UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended September 30, 2018

 

OR

 

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

 

For the transition period from __________ to __________

 

Commission file number: 001-36706

 

  CB FINANCIAL SERVICES, INC.  
  (Exact name of registrant as specified in its charter)  

 

Pennsylvania   51-0534721
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

 

100 N. Market Street, Carmichaels, PA   15320
(Address of principal executive offices)   (Zip Code)

 

  (724) 966-5041  
  (Registrant’s telephone number, including area code)  

 

  N/A  
  (Former name, former address and former fiscal year, if changed since last report)  

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No

 

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

 

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

 

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

 

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

 

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

 

As of November 5, 2018, the number of shares outstanding of the Registrant’s Common Stock was 5,414,299.

 

 

FORM 10-Q

 

INDEX

 

Page

 

PART I – FINANCIAL INFORMATION  
Item 1.  Financial Statements (Unaudited) 1
Consolidated Statement of Financial Condition 1
Consolidated Statement of Income 2
Consolidated Statement of Comprehensive Income 3
Consolidated Statement of Changes In Stockholders’ Equity 3
Consolidated Statement of Cash Flows 4
Notes to Unaudited Consolidated Financial Statements 5
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations. 38
Item 3. Quantitative and Qualitative Disclosure about Market Risk. 50
Item 4. Controls and Procedures. 50
PART II - OTHER INFORMATION  
Item 1. Legal Proceedings. 50
Item 1A. Risk Factors. 51
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds. 51
Item 3.  Defaults Upon Senior Securities. 51
Item 4. Mine Safety Disclosures. 51
Item 5. Other Information. 51
Item 6. Exhibits 51
SIGNATURES 52

 

 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

 

(Dollars in thousands, except share data)     (Unaudited)
September 30,
2018
      December 31,
2017
 
         
ASSETS        
Cash and Due From Banks:        
Interest Bearing   $ 37,173     $ 11,685  
Non-Interest Bearing     8,784       8,937  
Total Cash and Due From Banks     45,957       20,622  
                 
Investment Securities:                
Available-for-Sale     216,830       123,583  
Loans, Net     891,863       735,596  
Premises and Equipment, Net     23,933       16,712  
Bank-Owned Life Insurance     22,783       19,151  
Goodwill     27,071       4,953  
Core Deposit Intangible, Net     11,425       3,284  
Accrued Interest and Other Assets     13,664       10,585  
TOTAL ASSETS   $ 1,253,526     $ 934,486  
                 
LIABILITIES                
Deposits:                
Demand Deposits   $ 261,692     $ 188,499  
NOW Accounts     198,607       145,183  
Money Market Accounts     184,357       136,914  
Savings Accounts     206,050       132,359  
Time Deposits     208,462       164,301  
Brokered Deposits     3,723       6,088  
Total Deposits     1,062,891       773,344  
                 
Short-Term Borrowings     31,580       39,605  
Other Borrowed Funds     23,257       24,500  
Accrued Interest and Other Liabilities     2,115       3,781  
TOTAL LIABILITIES     1,119,843       841,230  
                 
STOCKHOLDERS' EQUITY                
Preferred Stock, No Par Value; 5,000,000 Shares Authorized     -       -  
Common Stock, $0.4167 Par Value; 35,000,000 Shares Authorized, 5,680,993 and 4,363,346 Shares Issued and 5,414,299 and 4,095,957 Shares Outstanding at September 30, 2018 and December 31, 2017, Respectively     2,367       1,818  
Capital Surplus     73,632       42,089  
Retained Earnings     66,460       55,280  
Treasury Stock, at Cost (266,694 and 267,389 Shares at September 30, 2018 and December 31, 2017, Respectively)     (4,680 )     (4,590 )
Accumulated Other Comprehensive Loss     (4,096 )     (1,341 )
TOTAL STOCKHOLDERS' EQUITY     133,683       93,256  
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 1,253,526     $ 934,486  

 

The accompanying notes are an integral part of these consolidated financial statement 

 

1

 

 

CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

 

    Three Months Ended
September 30,
  Nine Months Ended
September 30,
(Dollars in thousands, except share and per share data)   2018   2017   2018   2017
                 
INTEREST AND DIVIDEND INCOME                
Loans, Including Fees   $ 10,044     $ 7,459     $ 27,272     $ 21,830  
Federal Funds Sold     53       64       113       120  
Investment Securities:                                
Taxable     1,202       386       2,624       1,133  
Exempt From Federal Income Tax     318       229       857       665  
Other Interest and Dividend Income     147       75       295       205  
TOTAL INTEREST AND DIVIDEND INCOME     11,764       8,213       31,161       23,953  
                                 
INTEREST EXPENSE                                
Deposits     1,398       720       3,372       2,050  
Federal Funds Purchased     -       -       1       -  
Short-Term Borrowings     68       20       473       59  
Other Borrowed Funds     128       120       364       361  
TOTAL INTEREST EXPENSE     1,594       860       4,210       2,470  
                                 
NET INTEREST INCOME     10,170       7,353       26,951       21,483  
Provision For Loan Losses     25       300       2,125       1,020  
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES     10,145       7,053       24,826       20,463  
                                 
NONINTEREST INCOME                                
Service Fees on Deposit Accounts     866       630       2,176       1,839  
Insurance Commissions     920       758       2,731       2,686  
Other Commissions     127       125       823       336  
Net Gains on Sales of Loans     52       137       106       389  
Net Gains on Sales of Investments     -       10       -       132  
Fair Value of Equity Securities     35       -       54       -  
Net Gains on Purchased Tax Credits     11       14       33       43  
Net Loss on Disposal of Fixed Assets     (74 )     -       (74 )     -  
Income from Bank-Owned Life Insurance     135       116       370       348  
Other     16       28       80       87  
TOTAL NONINTEREST INCOME     2,088       1,818       6,299       5,860  
                                 
NONINTEREST EXPENSE                                
Salaries and Employee Benefits     4,708       3,512       13,268       10,425  
Occupancy     855       526       2,213       1,678  
Equipment     786       464       1,916       1,376  
FDIC Assessment     67       104       361       267  
PA Shares Tax     197       186       593       562  
Contracted Services     273       119       583       408  
Legal and Professional Fees     171       81       456       324  
Advertising     245       197       587       504  
Bankcard Processing Expense     180       130       448       384  
Other Real Estate Owned (Income) Expense     49       (349 )     37       (343 )
Amortization of Core Deposit Intangible     452       134       986       401  
Merger-Related     61       -       854       -  
Other     1,321       793       3,224       2,432  
TOTAL NONINTEREST EXPENSE     9,365       5,897       25,526       18,418  
                                 
Income Before Income Taxes     2,868       2,974       5,599       7,905  
Income Taxes (1)     576       910       977       2,336  
NET INCOME   $ 2,292     $ 2,064     $ 4,622     $ 5,569  
                                 
EARNINGS PER SHARE                                
Basic   $ 0.42     $ 0.50     $ 0.96     $ 1.36  
Diluted     0.42       0.50       0.95       1.36  
                                 
WEIGHTED AVERAGE SHARES OUTSTANDING                                
Basic     5,414,299       4,088,025       4,834,948       4,087,783  
Diluted     5,476,792       4,108,723       4,889,553       4,104,157  

 

(1) See Note 1 – Income Taxes for further details on the reduction of the effective tax rate.

 

The accompanying notes are an integral part of these consolidated financial statement 

 

2

 


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

 

    Three Months Ended
September 30,
  Nine Months Ended
September 30,
(Dollars in thousands)   2018   2017   2018   2017
                 
Net Income   $ 2,292     $ 2,064     $ 4,622     $ 5,569  
                                 
Other Comprehensive (Loss) Income:                                
Unrealized (Losses) Gains on Available-for-Sale Securities Net of Income (Benefit) Tax of ($325) and $5 for the Three Months Ended September 30, 2018 and 2017, Respectively, and ($734) and $314 for the Nine Months Ended September 30, 2018 and 2017, Respectively     (1,224 )     9       (2,715 )     612  
                                 
Reclassification Adjustment for Gains on Securities:                                
Included in Net Income, Net of Income Tax of $4 and $45 for the Three and Nine Months Ended September 30, 2017, Respectively (1)     -       (6 )     -       (87 )
Other Comprehensive (Loss) Income, Net of Income (Benefit) Tax     (1,224 )     3       (2,715 )     525  
Total Comprehensive Income   $ 1,068     $ 2,067     $ 1,907     $ 6,094  

 

(1)

The gross amount of gains on securities of $10 and $132 for the Three and Nine Months Ended September 30, 2017, Respectively, are reported as Net Gains on Sales of Investments on the Consolidated Statement of Income. The income tax effect is included in Income Taxes on the Consolidated Statement of Income. 

 

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

 

(Dollars in thousands, except share and per share data)     Shares
Issued
      Common
Stock
      Capital
Surplus
      Retained
Earnings
      Treasury
Stock
      Accumulated
Other
Comprehensive
Loss
      Total
Stockholders'
Equity
 
                             
December 31, 2016     4,363,346     $ 1,818     $ 41,863     $ 51,713     $ (4,746 )   $ (1,179 )   $ 89,469  
Comprehensive Income:                                                        
Net Income     -       -       -       5,569       -       -       5,569  
Other Comprehensive Income     -       -       -       -       -       525       525  
Stock-Based Compensation Expense     -       -       258       -       -       -       258  
Exercise of Stock Options     -       -       7       -       24       -       31  
Dividends Paid ($0.66 Per Share)     -       -       -       (2,698 )     -       -       (2,698 )
September 30, 2017     4,363,346     $ 1,818     $ 42,128     $ 54,584     $ (4,722 )   $ (654 )   $ 93,154  

 

(Dollars in thousands, except share and per share data)     Shares
Issued
      Common
Stock
      Capital
Surplus
      Retained
Earnings
      Treasury
Stock
      Accumulated
Other
Comprehensive
Loss
      Total
Stockholders'
Equity
 
                             
December 31, 2017     4,363,346     $ 1,818     $ 42,089     $ 55,280     $ (4,590 )   $ (1,341 )   $ 93,256  
Comprehensive Income:                                                        
Net Income     -       -       -       4,622       -       -       4,622  
Other Comprehensive Loss     -       -       -       -       -       (2,715 )     (2,715 )
Equity Securities MTM Adjustment (1)     -       -       -       40       -       (40 )     -  
Issuance of Common Stock     1,317,647       549       31,692       9,801       -       -       41,527  
(net of issuance expenses of $515)     -       -       -     -       -       -       -  
Stock-Based Compensation Expense     -       -       361       -       -       -       361  
Exercise of Stock Options     -       -       5       -       208       -       213  
Treasury stock purchased, at cost (8,624 shares)     -       -       -       -       (298 )     -       (298 )
Dividends Paid ($0.66 Per Share)     -       -       -       (3,283 )     -       -       (3,283 )
September 30, 2018     5,680,993     $ 2,367     $ 73,632     $ 66,460     $ (4,680 )   $ (4,096 )   $ 133,683  

 

(1) Reclassification due to the adoption of ASU 2016-01. See Note 1 for additional information.

 

 

The accompanying notes are an integral part of these consolidated financial statement 

 

3

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

 

    Nine Months Ended
September 30,
(Dollars in thousands)   2018   2017
         
OPERATING ACTIVITIES        
Net Income   $ 4,622     $ 5,569  
Αdjustmеnts to Rеconcilе Net Income to Net Cash Provided By Operating Activities:                
Net Amortization on Investments     96       265  
Depreciation and Amortization     2,263       1,867  
Provision for Loan Losses     2,125       1,020  
Unrealized Gain on Equity Securities     (54)       -  
Gains on Purchased Tax Credits     33       43  
Income from Bank-Owned Life Insurance     (370 )     (348 )
Proceeds From Mortgage Loans Sold     6,434       16,941  
Originations of Mortgage Loans for Sale     (6,328 )     (16,552 )
Gains on Sales of Loans     (106 )     (389 )
Gains on Sales of Investment Securities     -       (132 )
Gains on Sales of Other Real Estate Owned and Repossessed Assets     (19 )     (357 )
Noncash Expense for Stock-Based Compensation     361       258  
(Increase) Decrease in Accrued Interest Receivable     (996 )     (131 )
Loss on Retirement of Premises and Equipment     74       152  
Decrease in Taxes Payable     (954 )     (808 )
Increase in Accrued Interest Payable     191       79  
Net Payment of Federal/State Income Taxes     (850 )     (2,355 )
Other, Net     502       4,284  
NET CASH PROVIDED BY OPERATING ACTIVITIES     7,024       9,406  
                 
INVESTING ACTIVITIES                
Investment Securities Available for Sale:                
Proceeds From Principal Repayments and Maturities     11,624       11,683  
Purchases of Securities     (1,069 )     (32,346 )
Proceeds from Sales of Securities     80,314       11,643  
Net Increase in Loans     (63,176 )     (23,413 )
Purchase of Premises and Equipment     (4,529 )     (3,444 )
Proceeds From a Claim on Bank-Owned Life Insurance     950       -  
Proceeds From Sales of Other Real Estate Owned and Repossessed Assets     214       357  
Decrease (Increase) in Restricted Equity Securities     389       (47 )
Net Cash Received from Acquisition     20,632       -  
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES     45,349       (35,567 )
                 
FINANCING ACTIVITIES                
Net (Decrease) Increase in Deposits     7,927       64,156  
Net Decrease in Short-Term Borrowings     (28,056 )     (2,365 )
Principal Payments on Other Borrowed Funds     (3,541 )     (3,500 )
Cash Dividends Paid     (3,283 )     (2,698 )
Treasury Stock, Purchases at Cost     (298 )     24  
Exercise of Stock Options     213       7  
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES     (27,038 )     55,624  
                 
INCREASE IN CASH AND CASH EQUIVALENTS     25,335       29,463  
CASH AND DUE FROM BANKS AT BEGINNING OF YEAR     20,622       14,282  
CASH AND DUE FROM BANKS AT END OF PERIOD   $ 45,957     $ 43,745  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:                
Cash paid for:                
Interest on deposits and borrowings (including interest credited to deposit accounts of $3,372 and $2,050, respectively)    $ 4,019    $ 2,390  
Income taxes     850       2,355  
                 
Real estate acquired in settlement of loans     46       169  
Non-cash transaction related to FWVB acquisition     41,527       -  

 

The accompanying notes are an integral part of these consolidated financial statement 

 

4

 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1. Summary of Significant Accounting Policies

 

Principles of Consolidation and Basis of Presentation

 

The accompanying consolidated financial statements include the accounts of CB Financial Services, Inc. (“CB Financial”) and its wholly owned subsidiary, Community Bank (the “Bank”), and the Bank’s wholly-owned subsidiary, Exchange Underwriters, Inc. (“Exchange Underwriters” or “EU”). CB Financial and the Bank are collectively referred to as the “Company”. All intercompany transactions and balances have been eliminated in consolidation.

 

The accompanying unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading in any material respect. In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and income and expenses during the reporting period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to determination of the allowance for losses on loans, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, evaluation of securities for other-than-temporary impairment including related cash flow projections, goodwill and intangible assets impairment, and the valuation of deferred tax assets.

 

In the opinion of management, the accompanying unaudited interim financial statements include all adjustments considered necessary for a fair presentation of the Company’s financial position and results of operations at the dates and for the periods presented. All of these adjustments are of a normal, recurring nature, and they are the only adjustments included in the accompanying unaudited interim financial statements. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Interim results are not necessarily indicative of results for a full year.

 

On August 1, 2018, the Bank’s insurance subsidiary, Exchange Underwriters, acquired certain assets from Beynon Insurance (Beynon), headquartered in Pittsburgh, Pennsylvania for approximately $1.8 million. Acquired assets consist primarily of a customer list and certain non-compete consulting contracts. The acquired customer list was recorded on the Company’s balance sheet as an intangible asset included within the “accrued interest and other assets” and expected to be amortized over the average life of the customer list in accordance with U.S. GAAP. Our analysis of the estimated average life for this customer list is approximately 9.5 years and non-compete consulting contract over 6 years. The fair value estimates for the Beynon acquisition are preliminary as the final valuations and/or appraisals are completed. The Company expects to finalize the purchase price allocation of Beynon in the fourth quarter of 2018.

 

The Company evaluated subsequent events through the date the consolidated financial statements were filed with the SEC and incorporated into the consolidated financial statements the effect of all material known events determined by ASC Topic 855, Subsequent Events , to be recognizable events.

 

Nature of Operations

 

The Company derives substantially all its income from banking and bank-related services which include interest earnings on commercial, commercial mortgage, residential real estate and consumer loan financing, as well as interest earnings on investment securities and fees generated from deposit services to its customers. The Company provides banking services through its subsidiary, Community Bank; a Pennsylvania-chartered commercial bank headquartered in Carmichaels, Pennsylvania. The Bank operates from sixteen offices in Greene, Allegheny, Washington, Fayette and Westmoreland Counties in southwestern Pennsylvania, seven offices in Brooke, Marshall, Ohio, Upshur and Wetzel Counties in West Virginia, and one office in Belmont County in Ohio. The Bank is a community-oriented institution offering residential and commercial real estate loans, commercial and industrial loans, and consumer loans as well as a variety of deposit products for individuals and businesses in its market area. Property and casualty, commercial liability, surety and other insurance products are offered through Exchange Underwriters, the Bank’s wholly-owned subsidiary that is a full-service, independent insurance agency.

 

Acquired Loans

 

Loans that were acquired in previous mergers, were recorded at fair value with no carryover of the related allowance for credit losses. The fair value of the acquired loans was estimated by management with the assistance of a third party valuation specialist.

 

For performing loans acquired in a merger, the excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable discount and is recognized into interest income over the remaining life of the loan. For purchased credit impaired (“PCI”) loans acquired in the merger, the difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the nonaccretable discount. The nonaccretable discount represents estimated future credit losses expected to be incurred over the life of the loan. Subsequent decreases to the expected cash flows require an evaluation to determine the need for an allowance for loan losses. Subsequent improvements in expected cash flows result in the reversal of a corresponding amount of the nonaccretable discount which is then reclassified as accretable discount that is recognized into interest income over the remaining life of the loan using the interest method. The evaluation of the amount of future cash flows that is expected to be collected is performed in a similar manner as that used to determine our allowance for credit losses. Charge-offs of the principal amount on acquired loans would be first applied to the nonaccretable discount portion of the fair value adjustment.

 

 

5

 

 

Income Taxes

 

The income tax decrease was primarily due to the enactment of the Tax Cuts and Jobs Act reducing the Federal corporate tax rate from 34% to 21% effective January 1, 2018, and tax-exempt bank-owned life insurance proceeds which was a discrete item and reduced the expected 2018 effective tax rate of 18.9% to 17.4% at September 30, 2018, compared to 29.6% at September 30, 2017.

 

Recognition of a Prior Period Error

 

In April 2018, the Company discovered an error with the collateral position on a commercial and industrial classified loan relationship that had occurred in April 2017. This error resulted in the loss of the Company’s first lien position, leaving the loan with insufficient collateral. The Company corrected the error by recording a specific reserve and recognizing an additional $300,000 (pre-tax) of provision for loan losses for the quarter-ended March 31, 2018. There was no financial statement impact for the three months ended September 30, 2018. The impact of the correction of the error resulted in a decrease of $300,000 in income before income taxes, a decrease of $63,000 in income taxes, and a decrease of $237,000 (after-tax) in net income ($0.05 earnings per share) for the nine months ended September 30, 2018.

 

As a result of this error, the Company’s 2017 results were overstated by $237,000 and the Company’s March 31, 2018 quarterly and nine months ended September 30, 2018 results were understated by the same amount. Management of the Company concluded the effect of the error was immaterial to the Company’s 2017 results as well as estimated annual results for 2018.

 

Reclassifications

 

Certain comparative amounts for the prior year have been reclassified to conform to the current year presentation. Such reclassifications did not affect net income or stockholders’ equity.

 

Recent Accounting Standards

 

In January 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-01, Leases (Topic 842), Land Easement Practical Expedient for Transition to Topic 842. ASU 2018-01 is intended to be effective with ASU 2016-02, as amended. The amendments in ASU 2018-01 are as follows: provide an optional transition practical expedient for the adoption of ASU 2016-02 that, if elected, would not require an organization to reconsider their accounting for existing land easements that are not currently accounted for under the old lease standards; and clarify that new or modified land easements should be evaluated under ASU 2016-02, once an entity has adopted the new standard. ASU 2016-02 will require lessees to recognize a right-of-use (ROU) asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation for leases with terms of more than twelve months. Both the ROU asset and lease liability will initially be measured at the present value of the future minimum lease payments over the lease term. Subsequent measurement, including the presentation of expenses and cash flows, will depend on the classification of the lease as either a finance or an operating lease. Accounting by lessors will remain largely unchanged from current U.S. GAAP. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted, and is to be applied as of the beginning of the earliest period presented using a modified retrospective approach. The Company is currently evaluating the provisions of ASU 2016-02, but expects to report increased assets and liabilities as a result of reporting additional leases on the Company's consolidated financial condition or results of operations.

 

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 amendments simplify the accounting for certain financial instruments with down round features. The amendments require companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. Companies that provide earnings per share (EPS) data will adjust their basic EPS calculation for the effect of the feature when triggered and will also recognize the effect of the trigger within equity. ASU 2017-11 is effective for public business entities that are SEC filers for annual periods beginning after December 15, 2018, and interim periods within those annual periods, for public entities that are not SEC filers for annual periods beginning after December 15, 2019 and for all other entities for annual periods beginning after December 15, 2020 with early adoption permitted. The Company is evaluating the provisions of ASU 2017-11 but believes that its adoption will not have a material impact on the Company's consolidated financial condition or results of operations.

 

 

6

 

 

In May 2017, the FASB issued ASU 2017-10, Service Concession Arrangements (Topic 853): Determining the Customer of the Operation Services. ASU 2017-10 amendments clarify that the grantor in a service concession arrangement is the customer of the operation services in all cases for those arrangements. ASU 2017-10 is effective for public business entities that are SEC filers for annual periods beginning after December 15, 2017, and interim periods within those annual periods, for public entities that are not SEC filers for annual periods beginning after December 15, 2018 and for all other entities for annual periods beginning after December 15, 2019 with early adoption permitted, including within an interim period, subject to specific transition requirements depending on whether an entity adopted Topic 606 before or after the issuance of ASU 2017-10. The Company adopted the provisions of ASU 2017-10 as of January 1, 2018, and its adoption did not have a material impact on the Company's consolidated financial condition or results of operations.

 

In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09 amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under ASU Topic 718. ASU 2017-09 is effective for all entities for annual periods, including interim periods within those annual periods beginning after December 15, 2017 with early adoption permitted. The Company adopted the provisions of ASU 2017-09 as of January 1, 2018, and its adoption did not have a material impact on the Company's consolidated financial condition or results of operations.

 

In March 2017, the FASB issued ASU 2017-08, Receivables- Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchases of Callable Debt Securities. ASU 2017-08 amends guidance on the amortization period of premiums on certain purchases of callable debt securities. The amendments shorten the amortization period of premiums on certain purchases of callable debt securities to the earliest call date. ASU 2017-08 is effective for public business entities that are SEC filers for annual periods beginning after December 15, 2018, and interim periods within those annual periods, for public entities that are not SEC filers for annual periods beginning after December 15, 2019 and for all other entities for annual periods beginning after December 15, 2020 with early adoption permitted. The Company is evaluating the provisions of ASU 2017-08 but believes that its adoption will not have a material impact on the Company's consolidated financial condition or results of operations.

 

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . ASU 2017-04 simplifies the accounting for goodwill impairments by eliminating the second step of the goodwill impairment test. Instead, an entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. ASU 2017-04 is effective for public business entities that are SEC filers for annual periods beginning after December 15, 2019, and interim periods within those annual periods, with early adoption permitted, and is to be applied on a prospective basis. The Company is currently evaluating the provisions of ASU 2017-04, but does not believe that its adoption will have a material impact on the Company's consolidated financial condition or results of operations.

 

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flow (Topic 230): Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 addresses the following eight specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted and the amendments should be applied using a retrospective transition method to each period presented.  The Company adopted the provisions of ASU 2016-15 as of January 1, 2018, and the adoption did not have a material impact on the Company's consolidated financial condition or results of operations.

 

In September 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, ASU 2016-13 eliminates the probable initial recognition threshold in current GAAP; and instead requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available for sale debt securities, credit losses should be measured in a manner similar to current GAAP, however this ASU will require that credit losses be presented as an allowance rather than as a write-down. ASU 2016-13 affects companies holding financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU 2016-13 amendments affect loans, debt securities, trade receivables, net investments in leases, off balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the provisions of ASU 2016-13, but does not believe that its adoption will have a material impact on the Company's consolidated financial condition or results of operations.

 

 

7

 

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which increases the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet, and disclosing key information about leasing arrangements. ASU 2016-02 will require lessees to recognize a right-of-use (ROU) asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation for leases with terms of more than twelve months. Both the ROU asset and lease liability will initially be measured at the present value of the future minimum lease payments over the lease term. Subsequent measurement, including the presentation of expenses and cash flows, will depend on the classification of the lease as either a finance or an operating lease. Accounting by lessors will remain largely unchanged from current U.S. GAAP. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted, and is to be applied as of the beginning of the earliest period presented using a modified retrospective approach. The Company is currently evaluating the provisions of ASU 2016-02, but expects to report increased assets and liabilities as a result of reporting additional leases on the Company's consolidated statement of financial condition or results of operations.

 

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10) , which enhances the reporting model for financial instruments regarding certain aspects of recognition, measurement, presentation, and disclosure. ASU 2016-01 (i) requires equity investments (except those accounted for under the equity method or that are consolidated) to be measured at fair value with changes in fair value recognized in net income; (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (iii) eliminates the requirement for an entity to disclose the methods and significant assumptions used to estimate the fair value of financial instruments measured at amortized cost; (iv) requires an entity to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; and (v) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or in the accompanying notes to the financial statements. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and is to be applied using a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The Company adopted the provisions of ASU 2016-01 effective in the first quarter of 2018. Its adoption did not have a material impact on the Company's consolidated financial condition or results of operations. As of January 1, 2018, there was a one-time $40,000 cumulative fair value adjustment that was reclassified within the September 30, 2018, Statement of Stockholders’ Equity. The fair value adjustments recognized for equity securities were gains of $35,000 and $54,000 for the three and nine months ended September 30, 2018, respectively. This fair value adjustment will fluctuate between reporting periods and is based on market conditions.

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which establishes a comprehensive revenue recognition standard for virtually all industries under GAAP, including those that previously followed industry-specific guidance, such as the real estate, construction and software industries. ASU 2014-09 specifies that an entity shall recognize revenue when, or as, the entity satisfies a performance obligation by transferring a promised good or service (i.e., an asset) to a customer. An asset is transferred when, or as, the customer obtains control of the asset. Entities are required to disclose qualitative and quantitative information on the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance is effective for the Company’s financial statements beginning January 1, 2018.

 

On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, “ASC 606”), which (i) creates a single framework for recognizing a gain (loss) from the transfer of nonfinancial assets, such as OREO. The Company adopted the ASC 2014-09 using the modified retrospective approach. The majority of the Company’s revenues are derived from interest income and other sources, including loans, leases, securities and derivatives that are outside the scope of ASC 606. The Company’s services that fall within the scope of ASC 606 are presented within non-interest income and non-interest expense, and are recognized as revenue as the Company satisfies its obligation to the customer. Services within the scope of ASC 606 include services fees on deposits accounts, interchange income, insurance commissions, other commissions, and the sale of OREO. Refer to Note 4 – Revenue Recognition from Contracts with Customers for further discussion on the Company’s accounting policies for revenue sources within the scope of ASC 606.

 

 

8

 

 

Note 2. Merger

 

On November 16, 2017, the Company entered into a definitive merger agreement with First West Virginia Bancorp, Inc. (“FWVB”), the holding company for Progressive Bank, N.A. (“PB”), a national association. The FWVB merger was completed effective April 30, 2018, following the receipt of shareholder and regulatory approvals and the satisfaction of other customary closing conditions. In addition, effective April 30, 2018, PB merged into the Bank. The FWVB merger enhanced the Bank’s exposure into the core of the PA-WV-OH Tri-State region. Through the FWVB merger, the Company anticipates future revenue and earnings growth from an expanded menu of financial services expanding the Company’s business footprint into the Ohio Valley. The FWVB merger resulted in the addition of eight branches and expanded the Company’s reach into West Virginia with seven branches and one branch in Eastern Ohio. The FWVB merger value was approximately $51.3 million. In connection with the FWVB merger, the Company issued 1,317,647 shares of common stock based on the Company’s closing stock price on April 30, 2018, of $31.9068, and paid cash consideration of $9.8 million in exchange for all the outstanding shares of FWVB common stock.

 

Merger-related expenses are recorded in the Consolidated Statement of Income and include costs relating to the Company’s acquisition of FWVB, as described above.  These charges represent one-time costs associated with acquisition activities and do not represent ongoing costs of the fully integrated combined organization.  Accounting guidance requires that acquisition-related transactional and restructuring costs incurred by the Company be charged to expense as incurred. There were approximately $1.3 million of cumulative merger-related expenses, of which $61,000 and $854,000, were recorded in the Consolidated Statement of Income for the three and nine months ended September 30, 2018, respectively.

 

As of the date of merger, FWVB had approximately $334.0 million of assets, $96.8 million of loans, and $282.9 million of deposits held across a network of 8 branches located in West Virginia and eastern Ohio.  The Company stockholders and FWVB stockholders now own approximately 76% and 24% of the combined company, respectively.

 

The FWVB merger was accounted for as an acquisition in accordance with the acquisition method of accounting as detailed in Accounting Standards Codification ("ASC") 805, Business Combinations . The acquisition method of accounting requires an acquirer to recognize the assets acquired and the liabilities assumed based on their fair values as of the date of acquisition. This process is heavily reliant on measuring and estimating the fair values of all the assets and liabilities of the acquired entity. To the extent we did not have the requisite expertise to determine the fair values of the assets acquired and liabilities assumed, we engaged third-party valuation specialists to assist us in determining such values. The preliminary results of the fair value evaluation generated goodwill and intangible assets. Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual obligations or other legal rights.

 

The assets acquired and liabilities assumed of FWVB were recorded on the Company’s Consolidated Statement of Financial Condition at their estimated fair values as of April 30, 2018. Due to the timing of the acquisition relative to the end of the reporting period, the fair values for certain assets and liabilities acquired from FWVB on April 30, 2018, represented preliminary estimates previously reported as of June 30, 2018. Since then, the Company received additional information and adjusted previously estimated fair values associated with the acquisition. These adjustments were primarily related to property and equipment based on updated appraisals, core deposit intangible and deferred taxes.

 

The fair value estimates for loans, deferred taxes and other liabilities have continued to fluctuate as the final valuations and/or appraisals are completed. The Company expects to finalize the purchase price accounts of FWVB within one year of the date of acquisition.

 

None of the goodwill is deductible for income tax purposes, as the acquisition is accounted for as a tax-free exchange for tax purposes.

 

 

9

 

 

The fair value of the assets acquired and liabilities assumed in the FWVB merger were as follows (dollars in thousands):

 

Consideration Paid:    
Cash Paid for Redemption of FWVB Common Stock   $ 9,801  
CB Financial Common Stock Issued in Exchange for FWVB Common Stock     41,527  
Total Consideration Paid     51,328  
         
Assets Acquired:        
Cash and Cash Equivalents     30,433  
Net Loans     95,456  
Investment Securities     187,628  
Premises and Equipment     3,712  
Bank Owned Life Insurance     4,212  
Core Deposit Intangible     9,127  
Deferred Tax Assets     2,497  
Other Assets     3,030  
Total Assets Acquired     336,095  
         
Liabilities Assumed:        
Deposits     281,620  
Borrowings     22,329  
Other Liabilities     2,935  
Total Liabilities Assumed     306,884  
Total Identifiable Net Assets     29,211  
Goodwill Recognized   $ 22,117  

 

As part of the FWVB merger, the Company identified employees from FWVB who would be retained and estimated a severance cost of $100,000 if those employees were terminated without cause within the first year of the merger.

 

The operating results of FWVB have been included in the Company’s Consolidated Statement of Income since the April 30, 2018, acquisition date. Total income of the acquired operations of FWVB consisted of net interest income of approximately $4.6 million, noninterest income of approximately $388,000, noninterest expense of approximately $3.8 million and net income of approximately $961,000 from May 1, 2018 through September 30, 2018.

 

The following unaudited combined pro forma information presents the operating results for the nine months ended September 30, 2018, and year ended December 31, 2017, as if the FWVB acquisition had occurred on January 1, 2017. The pro forma results have been prepared for comparative purposes only and require significant estimates and judgments. As a result, they are not necessarily indicative of the results that would have been obtained had the FWVB merger actually occurred on January 1, 2017 nor are they intended to be indicative of future results of operations (dollars in thousands, except per share data).

 

      Nine Months Ended
September 30, 2018
      Year Ended
December 31, 2017
 
Net Interest Income   $ 30,631     $ 37,944  
Noninterest Income     6,609       8,779  
Noninterest Expense     30,362       33,733  
Net Income     5,365       8,444  
                 
Earnings Per Share:                
Basic   $ 1.11     $ 1.75  
Diluted     1.10       1.73  

 

 

10

 

 

Note 3. Earnings Per Share

 

There are no convertible securities which would affect the numerator in calculating basic and diluted earnings per share; therefore, net income as presented on the Consolidated Statement of Income is used as the numerator.

 

The following table sets forth the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computation.

 

    Three Months Ended
September 30,
  Nine Months Ended
September 30,
    2018   2017   2018   2017
Weighted-Average Common Shares Outstanding     5,680,993       4,363,346       5,101,808       4,363,346  
Average Treasury Stock Shares     (266,694 )     (275,321 )     (266,860 )     (275,563 )
Weighted-Average Common Shares and Common Stock                                
Equivalents Used to Calculate Basic Earnings Per Share     5,414,299       4,088,025       4,834,948       4,087,783  
Additional Common Stock Equivalents (Stock Options and Restricted Stock) Used to Calculate Diluted Earnings Per Share     62,493       20,698       54,605       16,374  
Weighted-Average Common Shares and Common Stock                                
Equivalents Used to Calculate Diluted Earnings Per Share     5,476,792       4,108,723       4,889,553       4,104,157  
                                 
Earnings per share:                                
Basic   $ 0.42     $ 0.50     $ 0.96     $ 1.36  
Diluted     0.42       0.50       0.95       1.36  

 

Note 4. Revenue Recognition from Contracts with Customers

 

The Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606 while prior periods amounts continue to be reported in accordance with legacy GAAP. The adoption of ASC 606 resulted in a change in recognition of revenue for insurance commissions. There were no changes in the accounting for all other in-scope revenue streams.

 

The Company generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying Topic 606 that significantly affects the determination of the amount and timing of revenue from contracts with customers.

 

 

11

 

The following table below presents ASC 606 in-scope revenue streams and the impact of the accounting standard at the date indicted:

 

    (Dollars in thousands)
    Three Months Ended
September 30, 2018
  Nine Months Ended
September 30, 2018
    As reported   Under Legacy
GAAP
  Impact of
ASC 606
  As reported   Under Legacy
GAAP
  Impact of
ASC 606
NONINTEREST INCOME                        
Service Fees on Deposit Accounts   $ 866     $ 866     $ -     $ 2,176     $ 2,176     $ -  
Insurance Commissions     920       894       26       2,731       2,629       102  
Other Commissions     127       127       -       823       823       -  
Other     16       16       -       80       80       -  
Total     1,929       1,903       26       5,810       5,708       102  
                                                 
NONINTEREST EXPENSE                                                
Other Real Estate Owned Expense     49       49       -       37       37       -  
Total     49       49       -       37       37       -  
                                                 
Net Impact     1,978       1,952       26       5,847       5,745       102  
                                                 
Income Tax Expense   $ 415     $ 410     $ 5     $ 1,228     $ 1,206     $ 21  
                                                 
Net Income   $ 2,292     $ 2,271     $ 21     $ 4,622     $ 4,541     $ 81  
                                                 
Basic earnings per share   $ 0.42     $ 0.42     $ 0.00     $ 0.96     $ 0.94     $ 0.02  
Diluted earnings per share   $ 0.42     $ 0.41     $ 0.01     $ 0.95     $ 0.93     $ 0.02  

 

All of the Company’s revenue from contracts with customers in the scope of ASC 606 is recognized within Non-Interest Income with the exception of Other Real Estate Owned Expense (Income), which is accounted for in Non-Interest Expense. The following table presents the Company’s sources of Non-Interest Income and Expense as of the date indicated:

 

    (Dollars in thousands)
    Three Months Ended
September 30, 2018
  Nine Months Ended
September 30, 2018
         
NONINTEREST INCOME        
Service Fees on Deposit Accounts (a)   $ 866     $ 2,176  
Insurance Commissions     920       2,731  
Other Commissions (c)     127       823  
Net Gains on Sales of Loans (b)     52       106  
Net Gains on Sales of Investments (b)     -       -  
Fair Value of Equity Securities (b)     35       54  
Net Gains on Purchased Tax Credits (b)     11       33  
Net Loss on Disposal of Fixed Assets (b)     (74 )     (74 )
Income from Bank-Owned Life Insurance (b)     135       370  
Other (b)     16       80  
Total non-interest income     2,088       6,299  
                 
NONINTEREST EXPENSE                
Other Real Estate Owned Expense     49       37  
Total non-interest expense     49       37  
                 
Net non-interest income   $ 2,039     $ 6,262  

 

(a) Interchange fees and ATM fees are included within this line item.

(b) Not within the scope of ASC 606.

(c) The Other Commissions category includes wealth management referral fees, check sales and safety deposit box rentals totaling $127,000 and $336,000 for the three and nine months ended September 30, 2018, which is in the scope of ASC 606; the remaining balance of $487,000 for the nine months ended September 30, 2018, mainly represents income derived from an assumable rate conversion (“ARC”) loan referral fee and a bank-owned life insurance policy claim for the nine months ended September 30, 2018, which are outside the scope of ASC 606. The following narrative describes the Company’s revenue streams accounted for under the guidance of ASC 606 as follows:

 

 

12

 

Service Fees on Deposit Accounts : The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees include services fees for ATM uses, stop payment charges, statement production, ACH and wire fees, which are recognized into income at the occurrence of an executed transaction and the point in time the Company fulfills the customer’s request. Account maintenance fees, which are primarily based on monthly maintenance activities, are earned over the course of the month, and satisfy the Company’s performance obligation. Overdraft fees are recognized as the overdrafts on customer’s accounts are incurred. The services fees on deposit accounts are automatically withdrawn from the customer’s accounts balance per their account agreement with the Company.

 

Interchange Fees : The Company earns interchange fees from debit/credit cardholder transactions conducted through the MasterCard network for our debit cards and through the Visa network for our credit cards. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. The Company currently does not offer a cardholder rewards program.

 

Insurance Commissions : The Company’s insurance subsidiary, Exchange Underwriters, derives commission and fee income from direct and agency bill insurance policies. Direct bill policies are invoiced directly from the insurance company provider to the customer, once the customer remits payment for the policy, the insurance company provider then remits the commission or fee income to EU on a monthly basis. Agency bill policies are invoiced from EU, the insurance underwriting agency, to the customer. EU records the insurance company policy payable and the commission or fee income earned on the policy. As all insurance policies are contracts with customers, each policy has different terms and conditions.

 

EU utilizes a report from their core insurance data processing program, The Agency Manager, otherwise known as “TAM”. The report from TAM captures all in force policies that are active in the system and annualizes the commission over the life of each individual contract. The report then provides an overall commission and fee income total for the monthly reporting financial statement period. This income is then compared to the amount of direct and agency bill income recorded in TAM for the reporting month and an adjustment to income is made according to the report and this is the income recognized for the portion of the insurance contract that has been earned by EU and subsequently the Company.

 

Other Commissions : The Company earns other commissions, such as, wealth management referral fees, check sales and safety deposit box rentals to customers. The wealth management referral fees are earned as a referral of a bank customer initiates a customer relationship with an associated wealth management firm. These fees fulfill the contract/agreement between the Company and the wealth management firm. Check sales are recognized as customers contact the Company for check supplies or the customer initiates the check order through the Company website to our third party check company. These commissions are recognized as the third party check company satisfies the contract of providing check stock to our customers. Safety deposit box rental income is recognized on a monthly basis, per each contract agreement with our customers. The safety deposit box income is automatically withdrawn from the customer’s deposit account on a monthly basis as this revenue is earned by the contract.

 

Gains/Losses on Sales of OREO : The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. It is not common policy that the Company will finance an OREO property with the buyer. It is the Company’s belief that once loan collateral has been recognized as an OREO property, it needs to be sold to free the Company of any additional possible loss exposure.

 

 

 

13

 

 

Note 5. Investment Securities

 

The following table presents the amortized cost and fair value of investment securities available-for-sale at the dates indicated:

 

    (Dollars in thousands)
    September 30, 2018
    Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Fair
Value
                 
U.S. Government Agencies   $ 82,487     $ 4     $ (3,286 )   $ 79,205  
Obligations of States and Political Subdivisions     46,048       68       (943 )     45,173  
Mortgage-Backed Securities - Government-Sponsored Enterprises     90,939       35       (1,066 )     89,908  
Equity Securities - Mutual Funds     1,000       -       (41 )     959  
Equity Securities - Other     1,470       142       (27 )     1,585  
Total   $ 221,944     $ 249     $ (5,363 )   $ 216,830  

 

    December 31, 2017
    Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Fair
Value
                 
U.S. Government Agencies   $ 67,603     $ -     $ (1,715 )   $ 65,888  
Obligations of States and Political Subdivisions     38,867       255       (134 )     38,988  
Mortgage-Backed Securities - Government-Sponsored Enterprises     17,123       -       (145 )     16,978  
Equity Securities - Mutual Funds     500       3       -       503  
Equity Securities - Other     1,188       52       (14 )     1,226  
Total   $ 125,281     $ 310     $ (2,008 )   $ 123,583  

 

The following tables show the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at the dates indicated:

 

    (Dollars in thousands)
    September 30, 2018
    Less than 12 months   12 Months or Greater   Total
      Number
of
Securities
      Fair
Value
      Gross
Unrealized
Losses
      Number
of
Securities
      Fair
Value
      Gross
Unrealized
Losses
      Number
of
Securities
      Fair
Value
      Gross
Unrealized
Losses
 
U.S. Government Agencies     7     $ 18,746     $ (375 )     21     $ 56,639     $ (2,911 )     28     $ 75,385     $ (3,286 )
Obligations of States and Political Subdivisions   57   26,595   (646 )   15   7,543   (297 )   72   34,138   (943 )
Mortgage-Backed Securities - Government Sponsored Enterprises   40 78,046     (777 ) 4   7,578   (289 )   44   85,624   (1,066 )
Equity Securities - Mutual Fund     2       959       (41 )     -       -       -       2       959       (41 )
Equity Securities - Other     5       500       (22 )     1       55       (5 )     6       555       (27 )
Total     111     $ 124,846     $ (1,861 )     41     $ 71,815     $ (3,502 )     152     $ 196,661     $ (5,363 )

 

 

14

 

    December 31, 2017
    Less than 12 months   12 Months or Greater   Total
      Number
of
Securities
      Fair
Value
      Gross
Unrealized
Losses
      Number
of
Securities
      Fair
Value
      Gross
Unrealized
Losses
      Number
of
Securities
      Fair
Value
      Gross
Unrealized
Losses
 
U.S. Government Agencies     7     $ 23,805     $ (223 )     16     $ 42,083     $ (1,492 )     23     $ 65,888     $ (1,715 )
Obligations of States and Political Subdivisions   20     10,061     (47 )   9   4,397 (87 )   29   14,458     (134 )
Mortgage-Backed Securities - Government Sponsored Enterprises  
 
 
 
 
9
 
 
 
 
 
 
 
16,978
 
 
 
 
 
 
 
(145
 
)
 
 
 
 
 
-
 
 
 
 
 
 
 
-
 
 
 
 
 
 
 
-
 
 
 
 
 
 
 
9
 
 
 
 
 
 
 
16,978
 
 
 
 
 
 
 
(145
 
)
Equity Securities - Other     5       458       (7 )     1       53       (7 )     6       511       (14 )
Total     41     $ 51,302     $ (422 )     26     $ 46,533     $ (1,586 )     67     $ 97,835     $ (2,008 )

 

For debt securities, the Company does not believe that any individual unrealized loss as of September 30, 2018 or December 31, 2017 represents an other-than-temporary impairment. The Company performs a review of the entire securities portfolio on a quarterly basis to identify securities that may indicate an other-than-temporary impairment. The Company’s management considers the length of time and the extent to which the fair value has been less than cost, and the financial condition of the issuer. The securities that are temporarily impaired at September 30, 2018 and December 31, 2017 relate principally to changes in interest rates subsequent to the acquisition of the specific securities. The Company does not intend to sell or it is not more likely than not that it will be required to sell any of the securities in an unrealized loss position before recovery of its amortized cost or maturity of the security.

 

The following table presents the scheduled maturities of investment securities as of the date indicated:

 

    (Dollars in thousands)
    September 30, 2018
    Available-for-Sale
      Amortized
Cost
      Fair
Value
 
Due in One Year or Less   $ 2,539     $ 2,574  
Due after One Year through Five Years     56,528       54,578  
Due after Five Years through Ten Years     68,447       66,414  
Due after Ten Years     94,430       93,264  
Total   $ 221,944     $ 216,830  

 

Equity Securities – Mutual Funds and Equity Securities – Other do not have a scheduled maturity date, but have been included in the Due After Ten Years category.

 

 

 

 

 

 

15

 

 

Note 6. Loans and Related Allowance for Loan Loss

 

The Company’s loan portfolio is made up of four classifications: real estate loans, commercial and industrial loans, consumer loans and other loans. These segments are further segregated between loans accounted for under the amortized cost method (“Originated Loans”) and acquired loans that were originally recorded at fair value with no carryover of the related pre-merger allowance for loan losses (“Loans Acquired at Fair Value”). The following table presents the classifications of loans as of the dates indicated.

 

    (Dollars in thousands)
    September 30, 2018   December 31, 2017
    Amount   Percent   Amount   Percent
Originated Loans                
Real Estate:                
Residential   $ 224,248       32.0 %   $ 200,486       32.6 %
Commercial     220,341       31.5       160,235       26.1  
Construction     41,006       5.9       36,149       5.9  
Commercial and Industrial     87,674       12.5       100,294       16.3  
Consumer     115,744       16.5       114,358       18.6  
Other     11,536       1.6       3,376       0.5  
Total Originated Loans     700,549       100.0 %     614,898       100.0 %
Allowance for Loan Losses     (8,672 )             (8,215 )        
Loans, Net   $ 691,877             $ 606,683          
                                 
Loans Acquired at Fair Value                                
Real Estate:                                
Residential   $ 95,116       47.4 %   $ 72,952       56.3 %
Commercial     78,001       38.9       48,802       37.7  
Construction     3,402       1.7       -       0.0  
Commercial and Industrial     16,267       8.1       7,541       5.8  
Consumer     2,756       1.4       199       0.2  
Other     5,057       2.5       -       0.0  
Total Loans Acquired at Fair Value     200,599       100.0 %     129,494       100.0 %
Allowance for Loan Losses     (613 )             (581 )        
Loans, Net   $ 199,986             $ 128,913          
                                 
Total Loans                                
Real Estate:                                
Residential   $ 319,364       35.4 %   $ 273,438       36.7 %
Commercial     298,342       33.1       209,037       28.1  
Construction     44,408       5.1       36,149       4.9  
Commercial and Industrial     103,941       11.5       107,835       14.5  
Consumer     118,500       13.1       114,557       15.4  
Other     16,593       1.8       3,376       0.4  
Total Loans     901,148       100.0 %     744,392       100.0 %
Allowance for Loan Losses     (9,285 )             (8,796 )        
Loans, Net   $ 891,863             $ 735,596          

 

Total unamortized net deferred loan fees were $1.0 million and $808,000 at September 30, 2018 and December 31, 2017, respectively.

 

Real estate loans serviced for others, which are not included in the Consolidated Statement of Financial Condition, totaled $98.9 million and $95.4 million at September 30, 2018 and December 31, 2017, respectively.

 

 

16

 

The following table presents loans summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard and Doubtful within the internal risk rating system as of the dates indicated. At September 30, 2018 and December 31, 2017, there were no loans in the criticized category of Loss within the internal risk rating system.

 

    (Dollars in thousands)
    September 30, 2018
      Pass       Special
Mention
      Substandard       Doubtful       Total  
Originated Loans                                        
Real Estate:                                        
Residential   $ 222,613     $ 1,092     $ 543     $ -     $ 224,248  
Commercial     208,197       10,059       2,085       -       220,341  
Construction     37,689       2,902       415       -       41,006  
Commercial and Industrial     76,858       8,409       1,565       842       87,674  
Consumer     115,694       -       50       -       115,744  
Other     11,536       -       -       -       11,536  
Total Originated Loans   $ 672,587     $ 22,462     $ 4,658     $ 842     $ 700,549  
                                         
Loans Acquired at Fair Value                                        
Real Estate:                                        
Residential   $ 93,439     $ 858     $ 819     $ -     $ 95,116  
Commercial     72,750       4,766       485       -       78,001  
Construction     3,402       -       -       -       3,402  
Commercial and Industrial     16,251       -       16       -       16,267  
Consumer     2,756       -       -       -       2,756  
Other     4,952       105       -       -       5,057  
Total Loans Acquired at Fair Value   $ 193,550     $ 5,729     $ 1,320     $ -     $ 200,599  
                                         
Total Loans                                        
Real Estate:                                        
Residential   $ 316,052     $ 1,950     $ 1,362     $ -     $ 319,364  
Commercial     280,947       14,825       2,570       -       298,342  
Construction     41,091       2,902       415       -       44,408  
Commercial and Industrial     93,109       8,409       1,581       842       103,941  
Consumer     118,450       -       50       -       118,500  
Other     16,488       105       -       -       16,593  
Total Loans   $ 866,137     $ 28,191     $ 5,978     $ 842     $ 901,148  

 

 

17

 

    December 31, 2017
      Pass       Special
Mention
      Substandard       Doubtful       Total  
Originated Loans                                        
Real Estate:                                        
Residential   $ 198,869     $ 1,031     $ 586     $ -     $ 200,486  
Commercial     143,824       13,161       2,716       534       160,235  
Construction     35,571       -       535       43       36,149  
Commercial and Industrial     84,910       11,460       2,589       1,335       100,294  
Consumer     114,287       -       71       -       114,358  
Other     3,376       -       -       -       3,376  
Total Originated Loans   $ 580,837     $ 25,652     $ 6,497     $ 1,912     $ 614,898  
                                         
Loans Acquired at Fair Value                                        
Real Estate:                                        
Residential   $ 71,176     $ -     $ 1,776     $ -     $ 72,952  
Commercial     43,297       5,004       501       -       48,802  
Commercial and Industrial     7,270       5       189       77       7,541  
Consumer     199       -       -       -       199  
Total Loans Acquired at Fair Value   $ 121,942     $ 5,009     $ 2,466     $ 77     $ 129,494  
                                         
Total Loans                                        
Real Estate:                                        
Residential   $ 270,045     $ 1,031     $ 2,362     $ -     $ 273,438  
Commercial     187,121       18,165       3,217       534       209,037  
Construction     35,571       -       535       43       36,149  
Commercial and Industrial     92,180       11,465       2,778       1,412       107,835  
Consumer     114,486       -       71       -       114,557  
Other     3,376       -       -       -       3,376  
Total Loans   $ 702,779     $ 30,661     $ 8,963     $ 1,989     $ 744,392  

 

 

 

 

 

18

 

The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of the dates indicated.

 

    (Dollars in thousands)
    September 30, 2018
      Loans
Current
      30-59
Days
Past Due
      60-89
Days
Past Due
      90 Days
Or More
Past Due
      Total
Past Due
      Non-
Accrual
      Total
Loans
 
Originated Loans                            
Real Estate:                            
Residential   $ 223,246     $ 229     $ -     $ 18     $ 247     $ 755     $ 224,248  
Commercial     220,290       51       -       -       51       -       220,341  
Construction     41,006       -       -       -       -       -       41,006  
Commercial and Industrial     85,607       880       94       41       1,015       1,052       87,674  
Consumer     115,694       -       -       -       -       50       115,744  
Other     11,536       -       -       -       -       -       11,536  
Total Originated Loans   $ 697,379     $ 1,160     $ 94     $ 59     $ 1,313     $ 1,857     $ 700,549  
                                                         
Loans Acquired at Fair Value                                                        
Real Estate:                                                        
Residential   $ 93,401     $ 141     $ 338     $ -     $ 479     $ 1,236     $ 95,116  
Commercial     75,347       1,655       80       -       1,735       919       78,001  
Construction     3,366       20       -       -       20       16       3,402  
Commercial and Industrial     16,264       3       -       -       3       -       16,267  
Consumer     2,592       -       164       -       164       -       2,756  
Other     5,057       -       -       -       -       -       5,057  
Total Loans Acquired at Fair Value   $ 196,027     $ 1,819     $ 582     $ -     $ 2,401     $ 2,171     $ 200,599  
                                                         
Total Loans                                                        
Real Estate:                                                        
Residential   $ 316,647     $ 370     $ 338     $ 18     $ 726     $ 1,991     $ 319,364  
Commercial     295,637       1,706       80       -       1,786       919       298,342  
Construction     44,372       20       -       -       20       16       44,408  
Commercial and Industrial     101,871       883       94       41       1,018       1,052       103,941  
Consumer     118,286       -       164       -       164       50       118,500  
Other     16,593       -       -       -       -       -       16,593  
Total Loans   $ 893,406     $ 2,979     $ 676     $ 59     $ 3,714     $ 4,028     $ 901,148  

 

 

19

 

    December 31, 2017
      Loans
Current
      30-59
Days
Past Due
      60-89
Days
Past Due
      90 Days
Or More
Past Due
      Total
Past Due
      Non-
Accrual
      Total
Loans
 
Originated Loans                            
Real Estate:                            
Residential   $ 198,564     $ 1,088     $ 310     $ -     $ 1,398     $ 524     $ 200,486  
Commercial     159,947       -       -       -       -       288       160,235  
Construction     36,106       -       -       -       -       43       36,149  
Commercial and Industrial     96,863       125       1,227       -       1,352       2,079       100,294  
Consumer     112,965       1,142       154       26       1,322       71       114,358  
Other     3,376       -       -       -       -       -       3,376  
Total Originated Loans   $ 607,821     $ 2,355     $ 1,691     $ 26     $ 4,072     $ 3,005     $ 614,898  
                                                         
Loans Acquired at Fair Value                                                        
Real Estate:                                                        
Residential   $ 71,333     $ 398     $ 180     $ 142     $ 720     $ 899     $ 72,952  
Commercial     48,802       -       -       -       -       -       48,802  
Commercial and Industrial     7,448       77       -       -       77       16       7,541  
Consumer     199       -       -       -       -       -       199  
Total Loans Acquired at Fair Value   $ 127,782     $ 475     $ 180     $ 142     $ 797     $ 915     $ 129,494  
                                                         
Total Loans                                                        
Real Estate:                                                        
Residential   $ 269,897     $ 1,486     $ 490     $ 142     $ 2,118     $ 1,423     $ 273,438  
Commercial     208,749       -       -       -       -       288       209,037  
Construction     36,106       -       -       -       -       43       36,149  
Commercial and Industrial     104,311       202       1,227       -       1,429       2,095       107,835  
Consumer     113,164       1,142       154       26       1,322       71       114,557  
Other     3,376       -       -       -       -       -       3,376  
Total Loans   $ 735,603     $ 2,830     $ 1,871     $ 168     $ 4,869     $ 3,920     $ 744,392  

 

 

20

 

The following table sets forth the amounts and categories of our nonperforming assets at the dates indicated. Included in nonperforming loans and assets are troubled debt restructurings (“TDRs”), which are loans whose contractual terms have been restructured in a manner which grants a concession to a borrower experiencing financial difficulties. Nonaccrual TDRs are included in their specific loan category in the nonaccrual loans section.

 

    (Dollars in Thousands)
    September 30, 
2018
  December 31, 
2017
Nonaccrual Loans:                
Originated Loans:                
Real Estate:                
Residential   $ 755     $ 524  
Commercial     -       288  
Construction     -       43  
Commercial and Industrial     1,052       2,079  
Consumer     50       71  
Total Originated Nonaccrual Loans     1,857       3,005  
                 
Loans Acquired at Fair Value:                
Real Estate:                
Residential     1,236       899  
Commercial     919       -  
Construction     16       -  
Commercial and Industrial     -       16  
Total Loans Acquired at Fair Value Nonaccrual Loans     2,171       915  
Total Nonaccrual Loans     4,028       3,920  
                 
Accruing Loans Past Due 90 Days or More:                
Originated Loans:                
Real Estate:                
Residential     18       -  
Commercial and Industrial     41       -  
Consumer     -       26  
Total Originated Accruing Loans 90 Days or More Past Due     59       26  
                 
Loans Acquired at Fair Value:                
Real Estate:                
Residential     -       142  
Total Loans Acquired at Fair Value Accruing Loans 90 Days or More Past Due     -       142  
Total Accruing Loans 90 Days or More Past Due     59       168  
Total Nonaccrual Loans and Accruing Loans 90 Days or More Past Due     4,087       4,088  
                 
Troubled Debt Restructurings, Accruing:                
Originated Loans:                
Real Estate - Residential     27       30  
Real Estate - Commercial     994       1,271  
Commercial and Industrial     165       5  
Other     -       1  
Total Originated Loans     1,186       1,307  
Loans Acquired at Fair Value:                
Real Estate - Residential     1,224       1,257  
Real Estate - Commercial     332       426  
Commercial and Industrial     -       173  
Total Loans Acquired at Fair Value     1,556       1,856  
Total Troubled Debt Restructurings, Accruing     2,742       3,163  
                 
Total Nonperforming Loans     6,829       7,251  
                 
Real Estate Owned:                
Residential     46       152  
Commercial     871       174  
Total Real Estate Owned     917       326  
                 
Total Nonperforming Assets   $ 7,746     $ 7,577  
                 
Nonperforming Loans to Total Loans     0.76 %     0.97 %
Nonperforming Assets to Total Assets     0.62       0.81  

 

 

21

 

The recorded investment of residential real estate loans for which formal foreclosure proceedings were in process according to applicable requirements of the local jurisdiction was $805,000 and $1.5 million at September 30, 2018 and December 31, 2017, respectively.

 

TDRs typically are the result of our loss mitigation activities whereby concessions are granted to minimize loss and avoid foreclosure or repossession of collateral. The concessions granted for the TDRs in the portfolio primarily consist of, but are not limited to, modification of payment or other terms, temporary rate modification and extension of maturity date. Loans classified as TDRs consisted of 13 loans totaling $3.7 million and 16 loans totaling $4.5 million at September 30, 2018 and December 31, 2017, respectively. Originated loans classified as TDRs consisted of six loans totaling $2.1 million and eight loans totaling $2.6 million at September 30, 2018 and December 31, 2017, respectively. Loans acquired at fair value classified as TDRs consisted of seven loans totaling $1.6 million and eight loans totaling $1.9 million at September 30, 2018 and December 31, 2017, respectively.

 

During the three months ended September 30, 2018, one originated commercial real estate TDR loan paid off.

 

During the nine months ended September 30, 2018, one originated commercial and industrial TDR loan was fully charged-off due to declining updated financial information, one originated consumer loan previously identified as a TDR paid off and one commercial and industrial loan previously identified as an acquired loan at fair value TDR paid off.

 

During the three months ended September 30, 2018, there were no loans modified in a TDR transaction. For the nine months ended September 30, 2018, one originated commercial and industrial line of credit loan entered into a TDR transaction and was termed-out due to declining updated financial information and one acquired loan at fair value TDR for residential real estate was due to the FWVB merger. During the three and nine months ended September 30, 2017, one residential real estate loan modified terms in a new TDR transaction.

 

No TDRs subsequently defaulted during the three and nine months ended September 30, 2018 and 2017, respectively.

 

 

 

 

 

 

22

 

 

The following table presents information at the time of modification related to loans modified in a TDR during the nine months ended September 30, 2018, and three and nine months ended September 30, 2017.

 

    (Dollars in thousands)
    Three Months Ended September 30, 2017
      Number
of
Contracts
      Pre-
Modification
Outstanding
Recorded
Investment
      Post-
Modification
Outstanding
Recorded
Investment
      Related
Allowance
 
Originated Loans                
Real Estate                
Residential     1     $ 61     $ 61     $ -  
Total     1     $ 61     $ 61     $ -  

 

    Nine Months Ended September 30, 2018
      Number
of
Contracts
      Pre-
Modification
Outstanding
Recorded
Investment
      Post-
Modification
Outstanding
Recorded
Investment
      Related
Allowance
 
Originated Loans                
Real Estate                
Commercial and Industrial     1     $ 161     $ 161     $ -  
Total     1     $ 161     $ 161     $ -  

 

Loans Acquired at Fair Value                
Real Estate                
Residential     1     $ 7     $ 7     $ -  
Total     1     $ 7     $ 7     $ -  

 

    Nine Months Ended September 30, 2017
      Number
of
Contracts
      Pre-
Modification
Outstanding
Recorded
Investment
      Post-
Modification
Outstanding
Recorded
Investment
      Related
Allowance
 
Originated Loans                
Real Estate                
Residential     1     $ 61     $ 61     $ -  
Total     1     $ 61     $ 61     $ -  

 

 

 

23

 

 

The following table presents a summary of the loans considered to be impaired as of the dates indicated.

 

    (Dollars in thousands)
    September 30, 2018
      Recorded
Investment
      Related
Allowance
      Unpaid
Principal
Balance
      Average
Recorded
Investment
      Interest
Income
Recognized
 
With No Related Allowance Recorded:                    
Originated Loans                    
Real Estate:                    
Residential   $ 74     $ -     $ 77     $ 84     $ 3  
Commercial     1,801       -       1,801       1,969       67  
Construction     415       -       415       487       20  
Commercial and Industrial     1,582       -       1,594       1,611       52  
Total With No Related Allowance Recorded   $ 3,872     $ -     $ 3,887     $ 4,151     $ 142  
                                         
Loans Acquired at Fair Value                                        
Real Estate:                                        
Residential   $ 1,228     $ -     $ 1,228     $ 1,243     $ 47  
Commercial     3,393       -       3,393       2,133       86  
Total With No Related Allowance Recorded   $ 4,621     $ -     $ 4,621     $ 3,376     $ 133  
                                         
Total Loans                                        
Real Estate:                                        
Residential   $ 1,302     $ -     $ 1,305     $ 1,327     $ 50  
Commercial     5,194       -       5,194       4,102       153  
Construction     415       -       415       487       20  
Commercial and Industrial     1,582       -       1,594       1,611       52  
Other     -       -       -       -       -  
Total With No Related Allowance Recorded   $ 8,493     $ -     $ 8,508     $ 7,527     $ 275  
                                         
With A Related Allowance Recorded:                                        
Originated Loans                                        
Real Estate:                                        
Commercial   $ 639     $ 185     $ 639     $ 646     $ 27  
Commercial and Industrial     991       605       1,084       1,100       44  
Total With A Related Allowance Recorded   $ 1,630     $ 790     $ 1,723     $ 1,746     $ 71  
                                         
Loans Acquired at Fair Value                                        
Real Estate:                                        
Commercial   $ 46     $ 11     $ 46     $ 24     $ 3  
Commercial and Industrial     16       6       17       17       -  
Total With A Related Allowance Recorded   $ 62     $ 17     $ 63     $ 41     $ 3  
                                         
Total Loans                                        
Real Estate:                                        
Commercial   $ 685     $ 196     $ 685     $ 670     $ 30  
Commercial and Industrial     1,007       611       1,101       1,117       44  
Total With A Related Allowance Recorded   $ 1,692     $ 807     $ 1,786     $ 1,787     $ 74  

 

 

24

 

 

    September 30, 2018 (cont.)
      Recorded
Investment
      Related
Allowance
      Unpaid
Principal
Balance
      Average
Recorded
Investment
      Interest
Income
Recognized
 
Total Impaired Loans:                    
Originated Loans                    
Real Estate:                    
Residential   $ 74     $ -     $ 77     $ 84     $ 3  
Commercial     2,440       185       2,440       2,615       94  
Construction     415       -       415       487       20  
Commercial and Industrial     2,573       605       2,678       2,711       96  
Other     -       -       -       -       -  
Total Impaired Loans   $ 5,502     $ 790     $ 5,610     $ 5,897     $ 213  
                                         
Loans Acquired at Fair Value                                        
Real Estate:                                        
Residential   $ 1,228     $ -     $ 1,228     $ 1,243     $ 47  
Commercial     3,439       11       3,439       2,157       89  
Construction     -       -       -       -       -  
Commercial and Industrial     16       6       17       17       -  
Other     -       -       -       -       -  
Total Impaired Loans   $ 4,683     $ 17     $ 4,684     $ 3,417     $ 136  
                                         
Total Loans                                        
Real Estate:                                        
Residential   $ 1,302     $ -     $ 1,305     $ 1,327     $ 50  
Commercial     5,879       196       5,879       4,772       183  
Construction     415       -       415       487       20  
Commercial and Industrial     2,589       611       2,695       2,728       96  
Other     -       -       -       -       -  
Total Impaired Loans   $ 10,185     $ 807     $ 10,294     $ 9,314     $ 349  

 

 

25

 

 

    December 31, 2017
      Recorded
Investment
      Related
Allowance
      Unpaid
Principal
Balance
      Average
Recorded
Investment
      Interest
Income
Recognized
 
With No Related Allowance Recorded:                    
Originated Loans                    
Real Estate:                    
Residential   $ 89     $ -     $ 91     $ 114     $ 4  
Commercial     2,142       -       2,142       2,297       104  
Construction     578       -       578       629       26  
Commercial and Industrial     1,002       -       1,002       1,058       28  
Other     1       -       1       3       -  
Total With No Related Allowance Recorded   $ 3,812     $ -     $ 3,814     $ 4,101     $ 162  
                                         
Loans Acquired at Fair Value                                        
Real Estate:                                        
Residential   $ 1,257     $ -     $ 1,257     $ 1,278     $ 65  
Commercial     927       -       927       965       51  
Commercial and Industrial     189       -       189       320       12  
Total With No Related Allowance Recorded   $ 2,373     $ -     $ 2,373     $ 2,563     $ 128  
                                         
Total Loans                                        
Real Estate:                                        
Residential   $ 1,346     $ -     $ 1,348     $ 1,392     $ 69  
Commercial     3,069       -       3,069       3,262       155  
Construction     578       -       578       629       26  
Commercial and Industrial     1,191       -       1,191       1,378       40  
Other     1       -       1       3       -  
Total With No Related Allowance Recorded   $ 6,185     $ -     $ 6,187     $ 6,664     $ 290  
                                         
With A Related Allowance Recorded:                                        
Originated Loans                                        
Real Estate:                                        
Commercial   $ 1,480     $ 351     $ 1,480     $ 1,509     $ 65  
Commercial and Industrial     2,927       1,264       3,019       3,346       159  
Total With A Related Allowance Recorded   $ 4,407     $ 1,615     $ 4,499     $ 4,855     $ 224  
                                         
Loans Acquired at Fair Value                                        
Real Estate:                                        
Commercial and Industrial   $ 77     $ 3     $ 77     $ 98     $ 4  
Total With A Related Allowance Recorded   $ 77     $ 3     $ 77     $ 98     $ 4  
                                         
Total Loans                                        
Real Estate:                                        
Commercial   $ 1,480     $ 351     $ 1,480     $ 1,509     $ 65  
Commercial and Industrial     3,004       1,267       3,096       3,444       163  
Total With A Related Allowance Recorded   $ 4,484     $ 1,618     $ 4,576     $ 4,953     $ 228  

 

 

 

26

 

 

    December 31, 2017 (cont.)
      Recorded
Investment
      Related
Allowance
      Unpaid
Principal
Balance
      Average
Recorded
Investment
      Interest
Income
Recognized
 
Total Impaired Loans                    
Originated Loans                    
Real Estate:                    
Residential   $ 89     $ -     $ 91     $ 114     $ 4  
Commercial     3,622       351       3,622       3,806       169  
Construction     578       -       578       629       26  
Commercial and Industrial     3,929       1,264       4,021       4,404       187  
Other     1       -       1       3       -  
Total Impaired Loans   $ 8,219     $ 1,615     $ 8,313     $ 8,956     $ 386  
                                         
Loans Acquired at Fair Value                                        
Real Estate:                                        
Residential   $ 1,257     $ -     $ 1,257     $ 1,278     $ 65  
Commercial     927       -       927       965       51  
Commercial and Industrial     266       3       266       418       16  
Total Impaired Loans   $ 2,450     $ 3     $ 2,450     $ 2,661     $ 132  
                                         
Total Loans                                        
Real Estate:                                        
Residential   $ 1,346     $ -     $ 1,348     $ 1,392     $ 69  
Commercial     4,549       351       4,549       4,771       220  
Construction     578       -       578       629       26  
Commercial and Industrial     4,195       1,267       4,287       4,822       203  
Other     1       -       1       3       -  
Total Impaired Loans   $ 10,669     $ 1,618     $ 10,763     $ 11,617     $ 518  

 

 

27

 

 

The following table presents the activity in the allowance for loan losses summarized by major classifications and segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for potential impairment at the dates and for the periods indicated.

 

    (Dollars in thousands)
    September 30, 2018
      Real
Estate
Residential
      Real
Estate
Commercial
      Real
Estate
Construction
      Commercial
and
Industrial
      Consumer       Other       Unallocated       Total  
Originated Loans                                
June 30, 2018   $ 863     $ 2,311     $ 259     $ 2,799     $ 2,130     $ -     $ 336     $ 8,698  
Charge-offs     -       -       -       -       (126 )     -       -       (126 )
Recoveries     4       22       -       1       48       -       -       75  
Provision     78       (12 )     96       (43 )     (72 )     -       (22 )     25  
September 30, 2018   $ 945     $ 2,321     $ 355     $ 2,757     $ 1,980     $ -     $ 314     $ 8,672  
                                                                 
Loans Acquired at Fair Value                                                                
June 30, 2018   $ -     $ 493     $ -     $ 119     $ -     $ -     $ 61     $ 673  
Charge-offs     (4 )     -       -       (58 )     -       -       -       (62 )
Recoveries     -       1       -       -       1       -       -       2  
Provision     4       1       -       39       (1 )     -       (43 )     -  
September 30, 2018   $ -     $ 495     $ -     $ 100     $ -     $ -     $ 18     $ 613  
                                                                 
Total Allowance for Loan Losses                                                                
June 30, 2018   $ 863     $ 2,804     $ 259     $ 2,918     $ 2,130     $ -     $ 397     $ 9,371  
Charge-offs     (4 )     -       -       (58 )     (126 )     -       -       (188 )
Recoveries     4       23       -       1       49       -       -       77  
Provision     82       (11 )     96       (4 )     (73 )     -       (65 )     25  
September 30, 2018   $ 945     $ 2,816     $ 355     $ 2,857     $ 1,980     $ -     $ 332     $ 9,285  
                                                                 
Originated Loans                                                                
December 31, 2017   $ 891     $ 1,799     $ 276     $ 2,461     $ 2,358     $ -     $ 430     $ 8,215  
Charge-offs     (27 )     -       -       (1,398 )     (424 )     -       -       (1,849 )
Recoveries     16       40       -       4       120       -       -       180  
Provision     65       482       79       1,690       (74 )     -       (116 )     2,126  
September 30, 2018   $ 945     $ 2,321     $ 355     $ 2,757     $ 1,980     $ -     $ 314     $ 8,672  
                                                                 
Loans Acquired at Fair Value                                                                
December 31, 2017   $ -     $ 490     $ -     $ 83     $ -     $ -     $ 8     $ 581  
Charge-offs     (36 )     -       -       (58 )     -       -       -       (94 )
Recoveries     9       115       -       -       3       -       -       127  
Provision     27       (110 )     -       75       (3 )     -       10       (1 )
September 30, 2018   $ -     $ 495     $ -     $ 100     $ -     $ -     $ 18     $ 613  
                                                                 
Total Allowance for Loan Losses                                                                
December 31, 2017   $ 891     $ 2,289     $ 276     $ 2,544     $ 2,358     $ -     $ 438     $ 8,796  
Charge-offs     (63 )     -       -       (1,456 )     (424 )     -       -       (1,943 )
Recoveries     25       155       -       4       123       -       -       307  
Provision     92       372       79       1,765       (77 )     -       (106 )     2,125  
September 30, 2018   $ 945     $ 2,816     $ 355     $ 2,857     $ 1,980     $ -     $ 332     $ 9,285  

 

 

 

28

 

 

    September 30, 2018
      Real
Estate
Residential
      Real
Estate
Commercial
      Real
Estate
Construction
      Commercial
and
Industrial
      Consumer       Other       Unallocated       Total  
Originated Loans                                
Individually Evaluated for Impairment   $ -     $ 185     $ -     $ 605     $ -     $ -     $ -     $ 790  
Collectively Evaluated for Potential Impairment   $ 945     $ 2,136     $ 355     $ 2,152     $ 1,980     $ -     $ 314     $ 7,882  
                                                                 
Loans Acquired at Fair Value                                                                
Individually Evaluated for Impairment   $ -     $ 11     $ -     $ 6     $ -     $ -     $ -     $ 17  
Collectively Evaluated for Potential Impairment   $ -     $ 484     $ -     $ 94     $ -     $ -     $ 18     $ 596  
                                                                 
Total Allowance for Loan Losses                                                                
Individually Evaluated for Impairment   $ -     $ 196     $ -     $ 611     $ -     $ -     $ -     $ 807  
Collectively Evaluated for Potential Impairment   $ 945     $ 2,620     $ 355     $ 2,246     $ 1,980     $ -     $ 332     $ 8,478  

 

    December 31, 2017
      Real
Estate
Residential
      Real
Estate
Commercial
      Real
Estate
Construction
      Commercial
and
Industrial
      Consumer       Other       Unallocated       Total  
Originated Loans                                
Individually Evaluated for Impairment   $ -     $ 351     $ -     $ 1,264     $ -     $ -     $ -     $ 1,615  
Collectively Evaluated for Potential Impairment   $ 891     $ 1,448     $ 276     $ 1,197     $ 2,358     $ -     $ 430     $ 6,600  
                                                                 
Loans Acquired at Fair Value                                                                
Individually Evaluated for Impairment   $ -     $ -     $ -     $ 3     $ -     $ -     $ -     $ 3  
Collectively Evaluated for Potential Impairment   $ -     $ 490     $ -     $ 80     $ -     $ -     $ 8     $ 578  
                                                                 
Total Allowance for Loan Losses                                                                
Individually Evaluated for Impairment   $ -     $ 351     $ -     $ 1,267     $ -     $ -     $ -     $ 1,618  
Collectively Evaluated for Potential Impairment   $ 891     $ 1,938     $ 276     $ 1,277     $ 2,358     $ -     $ 438     $ 7,178  

 

 

 

29

 

 

    September 30, 2017
      Real
Estate
Residential
      Real
Estate
Commercial
      Real
Estate
Construction
      Commercial
and
Industrial
      Consumer       Other       Unallocated       Total  
Originated Loans                                
June 30, 2017   $ 940     $ 2,017     $ 142     $ 1,760     $ 2,223     $ -     $ 385     $ 7,467  
Charge-offs     (22 )     -       -       -       (217 )     -       -       (239 )
Recoveries     6       -       -       1       38       -       -       45  
Provision     (47 )     64       85       (155 )     317       -       36       300  
September 30, 2017   $ 877     $ 2,081     $ 227     $ 1,606     $ 2,361     $ -     $ 421     $ 7,573  
                                                                 
Loans Acquired at Fair Value                                                                
June 30, 2017   $ -     $ 613     $ -     $ 109     $ -     $ -     $ (106 )   $ 616  
Charge-offs     (45 )     -       -       -       -       -       -       (45 )
Recoveries     11       1       -       -       -       -       -       12  
Provision     34       (5 )     -       (7 )     -       -       (22 )     -  
September 30, 2017   $ -     $ 609     $ -     $ 102     $ -     $ -     $ (128 )   $ 583  
                                                                 
Total Allowance for Loan Losses                                                                
June 30, 2017   $ 940     $ 2,630     $ 142     $ 1,869     $ 2,223     $ -     $ 279     $ 8,083  
Charge-offs     (67 )     -       -       -       (217 )     -       -       (284 )
Recoveries     17       1       -       1       38       -       -       57  
Provision     (13 )     59       85       (162 )     317       -       14       300  
September 30, 2017   $ 877     $ 2,690     $ 227     $ 1,708     $ 2,361     $ -     $ 293     $ 8,156  
                                                                 
Originated Loans                                                                
December 31, 2016   $ 1,106     $ 1,942     $ 65     $ 1,579     $ 2,463     $ -     $ 128     $ 7,283  
Charge-offs     (22 )     -       -       -       (661 )     -       -       (683 )
Recoveries     11       -       -       37       155       -       -       203  
Provision     (218 )     139       162       (10 )     404       -       293       770  
September 30, 2017   $ 877     $ 2,081     $ 227     $ 1,606     $ 2,361     $ -     $ 421     $ 7,573  
                                                                 
Loans Acquired at Fair Value                                                                
December 31, 2016   $ -     $ 365     $ -     $ 120     $ -     $ -     $ 35     $ 520  
Charge-offs     (109 )     (132 )     -       -       -       -       -       (241 )
Recoveries     49       2       -       -       3       -       -       54  
Provision     60       374       -       (18 )     (3 )     -       (163 )     250  
September 30, 2017   $ -     $ 609     $ -     $ 102     $ -     $ -     $ (128 )   $ 583  
                                                                 
Total Allowance for Loan Losses                                                                
December 31, 2016   $ 1,106     $ 2,307     $ 65     $ 1,699     $ 2,463     $ -     $ 163     $ 7,803  
Charge-offs     (131 )     (132 )     -       -       (661 )     -       -       (924 )
Recoveries     60       2       -       37       158       -       -       257  
Provision     (158 )     513       162       (28 )     401       -       130       1,020  
September 30, 2017   $ 877     $ 2,690     $ 227     $ 1,708     $ 2,361     $ -     $ 293     $ 8,156  

 

    September 30, 2017
      Real
Estate
Residential
      Real
Estate
Commercial
      Real
Estate
Construction
      Commercial
and
Industrial
      Consumer       Other       Unallocated       Total  
Originated Loans                                
Individually Evaluated for Impairment   $ -     $ 392     $ -     $ 636     $ -     $ -     $ -     $ 1,028  
Collectively Evaluated for Potential Impairment   $ 877     $ 1,689     $ 227     $ 970     $ 2,361     $ -     $ 421     $ 6,545  
                                                                 
Loans Acquired at Fair Value                                                                
Individually Evaluated for Impairment   $ -     $ -     $ -     $ 10     $ -     $ -     $ -     $ 10  
Collectively Evaluated for Potential Impairment   $ -     $ 609     $ -     $ 92     $ -     $ -     $ (128 )   $ 573  
                                                                 
Total Allowance for Loan Losses                                                                
Individually Evaluated for Impairment   $ -     $ 392     $ -     $ 646     $ -     $ -     $ -     $ 1,038  
Collectively Evaluated for Potential Impairment   $ 877     $ 2,298     $ 227     $ 1,062     $ 2,361     $ -     $ 293     $ 7,118  

 

 

30

 

 

The following table presents changes in the accretable discount on the loans acquired at fair value for the dates indicated (dollars in thousands).

 

      Accretable Discount  
Balance at December 31, 2017   $ 760  
Purchase Accounting Adjustment related to FWVB Merger at April 30, 2018     1,348  
Accretable Yield     (240 )
Nonaccretable Discount     5  
Balance at September 30, 2018   $ 1,873  

 

The following table presents the major classifications of loans summarized by individually evaluated for impairment and collectively evaluated for potential impairment as of the dates indicated.

 

    (Dollars in thousands)
    September 30, 2018
      Real
Estate
Residential
      Real
Estate
Commercial
      Real
Estate
Construction
      Commercial
and
Industrial
      Consumer       Other       Total  
Originated Loans                            
Individually Evaluated for Impairment   $ 74     $ 2,440     $ 415     $ 2,573     $ -     $ -     $ 5,502  
Collectively Evaluated for Potential Impairment     224,174       217,901       40,591       85,101       115,744       11,536       695,047  
    $ 224,248     $ 220,341     $ 41,006     $ 87,674     $ 115,744     $ 11,536     $ 700,549  
                                                         
Loans Acquired at Fair Value                                                        
Individually Evaluated for Impairment   $ 1,228     $ 3,439     $ -     $ 16     $ -     $ -     $ 4,683  
Collectively Evaluated for Potential Impairment     93,888       74,562       3,402       16,251       2,756       5,057       195,916  
    $ 95,116     $ 78,001     $ 3,402     $ 16,267     $ 2,756     $ 5,057     $ 200,599  
                                                         
Total Loans                                                        
Individually Evaluated for Impairment   $ 1,302     $ 5,879     $ 415     $ 2,589     $ -     $ -     $ 10,185  
Collectively Evaluated for Potential Impairment     318,062       292,463       43,993       101,352       118,500       16,593       890,963  
    $ 319,364     $ 298,342     $ 44,408     $ 103,941     $ 118,500     $ 16,593     $ 901,148  

 

    December 31, 2017
      Real
Estate
Residential
      Real
Estate
Commercial
      Real
Estate
Construction
      Commercial
and
Industrial
      Consumer       Other       Total  
Originated Loans                            
Individually Evaluated for Impairment   $ 89     $ 3,622     $ 578     $ 3,929     $ -     $ 1     $ 8,219  
Collectively Evaluated for Potential Impairment     200,397       156,613       35,571       96,365       114,358       3,375       606,679  
    $ 200,486     $ 160,235     $ 36,149     $ 100,294     $ 114,358     $ 3,376     $ 614,898  
                                                         
Loans Acquired at Fair Value                                                        
Individually Evaluated for Impairment   $ 1,257     $ 927     $ -     $ 266     $ -     $ -     $ 2,450  
Collectively Evaluated for Potential Impairment     71,695       47,875       -       7,275       199       -       127,044  
    $ 72,952     $ 48,802     $ -     $ 7,541     $ 199     $ -     $ 129,494  
                                                         
Total Loans                                                        
Individually Evaluated for Impairment   $ 1,346     $ 4,549     $ 578     $ 4,195     $ -     $ 1     $ 10,669  
Collectively Evaluated for Potential Impairment     272,092       204,488       35,571       103,640       114,557       3,375       733,723  
    $ 273,438     $ 209,037     $ 36,149     $ 107,835     $ 114,557     $ 3,376     $ 744,392  

 

 

31

 

 

Note 7. Deposits

 

The following table shows the maturities of time deposits for the next five years and beyond at the date indicated (dollars in thousands).

 

 
Maturity Period:
    September 30,
2018
 
One Year or Less   $ 104,427  
Over One Through Two Years     49,763  
Over Two Through Three Years     19,184  
Over Three Through Four Years     17,350  
Over Four Through Five Years     11,101  
Over Five Years     6,637  
Total   $ 208,462  

 

The balance in time deposits that meet or exceed the FDIC insurance limit of $250,000 totaled $58.1 million and $52.1 million as of September 30, 2018 and December 31, 2017, respectively.

 

Note 8. Short-Term Borrowings

 

The following table sets forth the components of short-term borrowings as of the dates indicated.

 

    (Dollars in thousands)
    September 30, 2018   December 31, 2017
      Amount       Weighted
Average
Rate
      Amount       Weighted
Average
Rate
 
Short-term Borrowings                
Federal Funds Purchased:                
Average Balance Outstanding During the Period   $ 50       2.67 %   $ 75       - %
Maximum Amount Outstanding at any Month End     1,500               550          
                                 
FHLB Borrowings:                                
Balance at Period End     -       -       13,764       1.57  
Average Balance Outstanding During the Period     26,374       1.86       215       0.93  
Maximum Amount Outstanding at any Month End     98,960               13,764          
                                 
Securities Sold Under Agreements to Repurchase:                                
Balance at Period End     31,580       0.55       25,841       0.26  
Average Balance Outstanding During the Period     28,104       0.51       26,350       0.31  
Maximum Amount Outstanding at any Month End     35,661               27,951          
                                 
Securities Collaterizing the Agreements at Period-End:                                
Carrying Value     96,145               38,953          
Market Value     94,092               38,081          

 

 

32

 

 

Note 9. Other Borrowed Funds

 

Other borrowed funds consist of fixed rate advances from the Federal Home Loan Bank of Pittsburgh (“FHLB”). The following table sets forth the scheduled maturities of other borrowed funds at the dates indicated.

 

    (Dollars in thousands)
    September 30, 2018   December 31, 2017
      Amount       Weighted
Average
Rate
      Amount       Weighted
Average
Rate
 
Due in One Year   $ 4,791       2.20 %   $ 4,500       1.41 %
Due After One Year to Two Years     6,000       1.88       6,000       1.78  
Due After Two Years to Three Years     5,000       2.09       6,000       1.97  
Due After Three Years to Four Years     3,000       2.23       5,000       2.18  
Due After Four Years to Five Years     4,466       3.20       3,000       2.41  
Total   $ 23,257       2.29     $ 24,500       1.92  

 

As of September 30, 2018, the Company maintained a credit arrangement with a maximum borrowing limit of approximately $373.0 million with the FHLB. This arrangement is subject to annual renewal, incurs no service charge, and is secured by a blanket security agreement on outstanding residential mortgage loans and the Company’s investment in FHLB stock. Under this arrangement the Company had available a variable rate Line of Credit in the amount of $147.0 million and $143.1 million as of September 30, 2018 and December 31, 2017, respectively, of which, there was no outstanding balance as of September 30, 2018 and December 31, 2017.

 

The Company maintains a Borrower-In-Custody of Collateral line of credit agreement with the Federal Reserve Bank (“FRB”) for $108.0 million that requires monthly certification of collateral, is subject to annual renewal, incurs no service charge and is secured by commercial and consumer indirect auto loans. The Company also maintains multiple line of credit arrangements with various unaffiliated banks totaling $60.0 million and $40.0 million as of September 30, 2018, and December 31, 2017, respectively. There was a total increase of $20.0 million in multiple line of credit agreements due to the FWVB merger. As of September 30, 2018 and December 31, 2017, no draws had been taken on these facilities.

 

Note 10. Commitments and Contingent Liabilities

 

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business primarily to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby and performance letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Statement of Financial Condition. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

 

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby and performance letters of credit written is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

 

Commitments and conditional obligations are evaluated the same as on-balance-sheet instruments but do not have a corresponding reserve recorded. The Company’s opinion on not implementing a corresponding reserve for off-balance-sheet instruments is supported by historical factors of no losses recorded due to these items. The Company is continually evaluating these items for credit quality and any future need for the corresponding reserve.

 

 

33

 

 

The following table presents the unused and available credit balances of financial instruments whose contracts represent credit risk at the dates indicated.

 

    (Dollars in thousands)
      September 30,
2018
      December 31,
2017
 
Standby Letters of Credit   $ 36,221     $ 55,105  
Performance Letters of Credit     3,256       4,339  
Construction Mortgages     55,001       30,619  
Personal Lines of Credit     6,378       6,183  
Overdraft Protection Lines     6,140       6,167  
Home Equity Lines of Credit     21,191       16,337  
Commercial Lines of Credit     83,904       62,088  
    $ 212,091     $ 180,838  

 

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. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.

 

Performance letters of credit represent conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These instruments are issued primarily to support bid or performance-related contracts. The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management. Fees earned from the issuance of these letters are recognized upon expiration of the letter. For secured letters of credit, the collateral is typically Company deposit instruments or customer business assets.

 

Note 11. Fair Value Disclosure

 

FASB ASC 820 “Fair Value Measurement” defines fair value and provides the framework for measuring fair value and required disclosures about fair value measurements. Fair value is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability at the transaction date. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used in valuation methods to determine fair value.

 

The three levels of fair value hierarchy are as follows:

 

  Level I – Fair value is based on unadjusted quoted prices in active markets that are accessible to the Company for identical assets. These generally provide the most reliable evidence and are used to measure fair value whenever available.
     
  Level II – Fair value is based on significant inputs, other than Level I inputs, that are observable either directly or indirectly for substantially the full term of the asset through corroboration with observable market data. Level II inputs include quoted market prices in active markets for similar assets, quoted market prices in markets that are not active for identical or similar assets, and other observable inputs.
     
  Level III – Fair value would be based on significant unobservable inputs. Examples of valuation methodologies that would result in Level III classification include option pricing models, discounted cash flows, and other similar techniques.

 

This hierarchy requires the use of observable market data when available. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement.

 

The following table presents the financial assets measured at fair value on a recurring basis and reported on the Consolidated Statement of Financial Condition as of the dates indicated, by level within the fair value hierarchy. The majority of the Company’s securities are included in Level II of the fair value hierarchy. Fair values for Level II securities were primarily determined by a third party pricing service using both quoted prices for similar assets, when available, and model-based valuation techniques that derive fair value based on market-corroborated data, such as instruments with similar prepayment speeds and default interest rates. The standard inputs that are normally used include benchmark yields of like securities, reportable trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. There were no transfers from Level I to Level II and no transfers into or out of Level III during the nine months ended September 30, 2018 or year ended December 31, 2017.

 

 

34

 

 

        (Dollars in thousands)
      Fair Value
Hierarchy
      September 30,
2018
      December 31,
2017
 
Available for Sales Securities:            
U.S. Government Agencies   Level II   $ 79,205     $ 65,888  
Obligations of States and Political Subdivisions   Level II     45,173       38,988  
Mortgage-Backed Securities - Government-Sponsored Enterprises   Level II     89,908       16,978  
Equity Securities - Mutual Funds   Level I     959       503  
Equity Securities - Other   Level I     1,585       1,226  
Total Available for Sale Securities       $ 216,830     $ 123,583  

 

The following table presents the financial assets measured at fair value on a nonrecurring basis on the Consolidated Statement of Financial Condition as of the dates indicated by level within the fair value hierarchy. The table also presents the significant unobservable inputs used in the fair value measurements. Impaired loans that are collateral dependent are written down to fair value through the establishment of specific reserves. Techniques used to value the collateral that secure the impaired loans include quoted market prices for identical assets classified as Level I inputs or observable inputs, employed by certified appraisers, for similar assets classified as Level II inputs. In cases where valuation techniques included inputs that are unobservable and are based on estimates and assumptions developed by management based on the best information available under each circumstance, the asset valuation is classified as Level III inputs.

 

        (Dollars in thousands)                
        Fair Value at           Significant    
Financial Asset   Fair Value
Hierarchy
    September 30,
2018
      December 31,
2017
    Valuation 
Techniques
  Significant
Unobservable Inputs
 

 

Unobservable
Input Value

 

   
Impaired Loans    Level III   $ 885     $ 2,866     Market Comparable Properties   Marketability Discount     10% to 30%     (1)
OREO    Level III     46       321     Market Comparable Properties   Marketability Discount     10% to 50%     (1)

 

  (1) Range includes discounts taken since appraisal and estimated values.

 

Impaired loans are evaluated when a loan is identified as impaired and valued at the lower of cost or fair value at that time. Fair value is measured based on the value of the collateral securing these loans and is classified as Level III in the fair value hierarchy. At September 30, 2018 and December 31, 2017, the fair value of impaired loans consists of the loan balances of $1.7 million and $4.5 million, respectively, less their specific valuation allowances of $807,000 and $1.6 million, respectively.

 

Other real estate owned (OREO) properties are evaluated at the time of acquisition and recorded at fair value, less estimated selling costs. After acquisition, other real estate owned is recorded at the lower of cost or fair value, less estimated selling costs. The fair value of an other real estate owned property is determined from a qualified independent appraisal and is classified as Level III in the fair value hierarchy. During the three months ended September 30, 2018, one FFCO acquired at fair value residential real estate loan for $46,000 moved into OREO. During the three months ended September 30, 2017, one residential real estate loan for $14,000 moved into OREO. During the nine months ended September 30, 2018, one commercial real estate OREO property at $697,000 fair value was acquired with the FWVB merger, one FFCO acquired at fair value residential real estate loan for $46,000 moved into OREO, and one residential real estate OREO property was sold at a gain of $19,000. During the nine months ended September 30, 2017, two residential real estate loans for $155,000 and $14,000 moved into OREO.

 

Financial instruments are defined as cash, evidence of an ownership in an entity, or a contract which creates an obligation or right to receive or deliver cash or another financial instrument from/to a second entity on potentially favorable or unfavorable terms.

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If no readily available market exists, the fair value estimates for financial instruments should be based upon management’s judgment regarding current economic conditions, interest rate risk, expected cash flows, future estimated losses and other factors, as determined through various option pricing formulas or simulation modeling. As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain, the resulting estimated fair values may not be indicative of the amount realizable in the sale of a particular financial instrument. In addition, changes in the assumptions on which the estimated fair values are based may have significant impact on the resulting estimated fair values.

 

 

35

 

As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments, the estimated fair value of financial instruments would not represent the full value of the Company.

 

The following table presents the estimated fair values of the Company’s financial instruments at the dates indicated.

 

        (Dollars in thousands)
        September 30, 2018   December 31, 2017
    Fair Value
Hierarchy
    Carrying
Value
      Fair
Value
      Carrying
Value
      Fair
Value
 
Financial Assets:                                    
Cash and Due From Banks:                                    
Interest Bearing   Level I   $ 37,173     $ 37,173     $ 11,685     $ 11,685  
Non-Interest Bearing   Level I     8,784       8,784       8,937       8,937  
Investment Securities:                                    
Available for Sale   See Above     216,830       216,830       123,583       123,583  
Loans, Net   Level III     891,863       884,263       735,596       741,020  
Restricted Stock   Level II     3,951       3,951       4,340       4,340  
Bank-Owned Life Insurance   Level II     22,783       22,783       19,151       19,151  
Accrued Interest Receivable   Level II     3,703       3,703       2,706       2,706  
                                     
Financial Liabilities:                                    
Deposits   Level II     1,062,891       1,061,727       773,344       772,080  
Short-term Borrowings   Level II     31,580       31,580       39,605       39,605  
Other Borrowed Funds   Level II     23,257       22,928       24,500       24,454  
Accrued Interest Payable   Level II     621       621       430       430  

 

Note 12. Income Taxes

 

Due to the FWVB merger, deferred tax assets (“DTA”) were acquired and deferred tax liabilities (“DTL”) were assumed at April 30, 2018. These DTA’s and DTL’s were evaluated by management and the deferred taxes that were deemed obsolete due to the fair value measurement of assets and liabilities at the time of merger were charged against goodwill. In addition, the fair value adjustments that were provided by third party valuation specialists outside the Company, were tax effected at the federal statutory rate of 21%. The West Virginia (“WV”) state tax effect of 6.5% times the appropriate WV state apportionment according to state revenue laws regarding nexus is currently being evaluated by management and this impact will be addressed in a subsequent period. Presented in the table below are the tax effects of deductible and taxable temporary differences that gave rise to significant portions of the net deferred tax assets and liabilities. The net change in deferred taxes is recorded in the accrued interest and other assets lines on the balance sheet.

 

 

36

 

 

 

    (Dollars in thousands)
    September 30, 2018       December 31, 2017  
Deferred Tax Assets:                
Allowance for Loan Losses   $ 2,004     $ 1,847  
Amortization of Core Deposit Intangible     3       9  
Amortization of Intangibles     69       68  
Tax Credit Carryforwards     1,468       -  
Unrealized Loss of AFS - Merger Tax Adjustment     894       -  
Postretirement Benefits     30       31  
Net Unrealized Loss on Securities     1,089       357  
Discount Accretion     (2 )     -  
Passthrough Entities     2       2  
Stock-Based Compensation Expense     68       17  
Accrued Payroll     44       -  
OREO     121       -  
Deferred Compensation     55       -  
Other     71       92  
Gross Deferred Tax Assets     5,916       2,423  
                 
Deferred Tax Liabilities:                
Deferred Origination Fees and Costs     277       260  
Depreciation     423       375  
Mortgage Servicing Rights     193       191  
Purchase Accounting Adjustments     2,576       1,340  
Goodwill     406       379  
Gross Deferred Tax Liabilities     3,875       2,545  
Net Deferred Tax Assets (Liabilities)   $ 2,041     $ (122 )

 

Note 13. Other Noninterest Expense

 

The details of other noninterest expense for the Company’s consolidated statement of income for the three and nine months ended September 30, 2018 and 2017, are as follows:

 

    (Dollars in thousands)
    Three Months Ended
September 30,
  Nine Months Ended
September 30,
      2018       2017       2018       2017  
Other Noninterest Expense                
Non-employee compensation   $ 176     $ 101     $ 444     $ 301  
Printing and supplies     153       107       420       310  
Postage     63       36       170       166  
Telephone     160       99       410       287  
Charitable contributions     36       30       108       111  
Dues and subscriptions     46       54       174       172  
Loan expenses     140       110       345       271  
Meals and entertainment     42       41       142       108  
Travel     61       36       171       105  
Training     19       -       56       20  
Miscellaneous     425       179       784       581  
Total Other Noninterest Expense   $ 1,321     $ 793     $ 3,224     $ 2,432  

 

 

37

 

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

 

This discussion should be read in conjunction with the unaudited consolidated financial statements, notes and tables included in this report. For further information, refer to the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

 

Forward-Looking Statements

 

This report contains certain “forward-looking statements” within the meaning of the federal securities laws. These statements are not historical facts, but rather statements based on the Company’s current expectations regarding its business strategies, intended results and future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions. Management’s ability to predict results or the effect of future plans or strategies is inherently uncertain. Factors which could affect actual results include, but are not limited to, the following:

 

· General and local economic conditions;

· Changes in interest rates, deposit flows, demand for loans, real estate values and competition;

· Competitive products and pricing;

· The ability of our customers to make scheduled loan payments;

· Loan delinquency rates;

· Our ability to manage the risks involved in our business;

· Our ability to integrate the operations of businesses we acquire;

· Inflation, market and monetary fluctuations;

· Our ability to control costs and expenses; and

· Changes in federal and state legislation and regulation applicable to our business.

 

The Company uses the current statutory income tax rate of 21.0% to value its deferred tax assets and liabilities. On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted. The Tax Act reduced the US federal corporate tax rate from 35% to 21%. As of December 31, 2017, we completed our accounting for the tax effects of the enactment of the Act. In addition, all deferred tax assets and liabilities including deferred tax assets and liabilities that were retained from the FWVB merger will be tax effected at the WV state income tax rate of 6.5% times the appropriate WV state apportionment according to state revenue laws regarding nexus. As of September 30, 2018, deferred tax amounts are still being evaluated for reasonableness and the WV state deferred tax impact will be finalized in a subsequent period.

 

We have made a reasonable estimate of the effects on our existing deferred tax balances as of December 31, 2017. We re-measured all of our deferred tax assets (“DTA”) and liabilities (“DTL”) based on the rates at which they are expected to reverse in the future. We recognized an income tax benefit of $89,000 for the year ended December 31, 2017 related to adjusting our net deferred tax liability balance to reflect the new corporate tax rate.

 

In addition, DTAs/DTLs related to available for sale (“AFS”) securities unrealized losses that were revalued as of December 31, 2017 noted above created a “stranded tax effects” in Accumulated Other Comprehensive Income (“AOCI”) due enactment of the Tax Act. The issue arose due to the nature of GAAP recognition of tax rate change effects on the AFS DTA/DTL revaluation as an adjustment to income tax provision.

 

In February 2018, FASB issued ASU 2018-02 - Income Statement - Reporting Comprehensive Income (Topic 220). As disclosed in Note 1 of the Annual Report, the Company early adopted the provisions of the ASU 2018-02 and recorded a reclassification adjustment of $220,000 from AOCI to retained earnings for stranded tax effects related to AFS securities resulting from the newly enacted corporate tax rate. The amount of the reclassification was the difference between the 35% historical Federal corporate tax rate and the newly enacted 21% Federal corporate tax rate. See Statement of Changes in Stockholders Equity as of December 31, 2017 included in the Annual Report for additional details and reclassification impact due to impact of the ASU 2018-02 .

 

The accounting for the effects of the tax rate change on deferred tax balances is complete and no provisional amounts were recorded for this item.

 

The Company assumes no obligation to update any forward-looking statements except as may be required by applicable law or regulation.

 

 

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General

 

CB Financial Services, Inc. is a bank holding company established in 2006 headquartered in Carmichaels, Pennsylvania. CB Financial’s business activity is conducted primarily through its wholly owned banking subsidiary Community Bank.

 

The Bank is a Pennsylvania-chartered commercial bank headquartered in Carmichaels, Pennsylvania. The Bank operates from sixteen offices in Greene, Allegheny, Washington, Fayette and Westmoreland Counties in southwestern Pennsylvania, seven offices in Brooke, Marshall, Ohio, Upshur and Wetzel Counties in West Virginia, and one office in Belmont County in Ohio. The Bank is a community-oriented institution offering residential and commercial real estate loans, commercial and industrial loans, and consumer loans as well as a variety of deposit products for individuals and businesses in its market area. Property and casualty, commercial liability, surety and other insurance products are offered through Exchange Underwriters, Inc., the Bank’s wholly-owned subsidiary that is a full-service, independent insurance agency.

 

On April 30, 2018, the Company completed its merger with FWVB. For additional information regarding the merger, refer to Note 2 in the Notes to Consolidated Financial Statements .

 

On August 1, 2018, the Bank’s insurance subsidiary, Exchange Underwriters, completed its merger with Beynon Insurance. For additional information regarding the Beynon merger, refer to Note 1 in the Notes to Consolidated Financial Statements.

 

Overview

 

The following discussion and analysis is presented to assist in the understanding and evaluation of our consolidated financial condition and results of operations. It is intended to complement the unaudited consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q and should be read in conjunction therewith. The detailed discussion focuses on our consolidated financial condition as of September 30, 2018, compared to the financial condition as of December 31, 2017 and the consolidated results of operations for the three and nine months ended September 30, 2018 and 2017.

 

Our results of operations depend primarily on our net interest income. Net interest income is the difference between the interest income we earn on our interest-earning assets and the interest we pay on our interest-bearing liabilities. Our results of operations also are affected by our provisions for loan losses, noninterest income and noninterest expense. Noninterest income consists primarily of fees and service charges on deposit accounts, fees and charges on loans, insurance commissions, income from bank-owned life insurance and other income. Noninterest expense consists primarily of expenses related to salaries and employee benefits, occupancy and equipment, contracted services, legal fees, other real estate owned, advertising and promotion, stationery and supplies, deposit and general insurance and other expenses.

 

Financial institutions like us, in general, are significantly affected by economic conditions, competition, and the monetary and fiscal policies of the federal government. Lending activities are influenced by the demand for and supply of housing, competition among lenders, interest rate conditions, and funds availability. Our operations and lending are principally concentrated in the southwestern Pennsylvania market area.

 

Statement of Financial Condition Analysis

 

Assets. Total assets increased $319.0 million, or 34.1%, to $1.3 billion at September 30, 2018 compared to $934.5 million at December 31, 2017.

 

Cash and due from banks increased $25.3 million, or 122.9%, to $46.0 million at September 30, 2018 compared to $20.6 million at December 31, 2017. This is primarily the result of deposit growth.

 

Investment securities classified as available-for-sale increased $93.2 million, or 75.5%, to $216.8 million at September 30, 2018 compared to $123.6 million at December 31, 2017. This increase was primarily the result of securities acquired in the FWVB merger.

 

Loans, net, increased $156.3 million, or 21.2%, to $891.9 million at September 30, 2018 compared to $735.6 million at December 31, 2017. This was primarily due to the FWVB acquired loan portfolio of $95.5 million and net organic loan originations of $50.8 million in commercial real estate loans, $14.7 million in residential mortgage loans, $8.2 million in other loans and $4.9 million in construction loans, partially offset by a decrease of $15.5 million in commercial and industrial loans.

 

Premises and equipment, net, increased $7.2 million, or 43.2 %, to $23.9 million at September 30, 2018 compared to $16.7 million at December 31, 2017. This is due to the additions related to the eight branch locations from the FWVB merger. In addition, there was $3.5 million related to the new Barron P. “Pat” McCune Corporate Center (“BPMCC”) that was placed into service in the second quarter. Total premises and equipment capitalized for the BPMCC totaled $6.1 million. The BPMCC building was previously taken into premises and equipment from a previously defaulted loan relationship in the first quarter of 2016.

 

 

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Liabilities. Total liabilities increased $278.6 million, or 33.1%, to $1.1 billion at September 30, 2018 compared to $841.2 million at December 31, 2017.

 

Total deposits increased $289.5 million, or 37.4%, to $1.1 billion at September 30, 2018 compared to $773.3 million at December 31, 2017. There were increases of $73.7 million in savings accounts, $73.2 million in demand deposits, $53.4 million in NOW accounts, $47.4 million in money market accounts and $44.2 million in time deposits, partially offset by a decrease of $2.4 million in brokered deposits. This increase is due to approximately $281.6 million deposits acquired in the FWVB merger on April 30, 2018 and these acquired deposits increased by $10.8 million as of September 30, 2018. This increase is largely the result of school district and municipal deposits during the current quarter. The legacy Bank deposit portfolio had approximately $2.9 million decrease in deposits. There was a local government depositor that withdrew funds in the first quarter of 2018 of approximately $17.0 million and this was mainly offset by current quarter deposits by school districts and local municipalities as a result of annual property tax remittance. The Bank has been selective on offering promotional interest rates and has concentrated its efforts on increasing noninterest-bearing accounts by building strong customer relationships.

 

Short-term borrowings decreased $8.0 million, or 20.3%, to $31.6 million at September 30, 2018 compared to $39.6 million at December 31, 2017. At September 30, 2018, short-term borrowings were comprised of $31.5 million of securities sold under agreements to repurchase compared to $25.8 million of securities sold under agreement to repurchase and $13.8 million of FHLB overnight borrowings at December 31, 2017. Approximately $20.0 million of securities sold under agreements to repurchase were assumed in the FWVB merger. The increase is related to loan originations that exceeded available cash reserves and an increase in business deposit customers whose funds, above designated target balances, are transferred into an overnight interest-earning investment account by purchasing securities from the Bank’s investment portfolio under an agreement to repurchase. Other borrowed funds decreased by $1.2 million due to a $3.5 million maturing FHLB long-term borrowing that was retired in the current period, partially offset by $2.3 million of amortizing fixed-rate FHLB borrowings that were acquired in the FWVB merger. As a result of current period activity, the weighted average interest rate on long-term borrowings increased by 37 basis points to 2.29%.

 

Stockholders’ Equity. Stockholders’ equity increased $40.4 million, or 43.4%, to $133.7 million at September 30, 2018 compared to $93.3 million at December 31, 2017. During the period, 1,317,647 shares of CBFV stock were issued to shareholders of FWVB in the merger. The approximate value of this stock issuance was $42.0 million, partially offset by $515,000 of stock issuance expenses that were charged against equity. Net income was $4.6 million for the nine months ended September 30, 2018. The Company paid $3.3 million in dividends to stockholders and the unrealized loss on investment securities increased by $2.7 million due to the addition of the FWVB securities portfolio of approximately $102.0 million due to merger and current market conditions.

 

Results of Operations for the Three Months Ended September 30, 2018 and 2017

 

Overview. Net income increased $228,000, to $2.3 million for the three months ended September 30, 2018, compared to $2.1 million for the three months ended September 30, 2017. The quarterly results were impacted by increased net interest income and reduced provision for loan losses in the current quarter.

 

Net Interest Income. Net interest income increased $2.8 million, or 38.3%, to $10.2 million for the three months ended September 30, 2018 compared to $7.4 million for the three months ended September 30, 2017.

 

Interest and dividend income increased $3.6 million, or 43.2%, to $11.8 million for the three months ended September 30, 2018 compared to $8.2 million for the three months ended September 30, 2017. Interest income on loans increased $2.6 million for the three months ended September 30, 2018, compared to the three months ended September 30, 2017. Average loans increased by $200.2 million for the three months ended September 30, 2018, compared to the three months ended September 30, 2017. This was primarily due to organic net loan growth and loans acquired in the FWVB merger. The FWVB merger not only affected the average loan balance, it also contributed to an increase of 18 basis points in loan yield. The credit mark recorded for the acquired loans in the FWVB merger was approximately $1.3 million. The impact of the accretion from both the FWVB and FedFirst Financial Corporation (“FFCO”) acquired loan portfolios for the three months ended September 30, 2018 was $81,000, or 4 basis points, compared to $127,000, or 8 basis points, for the three months ended September 30, 2017. The remaining credit mark balance for both acquired loan portfolios was $1.9 million as of September 30, 2018. Interest income on taxable securities increased $816,000 mainly due to an increase of $97.5 million in the average balance and 79 basis points in yield in the current period. This is a result of the FWVB merger. Interest income on securities exempt from federal income tax increased by $89,000 in the current period. This was due to the FWVB merger that generated an average balance increase of $9.5 million. In addition, other interest and dividend income increased $72,000 as a result of increased interest earned on correspondent deposit banks and FHLB dividends in the current period.

 

 

40

 

Interest expense increased $734,000, or 85.3%, to $1.6 million for the three months ended September 30, 2018 compared to $860,000 for the three months ended September 30, 2017. Interest expense on deposits increased $678,000 due to an increase in average interest-bearing deposits of $221.6 million, primarily due to increases in deposits as a result of the FWVB merger. The average cost of interest-bearing deposits increased 20 basis points. This was primarily related to interest rate hikes by the Federal Reserve Board (“FRB”). Interest expense on short-term borrowings increased $48,000 primarily due to securities sold under agreement to repurchase and FHLB overnight borrowings that had increases in average balance of $5.4 million and $3.5 million, respectively during the current quarter due to funding loan growth.

 

 

 

 

 

 

 

 

 

 

 

 

41

 

 

Average Balances and Yields . The following tables present information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting average yields and costs. Average balances are derived from daily balances over the periods indicated. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense. Tax-equivalent yield adjustments have been made for tax exempt loan and securities income utilizing a marginal federal income tax rate of 21% for 2018 and 34% for 2017. As such, amounts will not agree to income as reported in the consolidated financial statements. Average balances for loans are net of the allowance for loan losses, and include nonaccrual loans. Nonaccrual loans are included in average balances only. The yields and costs for the periods indicated are derived by dividing annualized income or expense by the average balances of assets or liabilities, respectively, for the periods presented.

 

    (Dollars in thousands) (Unaudited)
    Three Months Ended September 30,
    2018   2017
    Average
Balance
  Interest
and
Dividends
  Yield/
Cost (1)
  Average
Balance
  Interest
and
Dividends
  Yield/
Cost (1)
                         
Assets:                                                
Interest-Earning Assets:                                                
Loans, Net   $ 884,623     $ 10,080       4.52 %   $ 684,384     $ 7,480       4.34 %
Investment Securities                                                
Taxable     178,284       1,202       2.70       80,791       386       1.91  
Exempt From Federal Tax     46,901       394       3.36       37,390       340       3.64  
Other Interest-Earning Assets     19,285       200       4.11       32,553       139       1.69  
Total Interest-Earning Assets     1,129,093       11,876       4.17       835,118       8,345       3.96  
Noninterest-Earning Assets     111,122                       61,859                  
Total Assets   $ 1,240,215                     $ 896,977                  
                                                 
Liabilities and Stockholders' equity:                                                
Interest-Bearing Liabilities:                                                
Interest-Bearing Demand Deposits   $ 190,582       171       0.36 %   $ 138,742       92       0.26 %
Savings     206,513       143       0.27       131,420       61       0.18  
Money Market     179,998       221       0.49       135,214       88       0.26  
Time Deposits     210,302       863       1.63       160,456       479       1.18  
Total Interest-Bearing Deposits     787,395       1,398       0.70       565,832       720       0.50  
                                                 
Borrowings     58,454       196       1.33       50,741       140       1.09  
Total Interest-Bearing Liabilities     845,849       1,594       0.75       616,573       860       0.55  
                                                 
Noninterest-Bearing Demand Deposits     254,727                       183,061                  
Other Liabilities     5,333                       4,361                  
Total Liabilities     1,105,909                       803,995                  
                                                 
Stockholders' Equity     134,306                       92,982                  
Total Liabilities and Stockholders' Equity   $ 1,240,215                     $ 896,977                  
                                                 
Net Interest Income           $ 10,282                     $ 7,485          
                                                 
Net Interest Rate Spread (2)                     3.42 %                     3.41 %
Net Interest-Earning Assets (3)   $ 283,244                     $ 218,545                  
Net Interest Margin (4)                     3.61                       3.56  
Return on Average Assets                     0.73                       0.91  
Return on Average Equity                     6.77                       8.81  
Average Equity to Average Assets                     10.83                       10.37  
Average Interest-Earning Assets to Average Interest-Bearing Liabilities                     133.49                       135.45  

 

(1) Annualized.

(2) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(3) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

 

42

 

(4) Net interest margin represents net interest income divided by average total interest-earning assets. Interest income and yields are on a fully tax equivalent basis utilizing a marginal tax rate of 21% and 34% for the three months ended September 30, 2018, and 2017, respectively.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

43

 

 

Rate/Volume Analysis . The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. Tax-equivalent yield adjustments have been made for tax exempt loan and securities income utilizing a marginal federal income tax rate of 21% for 2018 and 34% for 2017. The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume. The total column represents the sum of the prior columns.

 

    (Dollars in thousands) (Unaudited)
    Three Months Ended September 30, 2018
Compared To
Three Months Ended September 30, 2017
    Increase (Decrease) Due to
    Volume   Rate   Total
             
Interest and Dividend Income:            
Loans, net   $ 2,278     $ 322     $ 2,600  
Investment Securities:                        
Taxable     607       209       816  
Exempt From Federal Tax     82       (28 )     54  
Other Interest-Earning Assets     (75 )     136       61  
Total Interest-Earning Assets     2,892       639       3,531  
                         
Interest Expense:                        
Deposits     336       342       678  
Borrowings     22       34       56  
Total Interest-Bearing Liabilities     358       376       734  
Change in Net Interest Income   $ 2,534     $ 263     $ 2,797  

 

Provision for Loan Losses. The provision for loan losses was $25,000 for the three months ended September 30, 2018 compared to $300,000 for the three months ended September 30, 2017. Net charge-offs for the three months ended September 30, 2018 were $111,000, which included $63,000 of net charge-offs on automobile loans, compared to $227,000 of net charge-offs for the three months ended September 30, 2017, which included $149,000 of net charge-offs on automobile loans. The decrease in net charge-offs during the current period was mainly attributed to lower automobile loan charge-offs. Management analyzes the loan portfolio on a quarterly basis to determine the adequacy of the allowance for loan losses and the need for additional provisions for loan losses. The decrease in the quarterly provision was primarily due to reduced charge-offs and loan payoffs mainly offsetting loan growth. This was partially offset by improvements in credit matrix factors which had a positive impact on the qualitative factors within the allowance calculation.

 

Noninterest Income . Noninterest income increased $270,000, or 14.9%, to $2.1 million for the three months ended September 30, 2018 compared to $1.8 million for the three months ended September 30, 2017. Service fees on deposit accounts increased $236,000 due to increased volume in ATM and check card fees as a result of the FWVB merger in the prior quarter. Insurance commissions from Exchange Underwriters increased $162,000 due to increased direct bill commercial and personal lines commission and fee income as a result of the EU – Beynon merger and the revenue recognition standard adopted in the first quarter, partially offset by a decrease in contingency fees received in the current period. Contingency fees are commissions that are contingent upon several factors including, but not limited to, eligible written premiums, earned premiums, incurred losses and stop loss charges. The fair value of equity securities increased $35,000 due to the first quarter adoption of Accounting Standard Update (“ASU”) 2016-01, Financial Instruments – Overall (Subtopic 825-10), which requires equity investments (except those accounted for under the equity method or that are consolidated) to be measured at fair value with changes in fair value recognized in net income. As required, the $35,000 gain was recognized due to current market conditions. There was a decrease in the net gains on the sales of residential mortgage loans of $85,000. The decrease in gains was primarily due to a decrease in the number of loans originated and subsequently sold to the FHLB as part of the Mortgage Partnership Finance® (“MPF®”) program and an increase in mortgage rates. The MPF® program enables member financial institutions to offer competitive interest rates for fixed-rate mortgage loans without assuming any of the interest rate risk associated with a long-term asset. Net gains on the disposal of fixed assets decreased $74,000 due to the write-off of the leasehold improvements of the former Washington Business Center that was vacated on September 30, 2018.

 

44

 

Noninterest Expense. Noninterest expense increased $3.5 million, or 58.8%, to $9.4 million for the three months ended September 30, 2018 compared to $5.9 million for the three months ended September 30, 2017. Salaries and employee benefits increased $1.2 million primarily due to the addition of FWVB-retained employee salaries, salary increases related to back office personnel, and health care and retirement benefits expenses mostly related to the FWVB merger. Other noninterest expense increased $528,000 primarily due to other losses that were written off as a result of the FWVB merger and systems conversion, loan expenses, office supplies, telephone, travel, and meals and entertainment expenses. Other real estate owned expense increased $398,000 mainly due to the prior year quarter resolution of loan collection efforts through the sale of a mineral rights interest for $186,000, bankruptcy court settlement for $86,000 and mortgage insurance proceeds for $85,000. The aforementioned items were proceeds from previously sold OREO properties. Occupancy increased $329,000 primarily due to the lease termination of the former FWVB corporate center and increases in depreciation, property contracted services, rent expense and real estate taxes due to the FWVB merger and completion of the BPMCC in Washington, PA. Equipment expense increased $322,000 primarily due to equipment maintenance contracts and data processing expense related to the FWVB merger. Amortization of Core Deposit Intangible (“CDI”) increased $318,000, due to the CDI recorded for the FWVB merger. The Federal Deposit Insurance Corporation (“FDIC”) assessment expense decreased $37,000 due to an assessment factor decrease by the FDIC in the computation of the insurance assessment and average asset growth related to the FWVB merger.

 

Income Tax Expense. Income taxes decreased $334,000 to $576,000 for the three months ended September 30, 2018 compared to $910,000 for the three months ended September 30, 2017. The effective tax rate for the three months ended September 30, 2018 was 20.1% compared to 30.6% for the three months ended September 30, 2017. The decrease in income taxes was due to a decrease of $106,000 in pre-tax income and the reduction of the federal statutory income tax rate from 34% in the prior year quarter to 21% in the current year quarter, due to the enactment of the new federal tax law titled “Tax Cuts and Jobs Act of 2017” on December 22, 2017.

 

Results of Operations for the Nine Months Ended September 30, 2018 and 2017

 

Overview. Net income decreased $947,000, to $4.6 million for the nine months ended September 30, 2018, as compared to $5.6 million for the nine months ended September 30, 2017. Net income was mainly impacted by the FWVB merger-related expenses of $854,000 and other one-time discrete items as a result of the completion of the FWVB merger on April 30, 2018.

 

Net Interest Income. Net interest income increased $5.5 million, or 25.5%, to $27.0 million for the nine months ended September 30, 2018, compared to $21.5 million for the nine months ended September 30, 2017.

 

Interest and dividend income increased $7.2 million, or 30.1%, to $31.2 million for the nine months ended September 30, 2018 compared to $24.0 million for the nine months ended September 30, 2017. Interest income on loans increased $5.4 million primarily due to an increase in average loans outstanding of $151.9 million for the nine months ended September 30, 2018. The increase in average loans was mainly due to the FWVB merger and organic loan growth of approximately $62.7 million the current period. This was partially offset by a decrease of $293,000 in accretion on the acquired loan portfolios credit mark for the nine months ended September 30, 2018. Credit mark accretion of $240,000, or 4 basis points, was recognized in the nine months ended September 30, 2018, compared to $533,000, or 16 basis points for the nine months ended September 30, 2017. Interest income on taxable securities increased $1.5 million in the current period. In addition, an increase of 61 basis points in yield resulted from securities acquired in the FWVB merger. The average balance for taxable securities increased $60.0 million for the nine months ended September 30, 2018. Interest income on securities exempt from federal tax increased $192,000 due to securities acquired in the FWVB merger with higher prevailing yields. There was an increase of $7.9 million in the average balance on securities exempt from federal tax and a decrease of 45 basis points in yield as a result of the prior year reduction in the federal statutory income tax rate from 34% to 21%.

 

Interest expense increased $1.7 million, or 70.4%, to $4.2 million for the nine months ended September 30, 2018 compared to $2.5 million for the nine months ended September 30, 2017. Interest expense on deposits increased $1.3 million due to current year rate increases and an increase in average interest-bearing deposits of $136.1 million which is attributed primarily to the FWVB merger. The average cost of interest-bearing deposits increased 15 basis points. In addition, interest expense on short-term borrowings increased $414,000 in the current period primarily due to increased interest rates on FHLB overnight borrowings that had an average balance increase of $26.4 million and on securities sold under agreements to repurchase.

 

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Average Balances and Yields . The following tables present information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting average yields and costs. Average balances are derived from daily balances over the periods indicated. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense. Tax-equivalent yield adjustments have been made for tax exempt loan and securities income utilizing a marginal federal income tax rate of 21% for 2018 and 34% for 2017. As such, amounts will not agree to income as reported in the consolidated financial statements. Average balances for loans are net of the allowance for loan losses, and include nonaccrual loans. Nonaccrual loans are included in average balances only. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented.

 

    (Dollars in thousands) (Unaudited)
    Nine Months Ended September 30,
    2018   2017
 
 
 
 
 
 
 
Average
Balance
   
 
 
  Interest
and
Dividends
   
 
 
 
Yield/
Cost (1)
   
 
 
 
Average
Balance
   
 
 
  Interest
and
Dividends
   
 
 
 
Yield/
Cost (1)
 
Assets:                        
Interest-Earning Assets:                                                
Loans, Net   $ 825,781     $ 27,374       4.43 %   $ 673,922     $ 21,896       4.34 %
Investment Securities                                                
Taxable     139,456       2,624       2.51       79,432       1,133       1.90  
Exempt From Federal Tax     44,097       1,054       3.19       36,177       987       3.64  
Other Interest-Earning Assets     14,731       408       3.70       27,643       325       1.57  
Total Interest-Earning Assets     1,024,065       31,460       4.11       817,174       24,341       3.98  
Noninterest-Earning Assets     86,417                       58,709                  
Total Assets   $ 1,110,482                     $ 875,883                  
                                                 
Liabilities and Stockholders' equity:                                                
Interest-Bearing Liabilities:                                                
Interest-Bearing Demand Deposits   $ 162,210       412       0.34 %   $ 127,736       239       0.25 %
Savings     176,742       329       0.25       128,583       177       0.18  
Money Market     159,225       541       0.45       137,906       270       0.26  
Time Deposits     191,372       2,090       1.46       159,232       1,364       1.15  
Total Interest-Bearing Deposits     689,549       3,372       0.65       553,457       2,050       0.50  
                                                 
Borrowings     77,236       838       1.45       51,505       420       1.09  
Total Interest-Bearing Liabilities     766,785       4,210       0.73       604,962       2,470       0.55  
                                                 
Noninterest-Bearing Demand Deposits     224,883                       175,401                  
Other Liabilities     4,764                       3,822                  
Total Liabilities     996,432                       784,185                  
                                                 
Stockholders' Equity     114,050                       91,698                  
Total Liabilities and Stockholders' Equity   $ 1,110,482                     $ 875,883                  
                                                 
Net interest income           $ 27,250                     $ 21,871          
                                                 
Net Interest Rate Spread (2)                     3.38 %                     3.43 %
Net Interest-Earning Assets (3)   $ 257,280                     $ 212,212                  
Net Interest Margin (4)                     3.56                       3.58  
Return on Average Assets                     0.56                       0.85  
Return on Average Equity                     5.42                       8.12  
Average Equity to Average Assets                     10.27                       10.47  
Average Interest-Earning Assets to Average Interest-Bearing Liabilities                     133.55                       135.08  

 

(1) Annualized.

(2) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

 

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(3) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(4) Net interest margin represents net interest income divided by average total interest-earning assets. Interest income and yields are on a fully tax equivalent basis utilizing a marginal tax rate of 21% and 34% for the nine months ended September 30, 2018, and 2017, respectively.

 

Rate/Volume Analysis . The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. Tax-equivalent yield adjustments have been made for tax exempt loan and securities income utilizing a marginal federal income tax rate of 21% for 2018 and 34% for 2017. The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume. The total column represents the sum of the prior columns.

 

    (Dollars in thousands) (Unaudited)
    Nine Months Ended September 30, 2018
Compared To
Nine Months Ended September 30, 2017
    Increase (Decrease) Due to
    Volume   Rate   Total
             
Interest and Dividend Income:            
Loans, net   $ 5,015     $ 463     $ 5,478  
Investment Securities:                        
Taxable     1,046       445       1,491  
Exempt From Federal Tax     199       (132 )     67  
Other Interest-Earning Assets     (204 )     287       83  
Total Interest-Earning Assets     6,056       1,063       7,119  
                         
Interest Expense:                        
Deposits     617       705       1,322  
Borrowings     252       166       418  
Total Interest-Bearing Liabilities     869       871       1,740  
Change in Net Interest Income   $ 5,187     $ 192     $ 5,379  

 

Provision for Loan Losses. The provision for loan losses increased $1.1 million, to $2.1 million, for the nine months ended September 30, 2018, compared to $1.0 million of provision for loan losses for the nine months ended September 30, 2017, of which $250,000 was attributed to the FFCO acquired loan portfolio. Net charge-offs for the nine months ended September 30, 2018 were $1.6 million, which included $263,000 of net charge-offs on automobile loans, compared to net charge-offs of $721,000 for the nine months ended September 30, 2017, which included $435,000 of net charge-offs on automobile loans. The increase in net charge-offs for the current year was due to charge-offs of $1.2 million for three commercial and industrial relationships in the first quarter of 2018. The provision for loan losses was impacted in the current period by the recording of $2.1 million of provision for the originated loan portfolio due to the above-mentioned loan charge-offs and to appropriately reflect risk associated with the originated loan portfolio as of September 30, 2018. Additionally, this was due to growth in the loan portfolio and average loan balances, partially offset by improved credit metrics which had a positive impact on the qualitative factors within the allowance calculation. The acquired loan portfolio from the FWVB merger recorded an approximate credit mark of $1.3 million. Management analyzes the loan portfolio on a quarterly basis to determine the adequacy of the allowance for loan losses and credit mark on acquired loan portfolios, with the possible need for additional provisions for loan losses.

 

Noninterest Income . Noninterest income increased $439,000, or 7.5%, to $6.3 million for the nine months ended September 30, 2018 compared to $5.9 million at September 30, 2017. There was an increase of $487,000 for other commissions due to insurance proceeds recognized by a claim on a bank-owned life insurance policy due to the death of a former officer of the Bank, current year recognition of an ARC loan referral fee and liquidation of a partnership interest in the West Virginia Bankers Title Company, an item that was acquired in the FWVB merger. Service fees on deposit accounts increased $337,000 primarily due to increased ATM fees due to an increased volume of customer transactions and check card fees related to the FWVB merger. There was a $45,000 increase in insurance commissions from Exchange Underwriters mainly due to the EU – Beynon merger in the current period. There was a decrease in the net gains on sales of residential mortgage loans of $283,000. The decrease in gains was primarily due to a decrease in the number of loans originated and subsequently sold to the FHLB as part of the MPF® program and an increase in mortgage rates. Net gains on the sales of investments decreased $132,000 due to the sale of equity securities in the prior period. Net gains on disposal of fixed assets decreased $74,000 due to the write-off of the leasehold improvements of the former Washington Business Center.

 

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Noninterest Expense. Noninterest expense increased $7.1 million, or 38.6%, to $25.5 million for the nine months ended September 30, 2018 compared to $18.4 million for the nine months ended September 30, 2017. Salaries and employee benefits increased $2.8 million, primarily due to additional employees, salary increases, and retirement benefits as a direct result of the FWVB merger, increased incentive compensation accruals due to the loan origination semi-annual bonus matrix, employee group health insurance and employee stock options. Merger-related expenses increased $854,000 due to the FWVB merger. CDI amortization increased $585,000 due to the CDI recorded for the FWVB merger. Other noninterest expense increased $792,000 primarily due to office supplies, telephone, loan expenses, travel and meals and entertainment. Equipment and occupancy increased $540,000 and $535,000, respectively, primarily due to equipment purchases and new maintenance contracts related to the FWVB merger and the BPMCC. Other real estate owned expense increased $380,000 mainly due to the prior year resolution of loan collection efforts through the sale of a mineral rights interest for $186,000, bankruptcy court settlement for $86,000 and mortgage insurance proceeds for $85,000. Legal and professional fees increased $132,000 due to increased consultation fees in connection with Exchange Underwriters. FDIC assessment fees increased $94,000 due to an assessment factor increase by the FDIC in the computation of the insurance assessment and average asset growth related to the FWVB merger. Advertising increased $83,000 related to increases in print/media advertising and promotional items to promote the FWVB merger.

 

Income Tax Expense. Income taxes decreased $1.4 million to $977,000 for the nine months ended September 30, 2018 compared to $2.3 million for the nine months ended September 30, 2017. The effective tax rate for the nine months ended September 30, 2018 was 17.4% compared to 29.6% for the nine months ended September 30, 2017. The decrease in income taxes was primarily due to a decrease of $2.3 million in pre-tax income. The expected effective tax rate for the current year 2018, is 16.9%, which was calculated by excluding the one-time income on a bank-owned life insurance claim of approximately $421,000, which represents a discrete tax item for the first quarter of 2018. The decrease in income taxes was mitigated by the enactment of the Tax Cuts and Jobs Act of 2017, which reduced the statutory federal corporate income tax rate from 34% to 21% effective January 1, 2018.

 

Off-Balance Sheet Arrangements.

 

Other than loan commitments and standby and performance letters of credit, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a significant current or future effect on our financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. Refer to Note 10 in the Notes to Consolidated Financial Statements for a summary of commitments outstanding as of September 30, 2018.

 

Liquidity and Capital Management

 

Liquidity. Liquidity is the ability to meet current and future financial obligations of a short-term nature. The Company’s primary sources of funds consist of deposit inflows, loan repayments and maturities, calls and sales of securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

 

The Company regularly adjusts its investments in liquid assets based upon its assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and securities, and the objectives of its asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits with other banks and short- and intermediate-term securities. The Company believes that it had sufficient liquidity at September 30, 2018 to satisfy its short- and long-term liquidity needs.

 

The Company’s most liquid assets are cash and due from banks, which totaled $46.0 million at September 30, 2018. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. Unpledged securities, which provide an additional source of liquidity, totaled $88.4 million at September 30, 2018. In addition, at September 30, 2018, the Company had the ability to borrow up to $373.0 million from the FHLB of Pittsburgh, of which $30.8 million was utilized toward standby letters of credit. The Company also has the ability to borrow up to $108.0 million from the FRB through its Borrower-In-Custody line of credit agreement and the Company also maintains multiple line of credit arrangements with various unaffiliated banks totaling $60.0 million and $40.0 million as of September 30, 2018, and December 31, 2017, respectively. There was a total increase of $20.0 million in multiple line of credit agreements due to the FWVB merger.

 

48

 

At September 30, 2018, time deposits due within one year of that date totaled $104.4 million, or 50.1% of total time deposits. If these time deposits do not remain with the Company, the Company will be required to seek other sources of funds. Depending on market conditions, the Company may be required to pay higher rates on such deposits or other borrowings than it currently pays on these certificates of deposit. The Company believes, however, based on past experience that a significant portion of its certificates of deposit will remain with it, either as certificates of deposit or as other deposit products. The Company has the ability to attract and retain deposits by adjusting the interest rates offered.

 

CB Financial is a separate legal entity from the Bank and must provide for its own liquidity to pay any dividends to its shareholders and for other corporate purposes. Its primary source of liquidity is dividend payments it receives from the Bank. The Bank’s ability to pay dividends to CB Financial is subject to regulatory limitations. At September 30, 2018, CB Financial (on an unconsolidated, stand-alone basis) had liquid assets of $2.6 million.

 

We are committed to maintaining a strong liquidity position; therefore, we monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. The marginal cost of new funding, however, whether from deposits or borrowings from the FHLB, will be carefully considered as we monitor our liquidity needs. Therefore, in order to minimize our cost of funds, we may consider additional borrowings from the FHLB in the future.

 

Capital Management. The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, each must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

 

Under the Regulatory Capital Rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer comprised of common equity Tier I capital above its minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets. The capital conservation buffer, which is composed of common equity Tier I capital, began on January 1, 2016 at the 0.625% level and will be phased in over a three year period (increasing by that amount on each January 1, until it reaches 2.5% on January 1, 2019).

 

At September 30, 2018 and December 31, 2017, the Company was categorized as well capitalized under the regulatory framework for prompt corrective action. The following table presents the Bank’s regulatory capital amounts and ratios, as well as the minimum amounts and ratios required to be well capitalized as of the dates indicated.

 

49

 

 

    (Dollars in thousands)
    September 30, 2018   December 31, 2017
    Amount   Ratio   Amount   Ratio
Common Equity Tier 1 (to risk weighted assets)                
Actual   $ 95,054       11.34 %   $ 84,599       12.22 %
For Capital Adequacy Purposes     37,711       4.50       31,159       4.50  
To Be Well Capitalized     54,471       6.50       45,008       6.50  
                                 
Tier 1 Capital (to risk weighted assets)                                
Actual     95,054       11.34       84,599       12.22  
For Capital Adequacy Purposes     50,281       6.00       41,546       6.00  
To Be Well Capitalized     67,041       8.00       55,395       8.00  
                                 
Total Capital (to risk weighted assets)                                
Actual     104,339       12.45       93,257       13.47  
For Capital Adequacy Purposes     67,041       8.00       55,395       8.00  
To Be Well Capitalized     83,802       10.00       69,243       10.00  
                                 
Tier 1 Leverage (to adjusted total assets)                                
Actual     95,054       7.93       84,599       9.27  
For Capital Adequacy Purposes     47,931       4.00       36,492       4.00  
To Be Well Capitalized     59,914       5.00       45,616       5.00  

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk.

 

The Company believes that as of September 30, 2018, there was no material change in the quantitative and qualitative disclosure about market risk data as of December 31, 2017, as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

 

Item 4. Controls and Procedures.

 

CB Financial’s management, including CB Financial’s principal executive officer and principal financial officer, have evaluated the effectiveness of CB Financial’s “disclosure controls and procedures” as such term is defined in Rule 13a-15(c) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, CB Financial’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that CB Financial files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to CB Financial’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.

 

There have been no changes in CB Financial’s internal control over financial reporting during the quarter ended September 30, 2018, that have materially affected, or are reasonably likely to materially affect, CB Financial’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

Periodically, there have been various claims and lawsuits against us, such as claims to enforce liens, claims seeking damages for improper collection procedures or misrepresentations, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our business. We are not a party to any other pending legal proceedings that we believe would have a material adverse effect on our financial condition, results of operations or cash flows.

 

50

 

 

Item 1A. Risk Factors.

 

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

 

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

 

Not applicable.

 

Item 3. Defaults Upon Senior Securities.

 

Not applicable.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits

 

 

  3.1 Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-4 filed on September 13, 2014 (File No. 333-196749))
  3.2 Bylaws (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-4 filed on September 13, 2014 (File No. 333-196749))
  31.1 Rule 13a-14(a) / 15d-14(a) Certification (Chief Executive Officer)
  31.2 Rule 13a-14(a) / 15d-14(a) Certification (Chief Financial Officer)
  32.1 Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002
  32.2 Chief Financial Officer Certification pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  101.0 The following materials for the quarter ended September 30, 2018, formatted in XBRL (Extensible Business Reporting Language); (i) the Consolidated Statement of Financial Condition, (ii) the Consolidated Statement of Operations, (iii) the Consolidated Statement of Comprehensive Income, (iv) the Consolidated Statement of Stockholders’ Equity, (v) the Consolidated Statement of Cash Flows and (vi) the Notes to the Unaudited Consolidated Financial Statements

 

51

 

SIGNATURES

 

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

 

      CB FINANCIAL SERVICES, INC.
      (Registrant)
       
Date:   November 9, 2018   /s/ Patrick G. O’Brien.
      Patrick G. O’Brien
      President and Chief Executive Officer
       
Date:   November 9, 2018   /s/ Kevin D. Lemley
      Kevin D. Lemley
      Executive Vice President and Chief Financial Officer
      (Principal Financial Officer and Chief Accounting Officer)

 

 

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