|
|
3,372
|
|
115,163
|
|
—
|
|
Other
|
—
|
|
—
|
|
345
|
|
345
|
|
124,088
|
|
—
|
|
Commercial real estate - non-owner occupied
|
|
|
|
|
|
|
Hotels & motels
|
—
|
|
—
|
|
—
|
|
—
|
|
120,201
|
|
—
|
|
Mini-storage
|
—
|
|
—
|
|
—
|
|
—
|
|
55,097
|
|
—
|
|
Multifamily
|
—
|
|
—
|
|
211
|
|
211
|
|
142,707
|
|
—
|
|
Retail
|
—
|
|
178
|
|
651
|
|
829
|
|
106,591
|
|
—
|
|
Other
|
986
|
|
114
|
|
51
|
|
1,151
|
|
153,832
|
|
—
|
|
Construction and development
|
|
|
|
|
|
|
|
|
|
|
|
|
Land & land development
|
53
|
|
—
|
|
11
|
|
64
|
|
92,268
|
|
—
|
|
Construction
|
—
|
|
—
|
|
—
|
|
—
|
|
43,121
|
|
—
|
|
Residential 1-4 family real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal residence
|
2,935
|
|
943
|
|
1,332
|
|
5,210
|
|
270,979
|
|
—
|
|
Rental - small loan
|
271
|
|
54
|
|
1,412
|
|
1,737
|
|
100,614
|
|
—
|
|
Rental - large loan
|
1,093
|
|
—
|
|
—
|
|
1,093
|
|
63,851
|
|
—
|
|
Home equity
|
61
|
|
124
|
|
154
|
|
339
|
|
74,831
|
|
—
|
|
Mortgage warehouse lines
|
—
|
|
—
|
|
—
|
|
—
|
|
166,826
|
|
—
|
|
Consumer
|
154
|
|
83
|
|
33
|
|
270
|
|
35,074
|
|
—
|
|
Other
|
|
|
|
|
|
|
Credit cards
|
4
|
|
3
|
|
12
|
|
19
|
|
1,654
|
|
12
|
|
Overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
592
|
|
—
|
|
Total
|
$
|
6,748
|
|
$
|
1,618
|
|
$
|
8,778
|
|
$
|
17,144
|
|
$
|
1,990,125
|
|
$
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2019
|
|
Past Due
|
|
90 days or more and Accruing
|
Dollars in thousands
|
30-59 days
|
60-89 days
|
90 days or more
|
Total
|
Current
|
Commercial
|
$
|
216
|
|
$
|
—
|
|
$
|
483
|
|
$
|
699
|
|
$
|
219,753
|
|
$
|
—
|
|
Commercial real estate - owner occupied
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional & medical
|
—
|
|
137
|
|
1,602
|
|
1,739
|
|
80,234
|
|
—
|
|
Retail
|
118
|
|
—
|
|
2,434
|
|
2,552
|
|
98,441
|
|
—
|
|
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
93,253
|
|
—
|
|
Commercial real estate - non-owner occupied
|
|
|
|
|
|
|
Hotels & motels
|
—
|
|
—
|
|
—
|
|
—
|
|
128,665
|
|
—
|
|
Mini-storage
|
—
|
|
—
|
|
—
|
|
—
|
|
50,913
|
|
—
|
|
Multifamily
|
809
|
|
—
|
|
7
|
|
816
|
|
163,582
|
|
—
|
|
Retail
|
71
|
|
179
|
|
968
|
|
1,218
|
|
101,771
|
|
—
|
|
Other
|
—
|
|
—
|
|
387
|
|
387
|
|
181,855
|
|
—
|
|
Construction and development
|
|
|
|
|
|
|
|
|
|
|
|
Land & land development
|
208
|
|
28
|
|
188
|
|
424
|
|
83,688
|
|
—
|
|
Construction
|
—
|
|
—
|
|
138
|
|
138
|
|
37,385
|
|
—
|
|
Residential 1-4 family real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal residence
|
3,361
|
|
806
|
|
937
|
|
5,104
|
|
255,739
|
|
—
|
|
Rental - small loan
|
810
|
|
21
|
|
940
|
|
1,771
|
|
99,309
|
|
—
|
|
Rental - large loan
|
—
|
|
—
|
|
—
|
|
—
|
|
63,986
|
|
—
|
|
Home equity
|
760
|
|
—
|
|
223
|
|
983
|
|
75,585
|
|
—
|
|
Mortgage warehouse lines
|
—
|
|
—
|
|
—
|
|
—
|
|
126,237
|
|
—
|
|
Consumer
|
190
|
|
79
|
|
70
|
|
339
|
|
34,682
|
|
—
|
|
Other
|
|
|
|
|
|
|
Credit cards
|
19
|
|
6
|
|
42
|
|
67
|
|
1,386
|
|
42
|
|
Overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
798
|
|
—
|
|
Total
|
$
|
6,562
|
|
$
|
1,256
|
|
$
|
8,419
|
|
$
|
16,237
|
|
$
|
1,897,262
|
|
$
|
42
|
|
Nonaccrual loans: The following table presents the nonaccrual loans included in the net balance of loans at March 31, 2020 and December 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
December 31,
|
|
|
2020
|
|
2019
|
Dollars in thousands
|
|
Nonaccrual
|
Nonaccrual
with No
Allowance for
Credit Losses
- Loans
|
|
Nonaccrual
|
Nonaccrual
with No
Allowance for
Credit Losses
- Loans
|
Commercial
|
|
$
|
660
|
|
$
|
—
|
|
|
$
|
864
|
|
$
|
76
|
|
Commercial real estate - owner occupied
|
|
|
|
|
|
|
|
|
Professional & medical
|
|
1,734
|
|
—
|
|
|
1,602
|
|
—
|
|
Retail
|
|
2,554
|
|
2,265
|
|
|
2,552
|
|
2,262
|
|
Other
|
|
388
|
|
—
|
|
|
43
|
|
—
|
|
Commercial real estate - non-owner occupied
|
|
|
|
|
|
|
Hotels & motels
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
Mini-storage
|
|
55
|
|
—
|
|
|
57
|
|
—
|
|
Multifamily
|
|
211
|
|
—
|
|
|
38
|
|
31
|
|
Retail
|
|
651
|
|
167
|
|
|
1,120
|
|
527
|
|
Other
|
|
51
|
|
—
|
|
|
388
|
|
40
|
|
Construction and development
|
|
|
|
|
|
|
|
|
Land & land development
|
|
11
|
|
—
|
|
|
188
|
|
—
|
|
Construction
|
|
—
|
|
—
|
|
|
138
|
|
—
|
|
Residential 1-4 family real estate
|
|
|
|
|
|
|
|
|
Personal residence
|
|
1,997
|
|
—
|
|
|
2,485
|
|
423
|
|
Rental - small loan
|
|
2,136
|
|
83
|
|
|
1,635
|
|
150
|
|
Rental - large loan
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
Home equity
|
|
210
|
|
—
|
|
|
284
|
|
—
|
|
Mortgage warehouse lines
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
Consumer
|
|
53
|
|
—
|
|
|
74
|
|
—
|
|
Other
|
|
|
|
|
|
|
Credit cards
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
Overdrafts
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
Total
|
|
$
|
10,711
|
|
$
|
2,515
|
|
|
$
|
11,468
|
|
$
|
3,509
|
|
Credit Quality Indicators: We categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. We analyze loans individually by classifying the loans as to credit risk. We internally grade all commercial loans at the time of loan origination. In addition, we perform an annual loan review on all non-homogenous commercial loan relationships with an aggregate exposure of $5.0 million, at which time these loans are re-graded. We use the following definitions for our risk grades:
Pass: Loans graded as Pass are loans to borrowers of acceptable credit quality and risk. They are higher quality loans that do not fit any of the other categories described below.
OLEM (Special Mention): Commercial loans categorized as OLEM are potentially weak. The credit risk may be relatively minor yet represent a risk given certain specific circumstances. If the potential weaknesses are not monitored or mitigated, the asset may weaken or inadequately protect our position in the future.
Substandard: Commercial loans categorized as Substandard are inadequately protected by the borrower’s ability to repay, equity and/or the collateral pledged to secure the loan. These loans have identified weaknesses that could hinder normal repayment or collection of the debt. These loans are characterized by the distinct possibility that we will sustain some loss if the identified weaknesses are not mitigated.
Doubtful: Commercial loans categorized as Doubtful have all the weaknesses inherent in those loans classified as Substandard, with the added elements that the full collection of the loan is improbable and the possibility of loss is high.
Loss: Loans classified as loss are considered to be non-collectible and of such little value that their continuance as a bankable asset is not warranted. This does not mean that the loan has absolutely no recovery value, but rather it is neither practical nor desirable to defer writing off the loan, even though partial recovery may be obtained in the future.
Management considers the guidance in ASC 310-20 when determining whether a modification, extension, or renewal of loan constitutes a current period origination. Generally, current period renewals of credit are reunderwritten at the point of renewal and considered current period originations for purposes of the table below. As of March 31, 2020, based on the most recent analysis performed, the risk category of loans based on year of origination is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
Dollars in thousands
|
|
Risk Rating
|
2020
|
2019
|
2018
|
2017
|
2016
|
Prior
|
Revolvi-
ng
|
Revolving- Term
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
Pass
|
$
|
9,821
|
|
$
|
44,711
|
|
$
|
31,911
|
|
$
|
25,730
|
|
$
|
16,175
|
|
$
|
14,658
|
|
$
|
84,372
|
|
$
|
—
|
|
$
|
227,378
|
|
|
|
|
Special Mention
|
—
|
|
45
|
|
1,966
|
|
86
|
|
134
|
|
914
|
|
432
|
|
—
|
|
3,577
|
|
|
|
|
Substandard
|
1,166
|
|
216
|
|
244
|
|
9
|
|
117
|
|
128
|
|
3,787
|
|
—
|
|
5,667
|
|
Total Commercial
|
|
|
10,987
|
|
44,972
|
|
34,121
|
|
25,825
|
|
16,426
|
|
15,700
|
|
88,591
|
|
—
|
|
236,622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Real Estate
- Owner Occupied
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional & medical
|
|
Pass
|
4,085
|
|
6,131
|
|
2,625
|
|
27,712
|
|
3,910
|
|
37,578
|
|
3,299
|
|
—
|
|
85,340
|
|
|
|
|
Special Mention
|
1,188
|
|
—
|
|
—
|
|
—
|
|
—
|
|
256
|
|
—
|
|
—
|
|
1,444
|
|
|
|
|
Substandard
|
—
|
|
—
|
|
—
|
|
—
|
|
137
|
|
1,597
|
|
—
|
|
—
|
|
1,734
|
|
Total Professional & Medical
|
|
|
5,273
|
|
6,131
|
|
2,625
|
|
27,712
|
|
4,047
|
|
39,431
|
|
3,299
|
|
—
|
|
88,518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail
|
|
Pass
|
18,461
|
|
39,838
|
|
5,326
|
|
11,538
|
|
6,401
|
|
30,548
|
|
2,411
|
|
—
|
|
114,523
|
|
|
|
|
Special Mention
|
—
|
|
—
|
|
—
|
|
590
|
|
9
|
|
859
|
|
—
|
|
—
|
|
1,458
|
|
|
|
|
Substandard
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,554
|
|
—
|
|
—
|
|
2,554
|
|
Total Retail
|
|
|
18,461
|
|
39,838
|
|
5,326
|
|
12,128
|
|
6,410
|
|
33,961
|
|
2,411
|
|
—
|
|
118,535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
Pass
|
13,415
|
|
15,232
|
|
17,585
|
|
9,744
|
|
21,576
|
|
35,532
|
|
9,719
|
|
—
|
|
122,803
|
|
|
|
|
Special Mention
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
807
|
|
—
|
|
—
|
|
807
|
|
|
|
|
Substandard
|
—
|
|
—
|
|
—
|
|
360
|
|
—
|
|
420
|
|
43
|
|
—
|
|
823
|
|
Total Other
|
|
|
13,415
|
|
15,232
|
|
17,585
|
|
10,104
|
|
21,576
|
|
36,759
|
|
9,762
|
|
—
|
|
124,433
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Commercial Real Estate -
Owner Occupied
|
|
|
37,149
|
|
61,201
|
|
25,536
|
|
49,944
|
|
32,033
|
|
110,151
|
|
15,472
|
|
—
|
|
331,486
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Real Estate
- Non-Owner Occupied
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hotels & motels
|
|
Pass
|
3,457
|
|
61,358
|
|
18,043
|
|
9,942
|
|
10,997
|
|
14,858
|
|
1,546
|
|
—
|
|
120,201
|
|
|
|
|
Special Mention
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
Substandard
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Total Hotels & Motels
|
|
|
3,457
|
|
61,358
|
|
18,043
|
|
9,942
|
|
10,997
|
|
14,858
|
|
1,546
|
|
—
|
|
120,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mini-storage
|
|
Pass
|
3,742
|
|
19,158
|
|
15,230
|
|
4,081
|
|
7,407
|
|
5,250
|
|
174
|
|
—
|
|
55,042
|
|
|
|
|
Special Mention
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
55
|
|
—
|
|
—
|
|
55
|
|
|
|
|
Substandard
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Total Mini-storage
|
|
|
3,742
|
|
19,158
|
|
15,230
|
|
4,081
|
|
7,407
|
|
5,305
|
|
174
|
|
—
|
|
55,097
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multifamily
|
|
Pass
|
4,345
|
|
27,186
|
|
27,440
|
|
19,281
|
|
11,435
|
|
49,939
|
|
2,947
|
|
—
|
|
142,573
|
|
|
|
|
Special Mention
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
104
|
|
—
|
|
—
|
|
104
|
|
|
|
|
Substandard
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
241
|
|
—
|
|
—
|
|
241
|
|
Total Multifamily
|
|
|
4,345
|
|
27,186
|
|
27,440
|
|
19,281
|
|
11,435
|
|
50,284
|
|
2,947
|
|
—
|
|
142,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
Dollars in thousands
|
|
Risk Rating
|
2020
|
2019
|
2018
|
2017
|
2016
|
Prior
|
Revolvi-
ng
|
Revolving- Term
|
Total
|
Retail
|
|
Pass
|
3,978
|
|
25,968
|
|
12,380
|
|
8,552
|
|
5,934
|
|
44,012
|
|
5,037
|
|
—
|
|
105,861
|
|
|
|
|
Special Mention
|
—
|
|
—
|
|
—
|
|
178
|
|
—
|
|
585
|
|
—
|
|
—
|
|
763
|
|
|
|
|
Substandard
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
796
|
|
—
|
|
—
|
|
796
|
|
Total Retail
|
|
|
3,978
|
|
25,968
|
|
12,380
|
|
8,730
|
|
5,934
|
|
45,393
|
|
5,037
|
|
—
|
|
107,420
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
Pass
|
6,012
|
|
21,200
|
|
51,880
|
|
11,228
|
|
28,061
|
|
31,540
|
|
1,780
|
|
—
|
|
151,701
|
|
|
|
|
Special Mention
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
274
|
|
—
|
|
—
|
|
274
|
|
|
|
|
Substandard
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,008
|
|
—
|
|
—
|
|
3,008
|
|
Total Other
|
|
|
6,012
|
|
21,200
|
|
51,880
|
|
11,228
|
|
28,061
|
|
34,822
|
|
1,780
|
|
—
|
|
154,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Commercial Real Estate -
Non-Owner Occupied
|
|
|
21,534
|
|
154,870
|
|
124,973
|
|
53,262
|
|
63,834
|
|
150,662
|
|
11,484
|
|
—
|
|
580,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land & land development
|
|
Pass
|
1,634
|
|
33,039
|
|
9,603
|
|
5,368
|
|
7,059
|
|
24,530
|
|
9,048
|
|
—
|
|
90,281
|
|
|
|
|
Special Mention
|
—
|
|
—
|
|
14
|
|
—
|
|
—
|
|
727
|
|
—
|
|
—
|
|
741
|
|
|
|
|
Substandard
|
—
|
|
—
|
|
—
|
|
—
|
|
15
|
|
1,295
|
|
—
|
|
—
|
|
1,310
|
|
Total Land & land development
|
|
|
1,634
|
|
33,039
|
|
9,617
|
|
5,368
|
|
7,074
|
|
26,552
|
|
9,048
|
|
—
|
|
92,332
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
Pass
|
2,677
|
|
23,791
|
|
8,499
|
|
6,190
|
|
—
|
|
—
|
|
1,964
|
|
—
|
|
43,121
|
|
|
|
|
Special Mention
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
Substandard
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Total Construction
|
|
|
2,677
|
|
23,791
|
|
8,499
|
|
6,190
|
|
—
|
|
—
|
|
1,964
|
|
—
|
|
43,121
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Construction and
Development
|
|
|
4,311
|
|
56,830
|
|
18,116
|
|
11,558
|
|
7,074
|
|
26,552
|
|
11,012
|
|
—
|
|
135,453
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential 1-4 Family Real Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal residence
|
|
Pass
|
7,744
|
|
32,737
|
|
29,372
|
|
22,589
|
|
25,890
|
|
133,941
|
|
—
|
|
—
|
|
252,273
|
|
|
|
|
Special Mention
|
—
|
|
188
|
|
63
|
|
122
|
|
131
|
|
13,160
|
|
—
|
|
—
|
|
13,664
|
|
|
|
|
Substandard
|
—
|
|
156
|
|
534
|
|
382
|
|
409
|
|
8,771
|
|
—
|
|
—
|
|
10,252
|
|
Total Personal Residence
|
|
|
7,744
|
|
33,081
|
|
29,969
|
|
23,093
|
|
26,430
|
|
155,872
|
|
—
|
|
—
|
|
276,189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental - small loan
|
|
Pass
|
4,233
|
|
18,803
|
|
14,402
|
|
13,068
|
|
12,026
|
|
28,924
|
|
4,551
|
|
—
|
|
96,007
|
|
|
|
|
Special Mention
|
112
|
|
471
|
|
253
|
|
3
|
|
203
|
|
2,081
|
|
32
|
|
—
|
|
3,155
|
|
|
|
|
Substandard
|
—
|
|
—
|
|
—
|
|
—
|
|
254
|
|
2,935
|
|
—
|
|
—
|
|
3,189
|
|
Total Rental - Small Loan
|
|
|
4,345
|
|
19,274
|
|
14,655
|
|
13,071
|
|
12,483
|
|
33,940
|
|
4,583
|
|
—
|
|
102,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental - large loan
|
|
Pass
|
2,664
|
|
8,129
|
|
7,912
|
|
7,142
|
|
8,460
|
|
23,749
|
|
1,003
|
|
—
|
|
59,059
|
|
|
|
|
Special Mention
|
—
|
|
1,430
|
|
—
|
|
—
|
|
1,093
|
|
34
|
|
—
|
|
—
|
|
2,557
|
|
|
|
|
Substandard
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,328
|
|
—
|
|
—
|
|
3,328
|
|
Total Rental - Large Loan
|
|
|
2,664
|
|
9,559
|
|
7,912
|
|
7,142
|
|
9,553
|
|
27,111
|
|
1,003
|
|
—
|
|
64,944
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
Pass
|
66
|
|
—
|
|
91
|
|
86
|
|
134
|
|
1,439
|
|
71,143
|
|
—
|
|
72,959
|
|
|
|
|
Special Mention
|
—
|
|
—
|
|
—
|
|
40
|
|
—
|
|
142
|
|
1,354
|
|
—
|
|
1,536
|
|
|
|
|
Substandard
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
343
|
|
332
|
|
—
|
|
675
|
|
Total Home Equity
|
|
|
66
|
|
—
|
|
91
|
|
126
|
|
134
|
|
1,924
|
|
72,829
|
|
—
|
|
75,170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
Dollars in thousands
|
|
Risk Rating
|
2020
|
2019
|
2018
|
2017
|
2016
|
Prior
|
Revolvi-
ng
|
Revolving- Term
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Residential 1-4 Family Real
Estate
|
|
|
14,819
|
|
61,914
|
|
52,627
|
|
43,432
|
|
48,600
|
|
218,847
|
|
78,415
|
|
—
|
|
518,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage warehouse lines
|
|
Pass
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
166,826
|
|
—
|
|
166,826
|
|
|
|
|
Special Mention
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
Substandard
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Total Mortgage Warehouse Lines
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
166,826
|
|
—
|
|
166,826
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
Pass
|
4,026
|
|
14,306
|
|
7,234
|
|
3,000
|
|
1,983
|
|
1,907
|
|
645
|
|
—
|
|
33,101
|
|
|
|
|
Special Mention
|
183
|
|
752
|
|
408
|
|
268
|
|
119
|
|
71
|
|
17
|
|
—
|
|
1,818
|
|
|
|
|
Substandard
|
76
|
|
181
|
|
29
|
|
33
|
|
66
|
|
12
|
|
28
|
|
—
|
|
425
|
|
Total Consumer
|
|
|
4,285
|
|
15,239
|
|
7,671
|
|
3,301
|
|
2,168
|
|
1,990
|
|
690
|
|
—
|
|
35,344
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit cards
|
|
Pass
|
1,673
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,673
|
|
|
|
|
Special Mention
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
Substandard
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Total Credit Cards
|
|
|
1,673
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overdrafts
|
|
Pass
|
592
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
592
|
|
|
|
|
Special Mention
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
Substandard
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Total Overdrafts
|
|
|
592
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
592
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other
|
|
|
2,265
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
95,350
|
|
$
|
395,026
|
|
$
|
263,044
|
|
$
|
187,322
|
|
$
|
170,135
|
|
$
|
523,902
|
|
$
|
372,490
|
|
$
|
—
|
|
$
|
2,007,269
|
|
At March 31, 2020, we had TDRs of $25.8 million, of which $22.4 million were current with respect to restructured contractual payments. At December 31, 2019, our TDRs totaled $25.7 million, of which $22.9 million were current with respect to restructured contractual payments. There were no commitments to lend additional funds under these restructurings at either balance sheet date.
The following tables present by class the TDRs that were restructured during the three months ended March 31, 2020 and March 31, 2019. Generally, the modifications were extensions of term, modifying the payment terms from principal and interest to interest only for an extended period, or reduction in interest rate. TDRs are evaluated individually for allowance for credit loss purposes if the loan balance exceeds $500,000, otherwise, smaller balance TDR loans are included in the pools to determine ACLL.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
March 31, 2020
|
|
For the Three Months Ended
March 31, 2019
|
Dollars in thousands
|
Number of
Modifications
|
|
Pre-
modification
Recorded
Investment
|
|
Post-
modification
Recorded
Investment
|
|
Number of
Modifications
|
|
Pre-
modification
Recorded
Investment
|
|
Post-
modification
Recorded
Investment
|
Commercial
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial real estate - owner occupied
|
|
|
|
|
|
|
|
|
|
|
|
Professional & medical
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Retail
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
1
|
|
|
361
|
|
|
361
|
|
|
1
|
|
|
325
|
|
|
325
|
|
Commercial real estate - non-owner occupied
|
|
|
|
|
|
|
|
|
|
|
|
Hotels & motels
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Mini-storage
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
35
|
|
|
35
|
|
Retail
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
162
|
|
|
162
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
126
|
|
|
126
|
|
Construction and development
|
|
|
|
|
|
|
|
|
|
|
|
Land & land development
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Residential 1-4 family real estate
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Personal residence
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
151
|
|
|
151
|
|
Rental - small loan
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
259
|
|
|
259
|
|
Rental - large loan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Home equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Mortgage warehouse lines
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
16
|
|
|
16
|
|
Total
|
1
|
|
|
$
|
361
|
|
|
$
|
361
|
|
|
13
|
|
|
$
|
1,074
|
|
|
$
|
1,074
|
|
The following tables present defaults during the stated period of TDRs that were restructured during the prior 12 months. For purposes of these tables, a default is considered as either the loan was past due 30 days or more at any time during the period, or the loan was fully or partially charged off during the period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
March 31, 2020
|
|
For the Three Months Ended
March 31, 2019
|
Dollars in thousands
|
Number
of
Defaults
|
|
Recorded
Investment
at Default Date
|
|
Number
of
Defaults
|
|
Recorded
Investment
at Default Date
|
Commercial
|
—
|
|
|
$
|
—
|
|
|
2
|
|
|
$
|
157
|
|
Commercial real estate - owner occupied
|
|
|
|
|
|
|
|
Professional & medical
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Retail
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
1
|
|
|
361
|
|
|
—
|
|
|
—
|
|
Commercial real estate - non-owner occupied
|
|
|
|
|
|
|
|
Hotels & motels
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Mini-storage
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Retail
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
127
|
|
Construction and development
|
|
|
|
|
|
|
|
Land & land development
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Residential 1-4 family real estate
|
|
|
|
|
|
|
|
Personal residence
|
—
|
|
|
—
|
|
|
4
|
|
|
614
|
|
Rental - small loan
|
—
|
|
|
—
|
|
|
3
|
|
|
146
|
|
Rental - large loan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Home equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Mortgage warehouse lines
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
1
|
|
|
$
|
361
|
|
|
10
|
|
|
$
|
1,044
|
|
As of April 30, 2020, we had executed 550 modifications to interest only or principal and interest deferrals on outstanding loan balances of $338 million in connection with the COVID-19 relief provided by the CARES Act. These modifications and deferrals were generally no more than 6 months in duration and were not considered troubled debt restructurings based on interagency guidance issued in March 2020.
On January 1, 2020, we purchased loans, for which there was, at the time of acquisition, more than significant deterioration of credit quality since origination (PCD loans). The carrying amount of these loans at acquisition is as follows:
|
|
|
|
|
|
Dollars in thousands
|
|
January 1, 2020
|
Purchase price of PCD loans at acquisition
|
|
$
|
1,877
|
|
Allowance for credit losses - loans at acquisition
|
|
410
|
|
Non-credit discount at acquisition
|
|
159
|
|
Par value of PCD loans at acquisition
|
|
1,308
|
|
NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS
In accordance with ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, during first quarter 2020, we evaluated recent potential triggering events that might be indicators that our goodwill was impaired. The events include, among others, the economic disruption and uncertainty surrounding the COVID-19 pandemic. We performed Step 1 of the goodwill impairment test and determined that there were no indicators of impairment noted as of March 31, 2020.
The following tables present our goodwill activity for the quarter ending March 31, 2020 and the balance of other intangible assets at March 31, 2020 and December 31, 2019.
|
|
|
|
|
|
Dollars in thousands
|
|
Goodwill Activity
|
Balance, January 1, 2020
|
|
$
|
12,658
|
|
Acquired goodwill
|
|
10,822
|
|
Balance, March 31, 2020
|
|
$
|
23,480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Intangible Assets
|
Dollars in thousands
|
|
March 31, 2020
|
December 31, 2019
|
Identifiable intangible assets
|
|
|
|
|
|
|
Gross carrying amount
|
|
$
|
15,444
|
|
|
$
|
14,727
|
|
Less: accumulated amortization
|
|
(4,792
|
)
|
|
(4,363
|
)
|
Net carrying amount
|
|
$
|
10,652
|
|
|
$
|
10,364
|
|
We recorded amortization expense of $429,000 and $476,000 for the three months ended March 31, 2020 and 2019, respectively, relative to our identifiable intangible assets.
Amortization relative to our identifiable intangible assets is expected to approximate the following during the next five years and thereafter:
|
|
|
|
|
|
Core Deposit
|
Dollars in thousands
|
Intangible
|
Nine month period ending December 31, 2020
|
$
|
1,215
|
|
Year ending December 31, 2021
|
1,511
|
|
Year ending December 31, 2022
|
1,377
|
|
Year ending December 31, 2023
|
1,243
|
|
Year ending December 31, 2024
|
1,110
|
|
Thereafter
|
4,126
|
|
NOTE 8. DEPOSITS
The following is a summary of interest bearing deposits by type as of March 31, 2020 and December 31, 2019:
|
|
|
|
|
|
|
|
|
|
Dollars in thousands
|
|
March 31,
2020
|
|
December 31,
2019
|
Demand deposits, interest bearing
|
|
$
|
648,214
|
|
|
$
|
630,351
|
|
Savings deposits
|
|
457,010
|
|
|
418,096
|
|
Time deposits
|
|
602,244
|
|
|
604,237
|
|
Total
|
|
$
|
1,707,468
|
|
|
$
|
1,652,684
|
|
Included in time deposits are deposits acquired through a third party (“brokered deposits”) totaling $111.2 million and $150.6 million at March 31, 2020 and December 31, 2019, respectively.
A summary of the scheduled maturities for all time deposits as of March 31, 2020 is as follows:
|
|
|
|
|
Dollars in thousands
|
|
Nine month period ending December 31, 2020
|
$
|
290,895
|
|
Year ending December 31, 2021
|
214,158
|
|
Year ending December 31, 2022
|
43,970
|
|
Year ending December 31, 2023
|
19,402
|
|
Year ending December 31, 2024
|
14,050
|
|
Thereafter
|
19,769
|
|
Total
|
$
|
602,244
|
|
The aggregate amount of time deposits in denominations that meet or exceed the FDIC insurance limit of $250,000 totaled $196.0 million at March 31, 2020 and $198.1 million at December 31, 2019.
NOTE 9. BORROWED FUNDS
Short-term borrowings: A summary of short-term borrowings is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
2020
|
|
2019
|
Dollars in thousands
|
Short-term
FHLB
Advances
|
|
Federal Funds
Purchased
and Lines
of Credit
|
|
Short-term
FHLB
Advances
|
|
Federal Funds
Purchased
and Lines
of Credit
|
Balance at March 31
|
$
|
161,600
|
|
|
$
|
145
|
|
|
$
|
186,150
|
|
|
$
|
142
|
|
Average balance outstanding for the period
|
119,462
|
|
|
145
|
|
|
198,878
|
|
|
1,419
|
|
Maximum balance outstanding at any month end during period
|
161,600
|
|
|
145
|
|
|
190,000
|
|
|
142
|
|
Weighted average interest rate for the period
|
1.65
|
%
|
|
1.41
|
%
|
|
2.71
|
%
|
|
2.47
|
%
|
Weighted average interest rate for balances
|
|
|
|
|
|
|
|
|
|
|
|
outstanding at March 31
|
0.48
|
%
|
|
0.25
|
%
|
|
2.75
|
%
|
|
2.50
|
%
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2019
|
Dollars in thousands
|
Short-term
FHLB
Advances
|
|
Federal Funds
Purchased
and Lines
of Credit
|
Balance at December 31
|
$
|
199,200
|
|
|
145
|
|
Average balance outstanding for the period
|
193,992
|
|
|
458
|
|
Maximum balance outstanding at any month end
during period
|
237,400
|
|
|
145
|
|
Weighted average interest rate for the period
|
2.48
|
%
|
|
2.43
|
%
|
Weighted average interest rate for balances
|
|
|
|
outstanding at December 31
|
1.83
|
%
|
|
1.75
|
%
|
Long-term borrowings: Our long-term borrowings of $712,000 and $717,000 at March 31, 2020 and December 31, 2019, respectively, consisted of a 5.34% fixed rate advance from the Federal Home Loan Bank (“FHLB”), maturing in 2026. This FHLB advance is collateralized by a blanket lien of $1.22 billion of residential mortgage loans, certain commercial loans, mortgage backed securities and securities of U.S. Government agencies and corporations..
Subordinated debentures owed to unconsolidated subsidiary trusts: We have three statutory business trusts that were formed for the purpose of issuing mandatorily redeemable securities (the “capital securities”) for which we are obligated to third party investors and investing the proceeds from the sale of the capital securities in our junior subordinated debentures (the “debentures”). The debentures held by the trusts are their sole assets. Our subordinated debentures totaled $19.6 million at March 31, 2020 and December 31, 2019.
The capital securities held by SFG Capital Trust I, SFG Capital Trust II, and SFG Capital Trust III qualify as Tier 1 capital under Federal Reserve Board guidelines. In accordance with these Guidelines, trust preferred securities generally are limited to 25% of Tier 1 capital elements, net of goodwill. The amount of trust preferred securities and certain other elements in excess of the limit can be included in Tier 2 capital.
A summary of the maturities of all long-term borrowings and subordinated debentures for the next five years and thereafter is as follows:
|
|
|
|
|
|
|
|
|
|
|
Dollars in thousands
|
|
|
Long-term
borrowings
|
|
Subordinated
debentures owed
to unconsolidated
subsidiary trusts
|
Year Ending December 31,
|
2020
|
|
$
|
14
|
|
|
$
|
—
|
|
|
2021
|
|
19
|
|
|
—
|
|
|
2022
|
|
21
|
|
|
—
|
|
|
2023
|
|
22
|
|
|
—
|
|
|
2024
|
|
23
|
|
|
—
|
|
|
Thereafter
|
|
613
|
|
|
19,589
|
|
|
|
|
$
|
712
|
|
|
$
|
19,589
|
|
NOTE 10. SHARE-BASED COMPENSATION
Under the 2014 Long-Term Incentive Plan (“2014 LTIP”), stock options, SARs and RSUs have generally been granted with an exercise price equal to the fair value of Summit's common stock on the grant date. We periodically grant employee stock options to individual employees.
During first quarter 2019, we granted 109,819 SARs that become exercisable ratably over five years (20% per year) and expire ten years after the grant date and granted 28,306 SARS that become exercisable ratably over seven years (14.29% per year) and expire ten years after the grant date.
The fair value of our employee stock options and SARs granted under the Plans is estimated at the date of grant using the Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. Additionally, there may be other factors that would otherwise have a significant effect on the value of employee stock options and SARs granted but are not considered by the model. Because our employee stock options and SARs have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options and SARs at the time of grant. The assumptions used to value SARs granted during 2019 were as follows:
|
|
|
|
|
|
|
5-year vesting SARs
|
7-year vesting SARs
|
Risk-free interest rate
|
2.43
|
%
|
2.51
|
%
|
Expected dividend yield
|
2.30
|
%
|
2.30
|
%
|
Expected common stock volatility
|
35.71
|
%
|
40.84
|
%
|
Expected life
|
6.5 years
|
|
7.0 years
|
|
A summary of our SAR and stock option activity the first three months of 2020 and 2019 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31,
|
|
2020
|
|
Options/SARs
|
|
Aggregate
Intrinsic
Value (in thousands)
|
|
Remaining
Contractual
Term (Yrs.)
|
|
Weighted-Average
Exercise Price
|
Outstanding, January 1
|
330,703
|
|
|
|
|
|
|
$
|
20.44
|
|
Granted
|
—
|
|
|
|
|
|
|
—
|
|
Exercised
|
—
|
|
|
|
|
|
|
—
|
|
Forfeited
|
—
|
|
|
|
|
|
|
—
|
|
Expired
|
—
|
|
|
|
|
|
|
—
|
|
Outstanding, March 31
|
330,703
|
|
|
$
|
1,039
|
|
|
7.08
|
|
$
|
20.44
|
|
|
|
|
|
|
|
|
|
Exercisable, March 31
|
146,031
|
|
|
$
|
732
|
|
|
6.24
|
|
$
|
18.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31,
|
|
2019
|
|
Options/SARs
|
|
Aggregate
Intrinsic
Value (in thousands)
|
|
Remaining
Contractual
Term (Yrs.)
|
|
Weighted-Average
Exercise Price
|
Outstanding, January 1
|
232,091
|
|
|
|
|
|
|
$
|
17.36
|
|
Granted
|
138,125
|
|
|
|
|
|
|
23.94
|
|
Exercised
|
—
|
|
|
|
|
|
|
—
|
|
Forfeited
|
—
|
|
|
|
|
|
|
—
|
|
Expired
|
—
|
|
|
|
|
|
|
—
|
|
Outstanding, March 31
|
370,216
|
|
|
$
|
2,478
|
|
|
7.83
|
|
$
|
19.82
|
|
|
|
|
|
|
|
|
|
Exercisable, March 31
|
111,058
|
|
|
$
|
1,129
|
|
|
6.16
|
|
$
|
15.77
|
|
Grants of RSUs include time-based vesting conditions that generally vest ratably over a period of 3 to 5 years. During first quarter 2020, we granted 1,846 RSUs which will fully vest on the 2 anniversary of the grant date. During 2019, we granted 2,892 RSUs which will vest ratably over 3 years. A summary of our RSU activity and related information is as follows.
|
|
|
|
|
|
|
Dollars in thousands, except per share amounts
|
RSUs
|
|
Weighted Average Grant Date Fair Value
|
Nonvested, December 31, 2019
|
2,892
|
|
|
25.93
|
|
Granted
|
1,846
|
|
|
27.09
|
|
Exercised
|
—
|
|
|
—
|
|
Forfeited
|
—
|
|
|
—
|
|
Vested
|
—
|
|
|
—
|
|
Nonvested, March 31, 2020
|
4,738
|
|
|
26.38
|
|
We recognize compensation expense based on the estimated number of stock awards expected to actually vest, exclusive of the awards expected to be forfeited. During the first three months of 2020 and 2019, total stock compensation expense for all share-based arrangements was $162,000 and $132,000 and the related deferred tax benefits were approximately $39,000 and $32,000.
NOTE 11. COMMITMENTS AND CONTINGENCIES
Off-Balance Sheet Arrangements
We are a party to certain financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of our customers. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the statement of financial position. The contract amounts of these instruments reflect the extent of involvement that we have in this class of financial instruments.
Many of our lending relationships contain both funded and unfunded elements. The funded portion is reflected on our balance sheet. The unfunded portion of these commitments is not recorded on our balance sheet until a draw is made under the loan facility. Since many of the commitments to extend credit may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements.
A summary of the total unfunded, or off-balance sheet, credit extension commitments follows:
|
|
|
|
|
|
Dollars in thousands
|
|
March 31,
2020
|
Commitments to extend credit:
|
|
|
Revolving home equity and credit card lines
|
|
$
|
70,168
|
|
Construction loans
|
|
147,681
|
|
Other loans
|
|
215,004
|
|
Standby letters of credit
|
|
16,732
|
|
Total
|
|
$
|
449,585
|
|
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. We evaluate each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if we deem necessary upon extension of credit, is based on our credit evaluation. Collateral held varies but may include accounts receivable, inventory, equipment or real estate.
Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party.
Our 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 amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments.
Allowance For Credit Losses - Off-Balance-Sheet Credit Exposures
The ACL on off-balance-sheet credit exposures is a liability account, calculated in accordance with ASC 326, representing expected credit losses over the contractual period for which we are exposed to credit risk resulting from a contractual obligation to extend credit. No allowance is recognized if we have the unconditional right to cancel the obligation. Off-balance-sheet credit exposures primarily consist of amounts available under outstanding lines of credit and letters of credit detailed in the table above. For the period of exposure, the estimate of expected credit losses considers both the likelihood that funding will occur and the amount expected to be funded over the estimated remaining life of the commitment or other off-balance-sheet exposure. The likelihood and expected amount of funding are based on historical utilization rates. The amount of the allowance represents management's best estimate of expected credit losses on commitments expected to be funded over the contractual life of the commitment. Estimating credit losses on amounts expected to be funded uses the same methodology as described for loans in Note 6 - Loans and Allowance for Credit Losses as if such commitments were funded.
The impact to the ACL on off-balance sheet credit exposures upon adoption of ASC 326 was $2.43 million, followed by a first quarter 2020 provision of $551,000 resulting in a March 31, 2020 balance of $2.98 million.
Litigation
We are not a party to litigation except for matters that arise in the normal course of business. While it is impossible to ascertain the ultimate resolution or range of financial liability, if any, with respect to these contingent matters, in the opinion of management, after consultation with legal counsel, the outcome of these matters will not have a significant adverse effect on the consolidated financial statements.
NOTE 12. REGULATORY MATTERS
Our bank subsidiary, Summit Community Bank, Inc. (“Summit Community”), is subject to various regulatory capital requirements administered by the banking regulatory agencies. Under the capital adequacy guidelines and the regulatory framework for prompt corrective action, Summit Community must meet specific capital guidelines that involve quantitative measures of its assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Our bank subsidiary’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require Summit Community to maintain minimum amounts and ratios of Common Equity Tier 1("CET1"), Total capital and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). We believe, as of March 31, 2020, that our bank subsidiary met all capital adequacy requirements to which they were subject.
The most recent notifications from the banking regulatory agencies categorized Summit Community as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, Summit Community must maintain minimum CET1, Total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table below.
In December 2018, the federal bank regulatory agencies approved a final rule modifying their regulatory capital rules to provide an option to phase-in over a period of three years the day-one regulatory capital effects of the implementation of ASC 326. In March 2020, those agencies approved a final rule providing an option to delay the estimated impact on regulatory capital. We elected this optional phase-in period upon adoption of ASC 326 on January 1, 2020 and elected to delay the estimated impact. The initial impact of adoption as well as 25% of the quarterly increases in the allowance for credit losses subsequent to adoption (collectively the “transition adjustments”) will be delayed for two years. After two years, the cumulative amount of the transition adjustments will become fixed and will be phased out of the regulatory capital calculations evenly over a three year period, with 75% recognized in year three, 50% recognized in year four, and 25% recognized in year five. After five years, the temporary regulatory capital benefits will be fully reversed.
The following tables present Summit's, as well as Summit Community's, actual and required minimum regulatory capital amounts and ratios as of March 31, 2020 and December 31, 2019. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual
|
|
Minimum Required Capital - Basel III
|
|
Minimum Required To Be Well Capitalized
|
Dollars in thousands
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
As of March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
CET1 (to risk weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
Summit
|
|
$
|
231,676
|
|
|
10.8
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Summit Community
|
|
250,530
|
|
|
11.7
|
%
|
|
149,890
|
|
|
7.0
|
%
|
|
139,183
|
|
|
6.5
|
%
|
Tier I Capital (to risk weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summit
|
|
250,676
|
|
|
11.7
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Summit Community
|
|
250,530
|
|
|
11.7
|
%
|
|
182,009
|
|
|
8.5
|
%
|
|
171,303
|
|
|
8.0
|
%
|
Total Capital (to risk weighted assets)
|
|
|
|
|
|
|
|
|
|
|
Summit
|
|
267,905
|
|
|
12.5
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Summit Community
|
|
267,759
|
|
|
12.5
|
%
|
|
224,918
|
|
|
10.5
|
%
|
|
214,207
|
|
|
10.0
|
%
|
Tier I Capital (to average assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summit
|
|
250,676
|
|
|
10.2
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Summit Community
|
|
250,530
|
|
|
10.2
|
%
|
|
98,247
|
|
|
4.0
|
%
|
|
122,809
|
|
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual
|
|
Minimum Required Capital - Basel III Fully Phased-in
|
|
Minimum Required To Be Well Capitalized
|
Dollars in thousands
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
CET1 (to risk weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
Summit
|
|
224,679
|
|
|
11.1
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Summit Community
|
|
244,045
|
|
|
12.1
|
%
|
|
141,183
|
|
|
7.0
|
%
|
|
131,099
|
|
|
6.5
|
%
|
Tier I Capital (to risk weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summit
|
|
243,679
|
|
|
12.1
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Summit Community
|
|
244,045
|
|
|
12.1
|
%
|
|
171,437
|
|
|
8.5
|
%
|
|
161,352
|
|
|
8.0
|
%
|
Total Capital (to risk weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summit
|
|
256,753
|
|
|
12.7
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Summit Community
|
|
257,119
|
|
|
12.7
|
%
|
|
212,579
|
|
|
10.5
|
%
|
|
202,456
|
|
|
10.0
|
%
|
Tier I Capital (to average assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summit
|
|
243,679
|
|
|
10.5
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Summit Community
|
|
244,045
|
|
|
10.6
|
%
|
|
92,092
|
|
|
4.0
|
%
|
|
115,116
|
|
|
5.0
|
%
|
NOTE 13. DERIVATIVE FINANCIAL INSTRUMENTS
We have entered into four pay-fixed/receive LIBOR interest rate swaps as follows:
|
|
•
|
A $30 million notional interest rate swap expiring on October 18, 2020, was designated as a cash flow hedge of $30 million of variable rate Federal Home Loan Bank advances. Under the terms of this swap we will pay a fixed rate of 2.89% and receive a variable rate equal to one month LIBOR.
|
|
|
•
|
A $40 million notional interest rate swap expiring on October 18, 2021, was designated as a cash flow hedge of $40 million of variable rate Federal Home Loan Bank advances. Under the terms of this swap we will pay a fixed rate of 2.19% and receive a variable rate equal to three month LIBOR.
|
|
|
•
|
A $20 million notional interest rate swap with an effective date of October 18, 2021 and expiring on October 18, 2023, was designated as a cash flow hedge of $20 million of forecasted variable rate Federal Home Loan Bank advances. Under the terms of this swap we will pay a fixed rate of 1.07% and receive a variable rate equal to three month LIBOR.
|
|
|
•
|
A $20 million notional interest rate swap with an effective date of October 18, 2021 and expiring on October 18, 2024, was designated as a cash flow hedge of $20 million of forecasted variable rate Federal Home Loan Bank advances. Under the terms of this swap we will pay a fixed rate of 1.1055% and receive a variable rate equal to three month LIBOR.
|
We have entered into two pay fixed/receive variable interest rate swaps to hedge fair value variability of two commercial fixed rate loans with the same principal, amortization, and maturity terms of the underlying loans, which are designated as fair value hedges as follows:
|
|
•
|
Under the terms of a $9.95 million original notional interest rate swap expiring January 15, 2025, we will pay a fixed rate of 4.33% and receive a variable rate equal to one month LIBOR plus 2.40 percent.
|
|
|
•
|
Under the terms of a $11.3 million original notional interest rate swap expiring January 15, 2026, we will pay a fixed rate of 4.30% and receive a variable rate equal to one month LIBOR plus 2.18 percent.
|
A summary of our derivative financial instruments as of March 31, 2020 and December 31, 2019 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
Notional
Amount
|
|
Derivative Fair Value
|
|
Net Ineffective
|
Dollars in thousands
|
|
Asset
|
|
Liability
|
|
Hedge Gains/(Losses)
|
CASH FLOW HEDGES
|
|
|
|
|
|
|
|
Pay-fixed/receive-variable interest rate swaps
|
|
|
|
|
|
|
|
Short term borrowings
|
$
|
110,000
|
|
|
$
|
—
|
|
|
$
|
2,106
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
FAIR VALUE HEDGES
|
|
|
|
|
|
|
|
Pay-fixed/receive-variable interest rate swaps
|
|
|
|
|
|
|
|
Commercial real estate loans
|
$
|
18,657
|
|
|
$
|
—
|
|
|
$
|
1,371
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
Notional
Amount
|
|
Derivative Fair Value
|
|
Net Ineffective
|
Dollars in thousands
|
|
Asset
|
|
Liability
|
|
Hedge Gains/(Losses)
|
CASH FLOW HEDGES
|
|
|
|
|
|
|
|
Pay-fixed/receive-variable interest rate swaps
|
|
|
|
|
|
|
Short term borrowings
|
$
|
70,000
|
|
|
$
|
—
|
|
|
$
|
679
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
FAIR VALUE HEDGES
|
|
|
|
|
|
|
|
Pay-fixed/receive-variable interest rate swaps
|
|
|
|
|
|
|
|
Commercial real estate loans
|
$
|
18,809
|
|
|
$
|
—
|
|
|
$
|
309
|
|
|
$
|
—
|
|
Loan commitments: ASC Topic 815, Derivatives and Hedging, requires that commitments to make mortgage loans should be accounted for as derivatives if the loans are to be held for sale, because the commitment represents a written option and accordingly is recorded at the fair value of the option liability.
NOTE 14. ACQUISITIONS
Cornerstone Financial Services Inc. Acquisition
On January 1, 2020, Summit Community Bank, Inc. ("SCB"), a wholly-owned subsidiary of Summit, acquired 100% of the ownership of Cornerstone Financial Services Inc. ("Cornerstone") and its subsidiary Cornerstone Bank, headquartered in West Union, West Virginia. With this transaction, Summit further expands its footprint into the central region of West Virginia. Pursuant to the Agreement and Plan of Merger dated September 17, 2019, Cornerstone's shareholders received cash in the amount of $5,700.00 per share or 228 shares of Summit common stock, or a combination of cash and Summit stock, subject to proration to result in approximately 50% cash and 50% stock consideration in the aggregate. Total stock consideration was $15.4 million or 570,000 shares of Summit common stock and cash consideration was $14.3 million. Cornerstone's assets and liabilities approximated $195 million and $176 million, respectively, at December 31, 2019 and was deemed immaterial to our financial statements.
We accounted for the acquisition using the acquisition method of accounting in accordance with ASC 805, Business Combinations and accordingly, the assets and liabilities of Cornerstone were recorded at their acquisition date respective fair values. Determining the fair value of assets and liabilities, particularly related to the loan portfolio, is a complicated process involving significant judgment regarding methods and assumptions used to calculate the estimated fair values. The fair values
are preliminary and subject to refinement for up to one year after the acquisition date as additional information relative to the acquisition date fair values becomes available. We recognized preliminary goodwill of $10.82 million in connection with the acquisition (not deductible for income tax purposes), which is not amortized for financial reporting purposes, but is subject to annual impairment testing. The core deposit intangible represents the value of long-term deposit relationships acquired in this transaction and will be amortized over an estimated weighted average life of 10 years using an accelerated method which approximates the estimated run-off of the acquired deposits. The following table details the total consideration paid on January 1, 2020 in connection with the acquisition of Cornerstone, the fair values of the assets acquired and liabilities assumed and the resulting preliminary goodwill.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
As Recorded by Cornerstone
|
|
Estimated Fair Value Adjustments
|
|
Estimated Fair Values as Recorded by Summit
|
Cash consideration
|
|
|
|
|
|
$
|
14,250
|
|
Stock consideration
|
|
|
|
|
|
15,441
|
|
Total consideration
|
|
|
|
|
|
29,691
|
|
|
|
|
|
|
|
|
Identifiable assets acquired:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
60,210
|
|
|
$
|
—
|
|
|
$
|
60,210
|
|
Securities available for sale, at fair value
|
|
90,154
|
|
|
(47
|
)
|
|
90,107
|
|
Loans
|
|
|
|
|
|
|
|
Purchased performing
|
|
37,965
|
|
|
188
|
|
|
38,153
|
|
Purchased credit deteriorated
|
|
1,877
|
|
|
(569
|
)
|
|
1,308
|
|
Allowance for loan losses
|
|
(312
|
)
|
|
312
|
|
|
—
|
|
Premises and equipment
|
|
807
|
|
|
(142
|
)
|
|
665
|
|
Property held for sale
|
|
10
|
|
|
—
|
|
|
10
|
|
Core deposit intangibles
|
|
—
|
|
|
717
|
|
|
717
|
|
Other assets
|
|
4,338
|
|
|
(474
|
)
|
|
3,864
|
|
Total identifiable assets acquired
|
|
$
|
195,049
|
|
|
$
|
(15
|
)
|
|
$
|
195,034
|
|
|
|
|
|
|
|
|
Identifiable liabilities assumed:
|
|
|
|
|
|
|
Deposits
|
|
173,030
|
|
|
239
|
|
|
173,269
|
|
Other liabilities
|
|
3,303
|
|
|
(407
|
)
|
|
2,896
|
|
Total identifiable liabilities assumed
|
|
$
|
176,333
|
|
|
$
|
(168
|
)
|
|
$
|
176,165
|
|
|
|
|
|
|
|
|
Net identifiable assets acquired
|
|
$
|
18,716
|
|
|
$
|
153
|
|
|
$
|
18,869
|
|
|
|
|
|
|
|
|
Preliminary goodwill resulting from acquisition
|
|
|
|
|
|
$
|
10,822
|
|
The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above.
Cash and cash equivalents: The carrying amount of these assets approximates their fair value based on the short-term nature of these assets, with the exception of certificates of deposits held at other banks, which were adjusted to fair value based upon current interest rates.
Securities: Fair values for securities are based on quoted market prices, where available. If quoted market prices are not available, fair value estimates are based on observable inputs including quoted market prices for similar instruments, quoted market prices that are not in an active market or other inputs that are observable in the market.
Loans: Fair values for loans are based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, collectibility, fixed or variable interest rate, term of loan, amortization status and current market rates. Loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns, if any.
Premises and equipment: The fair value of Cornerstone's real property was determined based upon appraisals by licensed appraisers. The fair value of tangible personal property, which is not material, was assumed to equal the carrying value by Cornerstone.
Core deposit intangible: This intangible asset represents the value of the relationships with deposit customers. The fair value was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base, reserve requirements and the net maintenance cost attributable to customer deposits.
Deposits: The fair values of the demand and savings deposits by definition equal the amount payable on demand at the acquisition date. The fair values for time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered to the contractual interest rates on such time deposits.
Loans acquired in a business combination are recorded at estimated fair value on the date of acquisition without the carryover of the related allowance for loan losses.
Prior to adoption of ASC 326 on January 1, 2020, loans acquired in a business combination that had evidence of credit deterioration since origination and for which it was probable at the date of acquisition that we would not collect all contractually required principal and interest payments were considered purchased credit-impaired (PCI) loans. When determining fair value, PCI loans were identified as of the date of acquisition based upon evidence of credit quality such as internal risk grades and past due and nonaccrual status. The difference between contractually required payments of principal and interest at acquisition and the cash flows expected to be collected at acquisition was accounted for as a"nonaccretable difference," and was available to absorb future credit losses on those loans. For purposes of determining the nonaccretable difference, no prepayments were generally assumed in determining contractually required payments of principal and interest or cash flows expected to be collected. Subsequent decreases to the expected cash flows generally resulted in a provision for loan losses. Subsequent significant increases in cash flows could have resulted in a reversal of the provision for loan losses to the extent of prior charges, or a transfer from nonaccretable difference to accretable yield. Further, any excess of cash flows expected at acquisition over the estimated fair value was accounted for as accretable yield and was recognized as interest income over the remaining life of the loan when there was a reasonable expectation about the amount and timing of such cash flows.
Subsequent to adoption of ASC 326 on January 1, 2020, loans acquired in a business combination that have experienced more-than-insignificant deterioration in credit quality since origination are considered purchased credit deteriorated (“PCD”) loans. At the acquisition date, an estimate of expected credit losses is made for groups of PCD loans with similar risk characteristics and individual PCD loans without similar risk characteristics. This initial allowance for credit losses is allocated to individual PCD loans and added to the purchase price or acquisition date fair values to establish the initial amortized cost basis of the PCD loans. As the initial allowance for credit losses is added to the purchase price, there is no credit loss expense recognized upon acquisition of a PCD loan. Any difference between the unpaid principal balance of PCD loans and the amortized cost basis is considered to relate to noncredit factors and results in a discount or premium. Discounts and premiums are recognized through interest income on a level-yield method over the life of the loans. All loans considered to be PCI prior to January 1, 2020 were converted to PCD on that date.
Loans not designated PCD loans as of the acquisition date are designated purchased performing loans. We account for purchased performing loans using the contractual cash flows method of recognizing discount accretion based on the acquired loans’ contractual cash flows. Purchased performing loans are recorded at fair value, including a credit discount. The fair value discount is accreted as an adjustment to yield over the estimated lives of the loans. There is no allowance for loan losses established at the acquisition date for purchased performing loans. A provision for loan losses is recorded for any deterioration in these loans subsequent to the acquisition.
The following presents the financial effects of adjustments recognized in the statements of income for the three months ended March 31, 2020 and 2019 related to business combinations that occurred during 2016, 2017, 2019 and 2020.
|
|
|
|
|
|
|
|
|
|
Income increase (decrease)
|
|
Three Months Ended March 31,
|
Dollars in thousands
|
2020
|
|
2019
|
Interest and fees on loans
|
$
|
255
|
|
|
$
|
(9
|
)
|
Interest expense on deposits
|
98
|
|
|
88
|
|
Amortization of intangibles
|
(429
|
)
|
|
(426
|
)
|
Income before income tax expense
|
$
|
(76
|
)
|
|
$
|
(347
|
)
|
MVB Bank Branches Acquisition
On April 24, 2020, SCB expanded its presence in the Eastern Panhandle of West Virginia by acquiring three MVB Bank locations in Berkeley County, West Virginia and one MVB Bank location in Jefferson County, West Virginia. Summit assumed certain deposits and loans totaling approximately $195.0 million and $35.3 million, respectively. The purchase price, subject to a customary post-closing adjustment based on the delivery within 30 calendar days following the closing date of a final closing statement setting forth the purchase price and any necessary adjustment payment amount, for the purchased assets at closing was $51.4 million consisting of (i) the average daily closing balance of the deposits for the thirty (30) day period prior to the closing multiplied by 8.00%, (ii) the aggregate amount of cash on hand as of the closing date, (iii) the aggregate net book value of all assets being assumed (excluding cash on hand, real property and accrued interest with respect to the loans to be acquired), (iv) the appraised value of the real property to be acquired, and (v) accrued interest with respect to the loans to be acquired.
NOTE 15. ACCUMULATED OTHER COMPREHENSIVE INCOME
The following is changes in accumulated other comprehensive income by component, net of tax, for the three months ending March 31, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2020
|
Dollars in thousands
|
|
Gains and Losses on Pension Plan
|
|
Gains and Losses on Other Post-Retirement Benefits
|
|
Gains and Losses on Cash Flow Hedges
|
|
Unrealized Gains (Losses) on Available-for-Sale Securities
|
|
Total
|
Beginning balance
|
|
$
|
(140
|
)
|
|
$
|
48
|
|
|
$
|
(518
|
)
|
|
$
|
3,145
|
|
|
$
|
2,535
|
|
Other comprehensive (loss) income before reclassification
|
|
—
|
|
|
—
|
|
|
(1,084
|
)
|
|
169
|
|
|
(915
|
)
|
Amounts reclassified from accumulated other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(789
|
)
|
|
(789
|
)
|
Net current period other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(1,084
|
)
|
|
(620
|
)
|
|
(1,704
|
)
|
Ending balance
|
|
$
|
(140
|
)
|
|
$
|
48
|
|
|
$
|
(1,602
|
)
|
|
$
|
2,525
|
|
|
$
|
831
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2019
|
Dollars in thousands
|
|
Gains and Losses on Pension Plan
|
|
Gains and Losses on Other Post-Retirement Benefits
|
|
Gains and Losses on Cash Flow Hedges
|
|
Unrealized Gains (Losses) on Available-for-Sale Securities
|
|
Total
|
Beginning balance
|
|
$
|
—
|
|
|
$
|
139
|
|
|
$
|
(314
|
)
|
|
$
|
(841
|
)
|
|
$
|
(1,016
|
)
|
Other comprehensive income (loss) income before reclassification
|
|
(328
|
)
|
|
—
|
|
|
(9
|
)
|
|
2,465
|
|
|
2,128
|
|
Amounts reclassified from accumulated other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
Net current period other comprehensive income (loss)
|
|
(328
|
)
|
|
—
|
|
|
(9
|
)
|
|
2,467
|
|
|
2,130
|
|
Ending balance
|
|
$
|
(328
|
)
|
|
$
|
139
|
|
|
$
|
(323
|
)
|
|
$
|
1,626
|
|
|
$
|
1,114
|
|
NOTE 16. INCOME TAXES
Our income tax expense for the three months ended March 31, 2020 and March 31, 2019 totaled $1.2 million and $1.6 million, respectively. Our effective tax rate (income tax expense as a percentage of income before taxes) for the three months ended March 31, 2020 and 2019 was 20.9% and 18.4%, respectively. A reconciliation between the statutory income tax rate and our effective income tax rate for the three months ended March 31, 2020 and 2019 is as follows:
|
|
|
|
|
|
|
|
For the Three Months Ended March 31,
|
|
2020
|
|
2019
|
Dollars in thousands
|
Percent
|
|
Percent
|
Applicable statutory rate
|
21.0
|
%
|
|
21.0
|
%
|
Increase (decrease) in rate resulting from:
|
|
|
|
Tax-exempt interest and dividends, net
|
(2.5
|
)%
|
|
(2.5
|
)%
|
State income taxes, net of Federal income tax benefit
|
2.1
|
%
|
|
2.0
|
%
|
Low-income housing and rehabilitation tax credits
|
(0.8
|
)%
|
|
(0.5
|
)%
|
Other, net
|
1.1
|
%
|
|
(1.6
|
)%
|
Effective income tax rate
|
20.9
|
%
|
|
18.4
|
%
|
The components of applicable income tax expense for the three months ended March 31, 2020 and 2019 are as follows:
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31,
|
Dollars in thousands
|
2020
|
2019
|
Current
|
|
|
Federal
|
$
|
1,269
|
|
$
|
1,650
|
|
State
|
188
|
|
264
|
|
|
1,457
|
|
1,914
|
|
Deferred
|
|
|
|
Federal
|
(232
|
)
|
(274
|
)
|
State
|
(35
|
)
|
(39
|
)
|
|
(267
|
)
|
(313
|
)
|
Total
|
$
|
1,190
|
|
$
|
1,601
|
|
NOTE 17. REVENUE FROM CONTRACTS WITH CUSTOMERS
Interest income, loan fees, realized securities gains and losses, bank owned life insurance income and mortgage banking revenue are not in the scope of ASC Topic 606, Revenue from Contracts with Customers. With the exception of gains or losses on sales of foreclosed properties, all of our revenue from contracts with customers in the scope of ASC 606 is recognized within Noninterest Income in the Consolidated Statements of Income. Incremental costs of obtaining a contract are expensed when incurred when the amortization period is one year or less.
The following table illustrates our total non-interest income segregated by revenues within the scope of ASC Topic 606 and those which are within the scope of other ASC Topics:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
Dollars in thousands
|
|
2020
|
|
2019
|
Service fees on deposit accounts
|
|
$
|
1,263
|
|
|
$
|
1,180
|
|
Bank card revenue
|
|
933
|
|
|
814
|
|
Trust and wealth management fees
|
|
665
|
|
|
586
|
|
Insurance commissions
|
|
7
|
|
|
1,174
|
|
Other
|
|
111
|
|
|
87
|
|
Net revenue from contracts with customers
|
|
2,979
|
|
|
3,841
|
|
Non-interest income within the scope of other ASC topics
|
|
1,523
|
|
|
389
|
|
Total noninterest income
|
|
$
|
4,502
|
|
|
$
|
4,230
|
|