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 June 30, 2019

 

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)  

 

Securities registered pursuant to Section 12(b) of the Act:

 

Common stock, par value $0.4167 per share   CBFV   The Nasdaq Stock Market, LLC
(Title of each class)   (Trading symbol)   (Name of each exchange on which registered)

 

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 August 2, 2019, the number of shares outstanding of the Registrant’s Common Stock was 5,433,489.

 

 

 

 

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. 37
Item 3. Quantitative and Qualitative Disclosure about Market Risk. 48
Item 4. Controls and Procedures. 48
PART II - OTHER INFORMATION  
Item 1. Legal Proceedings. 50
Item 1A. Risk Factors. 50
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds. 50
Item 3.  Defaults Upon Senior Securities. 50
Item 4. Mine Safety Disclosures. 50
Item 5. Other Information. 50
Item 6. Exhibits 50
SIGNATURES 51

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

 

    (Unaudited)    
    June 30,   December 31,
(Dollars in thousands, except share data)   2019   2018
         
ASSETS                
Cash and Due From Banks:                
Interest Bearing   $ 21,490     $ 36,736  
Non-Interest Bearing     22,884       16,617  
Total Cash and Due From Banks     44,374       53,353  
                 
Investment Securities:                
Available-for-Sale     236,004       225,409  
Loans, Net     926,197       903,314  
Premises and Equipment, Net     22,858       23,448  
Bank-Owned Life Insurance     23,188       22,922  
Goodwill     28,425       28,425  
Core Deposit Intangible, Net     9,964       10,934  
Accrued Interest and Other Assets     14,178       13,496  
TOTAL ASSETS   $ 1,305,188     $ 1,281,301  
                 
LIABILITIES                
Deposits:                
Demand Deposits   $ 273,175     $ 253,201  
NOW Accounts     214,157       218,687  
Money Market Accounts     175,760       187,627  
Savings Accounts     218,369       209,985  
Time Deposits     221,524       214,891  
Brokered Deposits     4,118       2,267  
Total Deposits     1,107,103       1,086,658  
                 
Short-Term Borrowings     27,730       30,979  
Other Borrowed Funds     17,000       20,000  
Accrued Interest and Other Liabilities     7,848       6,039  
TOTAL LIABILITIES     1,159,681       1,143,676  
                 
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 Shares Issued and 5,433,489 and 5,432,289 Shares Outstanding at June 30, 2019 and December 31, 2018, Respectively     2,367       2,367  
Capital Surplus     83,380       83,225  
Retained Earnings     61,140       57,843  
Treasury Stock, at Cost (247,504 and 248,704 Shares at June 30, 2019 and December 31, 2018, Respectively)     (4,350 )     (4,370 )
Accumulated Other Comprehensive Income (Loss)     2,970       (1,440 )
TOTAL STOCKHOLDERS' EQUITY     145,507       137,625  
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 1,305,188     $ 1,281,301  

 

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

  1  

 

CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

 

    Three Months Ended   Six Months Ended
    June 30,   June 30,
(Dollars in thousands, except share and per share data)   2019   2018   2019   2018
                 
INTEREST AND DIVIDEND INCOME                                
Loans, Including Fees   $ 10,673     $ 9,257     $ 21,106     $ 17,228  
Federal Funds Sold     165       54       279       60  
Investment Securities:                                
Taxable     1,390       988       2,654       1,422  
Exempt From Federal Income Tax     232       303       513       539  
Other Interest and Dividend Income     209       88       413       148  
TOTAL INTEREST AND DIVIDEND INCOME     12,669       10,690       24,965       19,397  
                                 
INTEREST EXPENSE                                
Deposits     1,824       1,186       3,543       1,974  
Federal Funds Purchased     -       -       -       1  
Short-Term Borrowings     50       208       96       405  
Other Borrowed Funds     90       123       187       236  
TOTAL INTEREST EXPENSE     1,964       1,517       3,826       2,616  
                                 
NET INTEREST INCOME     10,705       9,173       21,139       16,781  
Provision For Loan Losses     350       600       375       2,100  
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES     10,355       8,573       20,764       14,681  
                                 
NONINTEREST INCOME                                
Service Fees on Deposit Accounts     798       719       1,551       1,310  
Insurance Commissions     1,083       880       2,234       1,811  
Other Commissions     131       263       289       696  
Net Gains on Sales of Loans     50       46       142       54  
Net Gain (Loss) on Sales of Investments     7       -       (53 )     -  
Fair Value of Equity Securities     109       44       129       19  
Net Gains on Purchased Tax Credits     9       11       18       22  
Net Gain on Disposal of Fixed Assets     8       -       2       -  
Income from Bank-Owned Life Insurance     134       127       266       235  
Other     70       35       136       64  
TOTAL NONINTEREST INCOME     2,399       2,125       4,714       4,211  
                                 
NONINTEREST EXPENSE                                
Salaries and Employee Benefits     4,708       4,865       9,643       8,560  
Occupancy     663       788       1,422       1,358  
Equipment     665       632       1,369       1,130  
FDIC Assessment     175       158       363       294  
PA Shares Tax     249       197       517       396  
Contracted Services     361       171       633       310  
Legal and Professional Fees     160       145       341       285  
Advertising     259       211       407       342  
Bankcard Processing Expense     230       139       427       268  
Other Real Estate Owned (Income)     (31 )     (19 )     (94 )     (12 )
Amortization of Core Deposit Intangible     485       400       970       534  
Merger-Related     -       769       -       793  
Other     1,107       1,038       2,114       1,903  
TOTAL NONINTEREST EXPENSE     9,031       9,494       18,112       16,161  
                                 
Income Before Income Taxes     3,723       1,204       7,366       2,731  
Income Taxes     744       234       1,462       401  
NET INCOME   $ 2,979     $ 970     $ 5,904     $ 2,330  
                                 
EARNINGS PER SHARE                                
Basic   $ 0.55     $ 0.19     $ 1.09     $ 0.51  
Diluted     0.55       0.19       1.08       0.51  
                                 
WEIGHTED AVERAGE SHARES OUTSTANDING                                
Basic     5,433,537       5,000,209       5,433,198       4,550,580  
Diluted     5,444,824       5,061,788       5,448,040       4,601,134  

 

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

  2  

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

 

    Three Months Ended   Six Months Ended
    June 30,   June 30,
(Dollars in thousands)   2019   2018   2019   2018
                 
Net Income   $ 2,979     $ 970     $ 5,904     $ 2,330  
                                 
Other Comprehensive Income:                                
Unrealized Gains (Losses) on Available-for-Sale Securities Net of Income Tax Expense (Benefit) of $540 and ($31) for the Three Months Ended June 30, 2019 and 2018, Respectively, and $1,162 and ($409) for the Six Months Ended June 30, 2019 and 2018, Respectively     2,031       (70 )     4,368       (1,491 )
                                 
Reclassification Adjustment for (Gains) Losses on Securities: Included in Net Income, Net of Income Tax (Expense) Benefit of ($2) and $11 for the Three and Six Months Ended June 30, 2019, Respectively (1)       (5 )     -       42       -  
Other Comprehensive Income (Loss), Net of Income Tax Expense (Benefit)     2,026       (70 )     4,410       (1,491 )
Total Comprehensive Income   $ 5,005     $ 900     $ 10,314     $ 839  

 

(1) The gross amount of gains (losses) on securities of $7 and ($53) for the Three and Six Months Ended June 30, 2019, respectively are reported as Net Gain (Loss) on Sales of Investments on the Consolidated Statement of Income. The income tax expense (benefit) effect is included in Income Taxes on the Consolidated Statement of Income.

 

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

 

                        Accumulated    
                        Other   Total
    Shares   Common   Capital   Retained   Treasury   Comprehensive   Stockholders'
(Dollars in thousands, except share and per share data)   Issued   Stock   Surplus   Earnings   Stock   Loss   Equity
December 31, 2017     4,363,346     $ 1,818     $ 42,089     $ 55,280     $ (4,590 )   $ (1,341 )   $ 93,256  
Comprehensive Income:                                                        
Net Income     -       -       -       2,330       -       -       2,330  
Other Comprehensive Loss     -       -       -       -       -       (1,491 )     (1,491 )
Impact of change in method of accounting for marketable equity securities (1)     -       -       -       40       -       (40 )     -  
Issuance of Common Stock                                          
(net of issuance expenses of $515)     1,317,647       549       40,978       -       -       -       41,527  
Stock-Based Compensation Expense     -       -       239       -       -       -       239  
Exercise of Stock Options     -       -       5       -       208       -       213  
Treasury Stock Purchased, at cost (8,624 shares)     -       -       -       -       (298 )     -       (298 )
Dividends Paid ($0.44 Per Share)     -       -       -       (2,092 )     -       -       (2,092 )
June 30, 2018     5,680,993     $ 2,367     $ 83,311     $ 55,558     $ (4,680 )   $ (2,872 )   $ 133,684  

 

                        Accumulated    
                        Other   Total
    Shares   Common   Capital   Retained   Treasury   Comprehensive   Stockholders'
(Dollars in thousands, except share and per share data)   Issued   Stock   Surplus   Earnings   Stock   Income (Loss)   Equity
December 31, 2018     5,680,993     $ 2,367     $ 83,225     $ 57,843     $ (4,370 )   $ (1,440 )   $ 137,625  
Comprehensive Income:                                                        
Net Income     -       -       -       5,904       -       -       5,904  
Other Comprehensive Income     -       -       -       -       -       4,410       4,410  
Restricted Stock Awards Granted     -       -       (11 )     -       11       -       -  
Restricted Stock Awards Forfeited     -       -       8       -       (8 )     -       -  
Stock-Based Compensation Expense     -       -       153       -       -       -       153  
Exercise of Stock Options     -       -       5       -       36       -       41  
Treasury stock purchased, at cost (800 shares)     -       -       -       -       (19 )     -       (19 )
Dividends Paid ($0.48 Per Share)     -       -       -       (2,607 )     -       -       (2,607 )
June 30, 2019     5,680,993     $ 2,367     $ 83,380     $ 61,140     $ (4,350 )   $ 2,970     $ 145,507  

 

(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 statements

  3  

 

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

 

    Six Months Ended
    June 30,
(Dollars in thousands)   2019   2018
         
OPERATING ACTIVITIES                
Net Income   $ 5,904     $ 2,330  
Αdjustmеnts to Rеconcilе Net Income to Net Cash Provided By Operating Activities:                
Net Amortization on Investments     20       115  
Depreciation and Amortization     1,833       1,347  
Provision for Loan Losses     375       2,100  
Unrealized (Gain) Loss on Equity Securities     (129 )     (19 )
Gains on Purchased Tax Credits     (18 )     (22 )
Income from Bank-Owned Life Insurance     (266 )     (235 )
Proceeds From Mortgage Loans Sold     5,724       2,539  
Originations of Mortgage Loans for Sale     (5,582 )     (2,485 )
Gains on Sales of Loans     (142 )     (54 )
Losses on Sales of Investment Securities     53       -  
Gains on Sales of Other Real Estate Owned and Repossessed Assets     (94 )     (19 )
Noncash Expense for Stock-Based Compensation     153       239  
Increase in Accrued Interest Receivable     (343 )     (832 )
Net Gain on Disposal of Fixed Assets     (2 )     -  
Increase (Decrease) in Taxes Payable     536       (1,914 )
Increase in Accrued Interest Payable     293       106  
Net Payment of Federal/State Income Taxes     (1,365 )     (820 )
Other, Net     851       1,427  
NET CASH PROVIDED BY OPERATING ACTIVITIES     7,801       3,803  
                 
INVESTING ACTIVITIES                
Investment Securities Available for Sale:                
Proceeds From Principal Repayments and Maturities     15,703       4,823  
Purchases of Securities     (33,331 )     (1,069 )
Proceeds from Sales of Securities     12,672       80,314  
Net Increase in Loans     (23,397 )     (53,526 )
Purchase of Premises and Equipment     (54 )     (3,742 )
Asset Acquisition of a Customer List     (900 )     -  
Proceeds From a Claim on Bank-Owned Life Insurance     -       951  
Proceeds From Sales of Other Real Estate Owned and Repossessed Assets     773       214  
Decrease (Increase) in Restricted Equity Securities     143       (306 )
Net Cash Received from Acquisition     -       20,632  
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES     (28,391 )     48,291  
                 
FINANCING ACTIVITIES                
Net Increase (Decrease) in Deposits     20,445       (30,404 )
Net Decrease in Short-Term Borrowings     (3,249 )     (12,457 )
Principal Payments on Other Borrowed Funds     (3,000 )     (3,500 )
Cash Dividends Paid     (2,607 )     (2,092 )
Treasury Stock, Purchases at Cost     (19 )     (298 )
Exercise of Stock Options     41       213  
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES     11,611       (48,538 )
                 
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS     (8,979 )     3,556  
CASH AND DUE FROM BANKS AT BEGINNING OF YEAR     53,353       20,622  
CASH AND DUE FROM BANKS AT END OF PERIOD   $ 44,374     $ 24,178  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:                
Cash paid for:                
Interest on deposits and borrowings (including interest credited to deposit accounts of $3,543 and $1,974, respectively)   $ 3,532     $ 2,511  
Income taxes     1,365       820  
                 
Real estate acquired in settlement of loans     158       -  
SUPPLEMENTAL NONCASH DISCLOSURE:                
Right of use asset recognized     1,706       -  
Lease liability recognized     1,712       -  

 

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

  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 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, 2018. Interim results are not necessarily indicative of results for a full year.

 

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 twenty 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 a 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  

 

Recognition of Prior Period Errors

 

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 recognized 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 June 30, 2018. The impact of the correction of the error resulted in a decrease of $300,000 in income before income taxes and a decrease of $63,000 in income taxes. This resulted in a decrease of $237,000 (after-tax) in net income ($0.05 per share) for the six months ended June 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 six months ended June 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 and 2018 results.

 

In March 2019, the Company discovered an error in loan classifications within the commercial and industrial segment of the loan portfolio. The loan reclassifications were due to term loans and revolving lines of credit that were classified as commercial and industrial loans but were partially or primarily secured by commercial and residential real estate. The error resulted in loan reclassifications of $21.7 million from commercial and industrial segment to commercial real estate and residential real estate segments as of and for the year ended December 31, 2018. In addition, as a result of the loan segment reclassifications, the allocated components of the allowance for loan losses were adjusted to reflect the revised loan balances with the residual of $257,000 added to the unallocated component of the allowance for loan loss as of December 31, 2018. Management of the Company has evaluated the loan reclassification error and determined that, based on quantitative and qualitative analysis, this error was not material to the December 31, 2018 consolidated financial statements as presented.

 

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 adopted the provisions of ASU 2016-02 effective January 1, 2019, which increased assets and liabilities approximately $1.9 million at the time of adoption, as a result of reporting additional leases on the Company's consolidated statement of financial condition.

 

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 fiscal years beginning after December 15, 2018, and interim periods within those years. The Company adopted the provisions of ASU 2017-11 effective January 1, 2019 and the adoption did not have a material impact on the Company's consolidated financial condition or results of operations.

  6  

 

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 fiscal years beginning after December 15, 2018, and interim periods within those annual periods. The Company adopted the provisions of ASU 2017-08 effective January 1, 2019 and the adoption did not have a material impact on the Company's consolidated statement of 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 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, 2020, 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. In July 2019, the FASB tentatively decided to delay the required implementation date of ASU 2016-13 for smaller reporting companies. If the decision to delay the required implementation is finalized, the Company would be required to implement the ASU on January 1, 2023.

 

Note 2. Merger

 

Effective April 30, 2018, the Company merged with First West Virginia Bancorp, Inc. (“FWVB”), the holding company for Progressive Bank, N.A. (“PB”), a national association. 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 $1.2 million of cumulative merger-related expenses, of which $769,000 and $793,000, were recorded in the Consolidated Statement of Income for the three and six months ended June 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.

  7  

 

The assets acquired and liabilities assumed in the FWVB merger were recorded on the Company’s Consolidated Statement of Financial Condition at their estimated fair values as of April 30, 2018. Based on a purchase price allocation, the Company recorded $23.5 million in goodwill and $9.1 million in core deposit intangibles related to FWVB merger.

 

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

 

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

 

        Measurement    
Consideration Paid:   June 30, 2018   Period Adjustments   December 31, 2018
Cash Paid for Redemption of FWVB Common Stock   $ 9,801             $ 9,801  
CB Financial Common Stock Issued in                        
Exchange for FWVB Common Stock     41,527               41,527  
Total Consideration Paid     51,328       -       51,328  
                         
Assets Acquired:                        
Cash and Cash Equivalents     30,433               30,433  
Net Loans     95,456               95,456  
Investment Securities     187,628               187,628  
Premises and Equipment     13,047       (9,335 )     3,712  
Bank Owned Life Insurance     4,212               4,212  
Core Deposit Intangible     12,789       (3,662 )     9,127  
Deferred Tax Assets     (87 )     1,411       1,324  
Other Assets     3,030               3,030  
Total Assets Acquired     346,508       (11,586 )     334,922  
                         
Liabilities Assumed:                        
Deposits     281,620               281,620  
Borrowings     22,329               22,329  
Other Liabilities     3,117               3,117  
Total Liabilities Assumed     307,066       -       307,066  
Total Identifiable Net Assets     39,442       (11,586 )     27,856  
Goodwill Recognized   $ 11,886       11,586     $ 23,472  

 

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. For the six months ended June 30, 2019, the Company paid out $52,000 in severance cost according to the FWVB merger agreement. In accordance with the merger agreement and GAAP, the severance accrual that was remaining as of the one-year anniversary of the April 30, 2018 merger, would be reversed, and recorded as an offset to current period compensation expense. As of the three months ended June 30, 2019, $48,000 was offset against compensation expense.

 

  8  

 

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   Six Months Ended
    June 30,   June 30,
    2019   2018   2019   2018
Weighted-Average Common Shares Outstanding     5,680,993       5,266,714       5,680,993       4,817,525  
Average Treasury Stock Shares     (247,456 )     (266,505 )     (247,795 )     (266,945 )
Weighted-Average Common Shares and Common Stock Equivalents Used to Calculate Basic Earnings Per Share     5,433,537       5,000,209       5,433,198       4,550,580  
Additional Common Stock Equivalents (Stock Options and Restricted Stock) Used to Calculate Diluted Earnings Per Share     11,287       61,579       14,842       50,554  
Weighted-Average Common Shares and Common Stock Equivalents Used to Calculate Diluted Earnings Per Share     5,444,824       5,061,788       5,448,040       4,601,134  
                                 
Earnings per share:                                
Basic   $ 0.55     $ 0.19     $ 1.09     $ 0.51  
Diluted     0.55       0.19       1.08       0.51  

 

Note 4. Revenue Recognition from Contracts with Customers

 

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 ASC 606 that significantly affects the determination of the amount and timing of revenue from contracts with customers.

 

All the Company’s revenue from contracts with customers within the scope of ASC 606 is recognized as Non-Interest Income except for Other Real Estate Owned (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 periods indicated:

 

    (Dollars in thousands)
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2019   2018   2019   2018
                 
NONINTEREST INCOME                                
Service Fees on Deposit Accounts (a)   $ 798     $ 719     $ 1,551     $ 1,310  
Insurance Commissions     1,083       880       2,234       1,811  
Other Commissions (c)     131       263       289       696  
Net Gains on Sales of Loans (b)     50       46       142       54  
Net Gain (Loss) on Sales of Investments (b)     7       -       (53 )     -  
Fair Value of Equity Securities (b)     109       44       129       19  
Net Gains on Purchased Tax Credits (b)     9       11       18       22  
Net Gain on Disposal of Fixed Assets (b)     8       -       2       -  
Income from Bank-Owned Life Insurance (b)     134       127       266       235  
Other (b)     70       35       136       64  
Total non-interest income     2,399       2,125       4,714       4,211  
                                 
NONINTEREST EXPENSE                                
Other Real Estate Owned (Income)     (31 )     (19 )     (94 )     (12 )
Total non-interest expense     (31 )     (19 )     (94 )     (12 )
                                 
Net non-interest income   $ 2,430     $ 2,144     $ 4,808     $ 4,223  

 

(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, merchant service fees, check sales and safe deposit box rentals totaling $124,000 and $110,000 for the three months ended June 30, 2019 and 2018, and $254,000 and $209,000 for the six months ended June 30, 2019 and 2018, respectively, which are in the scope of ASC 606. The remaining balances of $7,000 and $36,000 for the three and six months ended June 30, 2019, respectively, represent income from other various commissions. The remaining balances of $152,000 and $487,000 for the three and six months ended June 30, 2018, respectively, mainly represents income derived from an assumable rate conversion (“ARC”) loan referral fee for the three and six months ended June 30, 2018, and a bank-owned life insurance policy claim for the six months ended June 30, 2018, which are all 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:

  9  

 

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.

 

Other Commissions : The Company earns other commissions; such as, wealth management referral fees, merchant service fees, check sales and safe 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. Merchant service fees are earned on customers who contract with the Company by utilizing credit card terminals issued and serviced by the Company. These fees are based on the volume and processing of card transactions accepted by customer businesses. 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. Safe deposit box rental income is recognized on a monthly basis, per each contract agreement with our customers. The safe 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 Other Real Estate Owned (“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. In addition, the Company occasionally will receive ownership in mineral rights with an OREO property. It has been the Company’s practice to retain ownership in the mineral rights and proceed to recognize the value of these rights to offset any potential loss exposure.

 

  10  

 

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)
    June 30, 2019
        Gross   Gross    
    Amortized   Unrealized   Unrealized   Fair
    Cost   Gains   Losses   Value
                 
U.S. Government Agencies   $ 83,545     $ 587     $ (162 )   $ 83,970  
Obligations of States and Political Subdivisions     28,775       760       (6 )     29,529  
Mortgage-Backed Securities - Government-Sponsored Enterprises     117,309       2,611       (34 )     119,886  
Equity Securities - Mutual Funds     1,000       5       (10 )     995  
Equity Securities - Other     1,534       129       (39 )     1,624  
Total   $ 232,163     $ 4,092     $ (251 )   $ 236,004  

 

    December 31, 2018
        Gross   Gross    
    Amortized   Unrealized   Unrealized   Fair
    Cost   Gains   Losses   Value
                 
U.S. Government Agencies   $ 82,506     $ 160     $ (2,087 )   $ 80,579  
Obligations of States and Political Subdivisions     44,737       230       (366 )     44,601  
Mortgage-Backed Securities - Government-Sponsored Enterprises     97,535       582       (346 )     97,771  
Equity Securities - Mutual Funds     1,000       -       (32 )     968  
Equity Securities - Other     1,502       92       (104 )     1,490  
Total   $ 227,280     $ 1,064     $ (2,935 )   $ 225,409  

 

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)
    June 30, 2019
    Less than 12 months   12 Months or Greater   Total
    Number       Gross   Number       Gross   Number       Gross
    of   Fair   Unrealized   of   Fair   Unrealized   of   Fair   Unrealized
    Securities   Value   Losses   Securities   Value   Losses   Securities   Value   Losses
U.S. Government Agencies     2     $ 5,965     $ (35 )     14     $ 38,372     $ (127 )     16     $ 44,337     $ (162 )
Obligations of States and Political Subdivisions     -       -       -       3       1,861       (6 )     3       1,861       (6 )
Mortgage-Backed Securities - Government Sponsored Enterprises     -       -       -       6       11,131       (34 )     6       11,131       (34 )
Equity Securities - Mutual Fund     -       -       -       1       489       (10 )     1       489       (10 )
Equity Securities - Other     7       590       (34 )     1       56       (5 )     8       646       (39 )
Total     9     $ 6,555     $ (69 )     25     $ 51,909     $ (182 )     34     $ 58,464     $ (251 )

 

  11  

 

    December 31, 2018
    Less than 12 months   12 Months or Greater   Total
    Number       Gross   Number       Gross   Number       Gross
    of   Fair   Unrealized   of   Fair   Unrealized   of   Fair   Unrealized
    Securities   Value   Losses   Securities   Value   Losses   Securities   Value   Losses
U.S. Government Agencies     -     $ -     $ -       23     $ 65,450     $ (2,087 )     23     $ 65,450     $ (2,087 )
Obligations of States and Political Subdivisions     24       13,212       (133 )     25       11,918       (233 )     49       25,130       (366 )
Mortgage-Backed Securities - Government Sponsored Enterprises     -       -       -       9       13,874       (346 )     9       13,874       (346 )
Equity Securities - Mutual Fund     2       968       (32 )     -       -       -       2       968       (32 )
Equity Securities - Other     7       592       (68 )     3       225       (36 )     10       817       (104 )
Total     33     $ 14,772     $ (233 )     60     $ 91,467     $ (2,702 )     93     $ 106,239     $ (2,935 )

 

For debt securities, the Company does not believe that any individual unrealized loss as of June 30, 2019 or December 31, 2018, 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 June 30, 2019 and December 31, 2018 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)
    June 30, 2019
    Available-for-Sale
    Amortized   Fair
    Cost   Value
Due in One Year or Less   $ 7,205     $ 7,217  
Due after One Year through Five Years     67,921       68,038  
Due after Five Years through Ten Years     40,535       41,481  
Due after Ten Years     116,502       119,268  
Total   $ 232,163     $ 236,004  

 

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.

  12  

 

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)
    June 30, 2019   December 31, 2018
    Amount   Percent   Amount   Percent
Originated Loans                                
Real Estate:                                
Residential   $ 246,963       32.7 %   $ 235,492       32.6 %
Commercial     247,671       32.7       229,455       31.8  
Construction     56,054       7.4       46,824       6.5  
Commercial and Industrial     79,040       10.4       78,466       10.9  
Consumer     114,897       15.2       119,731       16.6  
Other     12,242       1.6       11,623       1.6  
Total Originated Loans     756,867       100.0 %     721,591       100.0 %
Allowance for Loan Losses     (9,091 )             (8,942 )        
Loans, Net   $ 747,776             $ 712,649          
                                 
Loans Acquired at Fair Value                                
Real Estate:                                
Residential   $ 83,902       46.9 %   $ 91,277       47.8 %
Commercial     69,511       38.8       77,609       40.5  
Construction     4,361       2.4       2,000       1.0  
Commercial and Industrial     14,810       8.3       12,997       6.8  
Consumer     1,830       1.0       2,510       1.3  
Other     4,607       2.6       4,888       2.6  
Total Loans Acquired at Fair Value     179,021       100.0 %     191,281       100.0 %
Allowance for Loan Losses     (600 )             (616 )        
Loans, Net   $ 178,421             $ 190,665          
                                 
Total Loans                                
Real Estate:                                
Residential   $ 330,865       35.3 %   $ 326,769       35.9 %
Commercial     317,182       33.9       307,064       33.6  
Construction     60,415       6.5       48,824       5.3  
Commercial and Industrial     93,850       10       91,463       10.0  
Consumer     116,727       12.5       122,241       13.4  
Other     16,849       1.8       16,511       1.8  
Total Loans     935,888       100.0 %     912,872       100.0 %
Allowance for Loan Losses     (9,691 )             (9,558 )        
Loans, Net   $ 926,197             $ 903,314          

 

Total unamortized net deferred loan fees were $766,000 and $926,000 at June 30, 2019 and December 31, 2018, respectively.

 

Real estate loans serviced for others, which are not included in the Consolidated Statement of Financial Condition, totaled $101.4 million and $99.0 million at June 30, 2019 and December 31, 2018, respectively.

  13  

 

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 June 30, 2019 and December 31, 2018, there were no loans in the criticized category of Loss within the internal risk rating system.

 

    (Dollars in thousands)
    June 30, 2019
        Special            
    Pass   Mention   Substandard   Doubtful   Total
Originated Loans                                        
Real Estate:                                        
Residential   $ 245,071     $ 1,026     $ 866     $ -     $ 246,963  
Commercial     231,612       11,161       3,803       1,095       247,671  
Construction     55,759       -       295       -       56,054  
Commercial and Industrial     69,880       8,126       39       995       79,040  
Consumer     114,792       -       105       -       114,897  
Other     12,242       -       -       -       12,242  
Total Originated Loans   $ 729,356     $ 20,313     $ 5,108     $ 2,090     $ 756,867  
                                         
Loans Acquired at Fair Value                                        
Real Estate:                                        
Residential   $ 83,116     $ -     $ 786     $ -     $ 83,902  
Commercial     60,354       7,004       2,153       -       69,511  
Construction     4,361       -       -       -       4,361  
Commercial and Industrial     14,794       -       16       -       14,810  
Consumer     1,830       -       -       -       1,830  
Other     4,509       98       -       -       4,607  
Total Loans Acquired at Fair Value   $ 168,964     $ 7,102     $ 2,955     $ -     $ 179,021  
                                         
Total Loans                                        
Real Estate:                                        
Residential   $ 328,187     $ 1,026     $ 1,652     $ -     $ 330,865  
Commercial     291,966       18,165       5,956       1,095       317,182  
Construction     60,120       -       295       -       60,415  
Commercial and Industrial     84,674       8,126       55       995       93,850  
Consumer     116,622       -       105       -       116,727  
Other     16,751       98       -       -       16,849  
Total Loans   $ 898,320     $ 27,415     $ 8,063     $ 2,090     $ 935,888  

 

The increase of $4.7 million in the substandard loan category as of June 30, 2019 was mainly due to two commercial real estate relationships for $2.9 million and $1.7 million that were evaluated for impairment and were identified as having additional credit risk. The $2.9 million relationship has been assigned to a receiver to manage the property. The $1.7 million relationship paid current after quarter-end. Additionally, the loan is expected to be paid off without anticipated loss in the third quarter of 2019.

  14  

 

    December 31, 2018
        Special            
    Pass   Mention   Substandard   Doubtful   Total
Originated Loans                                        
Real Estate:                                        
Residential   $ 233,872     $ 1,071     $ 549     $ -     $ 235,492  
Commercial     222,279       5,301       704       1,171       229,455  
Construction     43,522       2,902       400       -       46,824  
Commercial and Industrial     68,553       8,618       228       1,067       78,466  
Consumer     119,648       -       83       -       119,731  
Other     11,623       -       -       -       11,623  
Total Originated Loans   $ 699,497     $ 17,892     $ 1,964     $ 2,238     $ 721,591  
                                         
Loans Acquired at Fair Value                                        
Real Estate:                                        
Residential   $ 89,490     $ 851     $ 936     $ -     $ 91,277  
Commercial     69,954       7,175       480       -       77,609  
Construction     2,000       -       -       -       2,000  
Commercial and Industrial     12,981       -       16       -       12,997  
Consumer     2,510       -       -       -       2,510  
Other     4,785       103       -       -       4,888  
Total Loans Acquired at Fair Value   $ 181,720     $ 8,129     $ 1,432     $ -     $ 191,281  
                                         
Total Loans                                        
Real Estate:                                        
Residential   $ 323,362     $ 1,922     $ 1,485     $ -     $ 326,769  
Commercial     292,233       12,476       1,184       1,171       307,064  
Construction     45,522       2,902       400       -       48,824  
Commercial and Industrial     81,534       8,618       244       1,067       91,463  
Consumer     122,158       -       83       -       122,241  
Other     16,408       103       -       -       16,511  
Total Loans   $ 881,217     $ 26,021     $ 3,396     $ 2,238     $ 912,872  

 

  15  

 

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)
    June 30, 2019
        30-59   60-89   90 Days            
    Loans   Days   Days   Or More   Total   Non-   Total
    Current   Past Due   Past Due   Past Due   Past Due   Accrual   Loans
Originated Loans                                                        
Real Estate:                                                        
Residential   $ 245,623     $ 229     $ 30     $ 20     $ 279     $ 1,061     $ 246,963  
Commercial     244,490       32       -       -       32       3,149       247,671  
Construction     56,054       -       -       -       -       -       56,054  
Commercial and Industrial     78,247       -       -       -       -       793       79,040  
Consumer     114,044       611       120       17       748       105       114,897  
Other     12,242       -       -       -       -       -       12,242  
Total Originated Loans   $ 750,700     $ 872     $ 150     $ 37     $ 1,059     $ 5,108     $ 756,867  
                                                         
Loans Acquired at Fair Value                                                        
Real Estate:                                                        
Residential   $ 82,696     $ 43     $ -     $ -     $ 43     $ 1,163     $ 83,902  
Commercial     67,867       -       -       1,644       1,644       -       69,511  
Construction     4,361       -       -       -       -       -       4,361  
Commercial and Industrial     14,725       69       -       -       69       16       14,810  
Consumer     1,830       -       -       -       -       -       1,830  
Other     4,607       -       -       -       -       -       4,607  
Total Loans Acquired at Fair Value   $ 176,086     $ 112     $ -     $ 1,644     $ 1,756     $ 1,179     $ 179,021  
                                                         
Total Loans                                                        
Real Estate:                                                        
Residential   $ 328,319     $ 272     $ 30     $ 20     $ 322     $ 2,224     $ 330,865  
Commercial     312,357       32       -       1,644       1,676       3,149       317,182  
Construction     60,415       -       -       -       -       -       60,415  
Commercial and Industrial     92,972       69       -       -       69       809       93,850  
Consumer     115,874       611       120       17       748       105       116,727  
Other     16,849       -       -       -       -       -       16,849  
Total Loans   $ 926,786     $ 984     $ 150     $ 1,681     $ 2,815     $ 6,287     $ 935,888  

 

  16  

 

    December 31, 2018
        30-59   60-89   90 Days            
    Loans   Days   Days   Or More   Total   Non-   Total
    Current   Past Due   Past Due   Past Due   Past Due   Accrual   Loans
Originated Loans                                                        
Real Estate:                                                        
Residential   $ 232,967     $ 1,374     $ 72     $ 324     $ 1,770     $ 755     $ 235,492  
Commercial     229,189       84       182       -       266       -       229,455  
Construction     46,824       -       -       -       -       -       46,824  
Commercial and Industrial     77,222       216       -       -       216       1,028       78,466  
Consumer     118,256       1,319       70       3       1,392       83       119,731  
Other     11,623       -       -       -       -       -       11,623  
Total Originated Loans   $ 716,081     $ 2,993     $ 324     $ 327     $ 3,644     $ 1,866     $ 721,591  
                                                         
Loans Acquired at Fair Value                                                        
Real Estate:                                                        
Residential   $ 89,405     $ 408     $ 65     $ -     $ 473     $ 1,399     $ 91,277  
Commercial     77,532       77       -       -       77       -       77,609  
Construction     2,000       -       -       -       -       -       2,000  
Commercial and Industrial     12,929       52       -       -       52       16       12,997  
Consumer     2,491       18       1       -       19       -       2,510  
Other     4,888       -       -       -       -       -       4,888  
Total Loans Acquired at Fair Value   $ 189,245     $ 555     $ 66     $ -     $ 621     $ 1,415     $ 191,281  
                                                         
Total Loans                                                        
Real Estate:                                                        
Residential   $ 322,372     $ 1,782     $ 137     $ 324     $ 2,243     $ 2,154     $ 326,769  
Commercial     306,721       161       182       -       343       -       307,064  
Construction     48,824       -       -       -       -       -       48,824  
Commercial and Industrial     90,151       268       -       -       268       1,044       91,463  
Consumer     120,747       1,337       71       3       1,411       83       122,241  
Other     16,511       -       -       -       -       -       16,511  
Total Loans   $ 905,326     $ 3,548     $ 390     $ 327     $ 4,265     $ 3,281     $ 912,872  

 

  17  

 

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)
    June 30,   December 31,
    2019   2018
Nonaccrual Loans:                
Originated Loans:                
Real Estate:                
Residential   $ 1,061     $ 755  
Commercial     3,149       -  
Commercial and Industrial     793       1,028  
Consumer     105       83  
Total Originated Nonaccrual Loans     5,108       1,866  
                 
Loans Acquired at Fair Value:                
Real Estate:                
Residential     1,163       1,399  
Commercial and Industrial     16       16  
Total Loans Acquired at Fair Value Nonaccrual Loans     1,179       1,415  
Total Nonaccrual Loans     6,287       3,281  
                 
Accruing Loans Past Due 90 Days or More:                
Originated Loans:                
Real Estate:                
Residential     20       324  
Consumer     17       3  
Total Originated Accruing Loans 90 Days or More Past Due     37       327  
                 
Loans Acquired at Fair Value:                
Real Estate:                
Commercial     1,644       -  
Total Loans Acquired at Fair Value Accruing Loans 90 Days or More Past Due     1,644       -  
Total Accruing Loans 90 Days or More Past Due     1,681       327  
Total Nonaccrual Loans and Accruing Loans 90 Days or More Past Due     7,968       3,608  
                 
Troubled Debt Restructurings, Accruing:                
Originated Loans:                
Real Estate - Residential     85       26  
Real Estate - Commercial     1,072       980  
Commercial and Industrial     113       154  
Total Originated Loans     1,270       1,160  
Loans Acquired at Fair Value:                
Real Estate - Residential     351       1,212  
Real Estate - Commercial     313       333  
Total Loans Acquired at Fair Value     664       1,545  
Total Troubled Debt Restructurings, Accruing     1,934       2,705  
                 
Total Nonperforming Loans     9,902       6,313  
                 
Real Estate Owned:                
Residential     158       46  
Commercial     174       871  
Total Real Estate Owned     332       917  
                 
Total Nonperforming Assets   $ 10,234     $ 7,230  
                 
Nonperforming Loans to Total Loans     1.06 %     0.69 %
Nonperforming Assets to Total Assets     0.78       0.56  

 

  18  

 

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 $962,000 and $1.4 million at June 30, 2019 and December 31, 2018, 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 $2.8 million and 12 loans totaling $3.6 million at June 30, 2019 and December 31, 2018, respectively. Originated loans classified as TDRs consisted of eight loans totaling $2.2 million and six loans totaling $2.1 million at June 30, 2019 and December 31, 2018, respectively. Loans acquired at fair value classified as TDRs consisted of five loans totaling $664,000 and six loans totaling $1.5 million at June 30, 2019 and December 31, 2018, respectively.

 

During the three months ended June 30, 2019, one originated commercial real estate loan modified terms in a TDR transaction.

 

For three months ended June 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. In addition, there was one acquired loan at fair value TDR from the FFCO merger for commercial real estate that paid off during the three months ended June 30, 2018.

 

During the six months ended June 30, 2019, one residential real estate loan previously identified as an acquired loan at fair value TDR paid off, and one originated residential real estate loan modified in a TDR transaction by extending the term of the loan.

 

For the six months ended June 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 paid off.

 

No TDRs subsequently defaulted during the three and six months ended June 30, 2019 and 2018, respectively.

 

 

 

 

 

 

 

  19  

 

The following table presents information at the time of modification related to loans modified in a TDR during the three months ended June 30, 2019 and 2018, and the six months ended June 30, 2019. There were no loans modified into a TDR transaction during the quarter-ended March 31, 2018.

 

    (Dollars in thousands)
    Three Months Ended June 30, 2019
        Pre-   Post-    
        Modification   Modification    
    Number   Outstanding   Outstanding    
    of   Recorded   Recorded   Related
    Contracts   Investment   Investment   Allowance
Originated Loans                                
Real Estate                                
Commercial     1     $ 114     $ 114     $ -  
Total     1     $ 114     $ 114     $ -  

 

    Three Months Ended June 30, 2018
        Pre-   Post-    
        Modification   Modification    
    Number   Outstanding   Outstanding    
    of   Recorded   Recorded   Related
    Contracts   Investment   Investment   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     $ -  

 

    Six Months Ended June 30, 2019
        Pre-   Post-    
        Modification   Modification    
    Number   Outstanding   Outstanding    
    of   Recorded   Recorded   Related
    Contracts   Investment   Investment   Allowance
Originated Loans                                
Real Estate                                
Residential     1     $ 61     $ 61     $ -  
Commercial     1       114       114       -  
Total     2     $ 175     $ 175     $ -  

 

  20  

 

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

 

    (Dollars in thousands)
    June 30, 2019
            Unpaid   Average   Interest
    Recorded   Related   Principal   Recorded   Income
    Investment   Allowance   Balance   Investment   Recognized
With No Related Allowance Recorded:                    
Originated Loans                                        
Real Estate:                                        
Residential   $ 146     $ -     $ 150     $ 153     $ 2  
Commercial     1,825       -       1,835       1,890       44  
Construction     296       -       296       362       11  
Commercial and Industrial     152       -       154       173       4  
Total With No Related Allowance Recorded   $ 2,419     $ -     $ 2,435     $ 2,578     $ 61  
                                         
Loans Acquired at Fair Value                                        
Real Estate:                                        
Residential   $ 351     $ -     $ 351     $ 355     $ 8  
Commercial     2,465       -       2,465       2,488       76  
Total With No Related Allowance Recorded   $ 2,816     $ -     $ 2,816     $ 2,843     $ 84  
                                         
Total Loans                                        
Real Estate:                                        
Residential   $ 497     $ -     $ 501     $ 508     $ 10  
Commercial     4,290       -       4,300       4,378       120  
Construction     296       -       296       362       11  
Commercial and Industrial     152       -       154       173       4  
Total With No Related Allowance Recorded   $ 5,235     $ -     $ 5,251     $ 5,421     $ 145  
                                         
With A Related Allowance Recorded:                                        
Originated Loans                                        
Real Estate:                                        
Commercial   $ 3,523     $ 656     $ 3,523     $ 3,528     $ 92  
Commercial and Industrial     995       764       1,123       1,147       31  
Total With A Related Allowance Recorded   $ 4,518     $ 1,420     $ 4,646     $ 4,675     $ 123  
                                         
Loans Acquired at Fair Value                                        
Real Estate:                                        
Commercial and Industrial   $ 16     $ 7     $ 16     $ 16     $ -  
Total With A Related Allowance Recorded   $ 16     $ 7     $ 16     $ 16     $ -  
                                         
Total Loans                                        
Real Estate:                                        
Commercial   $ 3,523     $ 656     $ 3,523     $ 3,528     $ 92  
Commercial and Industrial     1,011       771       1,139       1,163       31  
Total With A Related Allowance Recorded   $ 4,534     $ 1,427     $ 4,662     $ 4,691     $ 123  

 

  21  

 

    June 30, 2019 (cont.)
            Unpaid   Average   Interest
    Recorded   Related   Principal   Recorded   Income
    Investment   Allowance   Balance   Investment   Recognized
Total Impaired Loans:                                        
Originated Loans                                        
Real Estate:                                        
Residential   $ 146     $ -     $ 150     $ 153     $ 2  
Commercial     5,348       656       5,358       5,418       136  
Construction     296       -       296       362       11  
Commercial and Industrial     1,147       764       1,277       1,320       35  
Total Impaired Loans   $ 6,937     $ 1,420     $ 7,081     $ 7,253     $ 184  
                                         
Loans Acquired at Fair Value                                        
Real Estate:                                        
Residential   $ 351     $ -     $ 351     $ 355     $ 8  
Commercial     2,465       -       2,465       2,488       76  
Commercial and Industrial     16       7       16       16       -  
Total Impaired Loans   $ 2,832     $ 7     $ 2,832     $ 2,859     $ 84  
                                         
Total Loans                                        
Real Estate:                                        
Residential   $ 497     $ -     $ 501     $ 508     $ 10  
Commercial     7,813       656       7,823       7,906       212  
Construction     296       -       296       362       11  
Commercial and Industrial     1,163       771       1,293       1,336       35  
Total Impaired Loans   $ 9,769     $ 1,427     $ 9,913     $ 10,112     $ 268  

 

The increase of $1.9 million in impaired loans as of June 30, 2019 was mainly due to additional credit risk assessed on a commercial real estate relationship.

 

 

 

 

  22  

 

 

 

 

    December 31, 2018
            Unpaid   Average   Interest
    Recorded   Related   Principal   Recorded   Income
    Investment   Allowance   Balance   Investment   Recognized
With No Related Allowance Recorded:                                        
Originated Loans                                        
Real Estate:                                        
Residential   $ 71     $     $ 74     $ 82     $ 4  
Commercial     1,550             1,550       1,626       74  
Construction     400             400       466       25  
Commercial and Industrial     382             394       403       5  
Total With No Related Allowance Recorded   $ 2,403     $     $ 2,418     $ 2,577     $ 108  
                                         
Loans Acquired at Fair Value                                        
Real Estate:                                        
Residential   $ 1,212     $     $ 1,212     $ 1,234     $ 63  
Commercial     2,466             2,466       1,868       123  
Total With No Related Allowance Recorded   $ 3,678     $     $ 3,678     $ 3,102     $ 186  
                                         
Total Loans                                        
Real Estate:                                        
Residential   $ 1,283     $     $ 1,286     $ 1,316     $ 67  
Commercial     4,016             4,016       3,494       197  
Construction     400             400       466       25  
Commercial and Industrial     382             394       403       5  
Total With No Related Allowance Recorded   $ 6,081     $     $ 6,096     $ 5,679     $ 294  
                                         
With A Related Allowance Recorded:                                        
Originated Loans                                        
Real Estate:                                        
Commercial   $ 674     $ 211     $ 674     $ 716     $ 40  
Commercial and Industrial     1,066       787       1,171       1,193       63  
Total With A Related Allowance Recorded   $ 1,740     $ 998     $ 1,845     $ 1,909     $ 103  
                                         
Loans Acquired at Fair Value                                        
Real Estate:                                        
Commercial   $ 44     $ 8     $ 44     $ 29     $ 3  
Commercial and Industrial     16       6       16       16        
Total With A Related Allowance Recorded   $ 60     $ 14     $ 60     $ 45     $ 3  
                                         
Total Loans                                        
Real Estate:                                        
Commercial   $ 718     $ 219     $ 718     $ 745     $ 43  
Commercial and Industrial     1,082       793       1,187       1,209       63  
Total With A Related Allowance Recorded   $ 1,800     $ 1,012     $ 1,905     $ 1,954     $ 106  

 

  23  

 

 

    December 31, 2018 (cont.)
            Unpaid   Average   Interest
    Recorded   Related   Principal   Recorded   Income
    Investment   Allowance   Balance   Investment   Recognized
Total Impaired Loans                                        
Originated Loans                                        
Real Estate:                                        
Residential   $ 71     $     $ 74     $ 82     $ 4  
Commercial     2,224       211       2,224       2,342       114  
Construction     400             400       466       25  
Commercial and Industrial     1,448       787       1,565       1,596       68  
Total Impaired Loans   $ 4,143     $ 998     $ 4,263     $ 4,486     $ 211  
                                         
Loans Acquired at Fair Value                                        
Real Estate:                                        
Residential   $ 1,212     $     $ 1,212     $ 1,234     $ 63  
Commercial     2,510       8       2,510       1,897       126  
Commercial and Industrial     16       6       16       16        
Total Impaired Loans   $ 3,738     $ 14     $ 3,738     $ 3,147     $ 189  
                                         
Total Loans                                        
Real Estate:                                        
Residential   $ 1,283     $     $ 1,286     $ 1,316     $ 67  
Commercial     4,734       219       4,734       4,239       240  
Construction     400             400       466       25  
Commercial and Industrial     1,464       793       1,581       1,612       68  
Total Impaired Loans   $ 7,881     $ 1,012     $ 8,001     $ 7,633     $ 400  

 

 

 

 

 

 

  24  

 

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)
    June 30, 2019
    Real   Real   Real   Commercial                
    Estate   Estate   Estate   and                
    Residential   Commercial   Construction   Industrial   Consumer   Other   Unallocated   Total
Originated Loans                                                                
March 31, 2019   $ 1,154     $ 2,127     $ 500     $ 2,468     $ 1,733     $     $ 811     $ 8,793  
Charge-offs     (21 )                       (73 )                 (94 )
Recoveries     5       7             1       29                   42  
Provision     (42 )     866       (12 )     136       (189 )           (409 )     350  
June 30, 2019   $ 1,096     $ 3,000     $ 488     $ 2,605     $ 1,500     $     $ 402     $ 9,091  
                                                                 
Loans Acquired at Fair Value                                                                
March 31, 2019   $     $ 423     $     $ 85     $     $     $ 111     $ 619  
Charge-offs     (22 )                                         (22 )
Recoveries           1                   2                   3  
Provision     22       22             28       (2 )           (70 )      
June 30, 2019   $     $ 446     $     $ 113     $     $     $ 41     $ 600  
                                                                 
Total Allowance for Loan Losses                                                                
March 31, 2019   $ 1,154     $ 2,550     $ 500     $ 2,553     $ 1,733     $     $ 922     $ 9,412  
Charge-offs     (43 )                       (73 )                 (116 )
Recoveries     5       8             1       31                   45  
Provision     (20 )     888       (12 )     164       (191 )           (479 )     350  
June 30, 2019   $ 1,096     $ 3,446     $ 488     $ 2,718     $ 1,500     $     $ 443     $ 9,691  
                                                                 
Originated Loans                                                                
December 31, 2018   $ 1,050     $ 2,217     $ 395     $ 2,698     $ 2,027     $     $ 555     $ 8,942  
Charge-offs     (21 )                       (285 )                 (306 )
Recoveries     9       19             2       50                   80  
Provision     58       764       93       (95 )     (292 )           (153 )     375  
June 30, 2019   $ 1,096     $ 3,000     $ 488     $ 2,605     $ 1,500     $     $ 402     $ 9,091  
                                                                 
Loans Acquired at Fair Value                                                                
December 31, 2018   $     $ 476     $     $ 109     $     $     $ 31     $ 616  
Charge-offs     (22 )                       (1 )                 (23 )
Recoveries           2                   5                   7  
Provision     22       (32 )           4       (4 )           10        
June 30, 2019   $     $ 446     $     $ 113     $     $     $ 41     $ 600  
                                                                 
Total Allowance for Loan Losses                                                                
December 31, 2018   $ 1,050     $ 2,693     $ 395     $ 2,807     $ 2,027     $     $ 586     $ 9,558  
Charge-offs     (43 )                       (286 )                 (329 )
Recoveries     9       21             2       55                   87  
Provision     80       732       93       (91 )     (296 )           (143 )     375  
June 30, 2019   $ 1,096     $ 3,446     $ 488     $ 2,718     $ 1,500     $     $ 443     $ 9,691  

 

 

  25  

 

 

 

    June 30, 2019
    Real   Real   Real   Commercial                
    Estate   Estate   Estate   and                
    Residential   Commercial   Construction   Industrial   Consumer   Other   Unallocated   Total
Originated Loans                                                                
Individually Evaluated for Impairment   $     $ 656     $     $ 764     $     $     $     $ 1,420  
Collectively Evaluated for Potential Impairment   $ 1,096     $ 2,344     $ 488     $ 1,841     $ 1,500     $     $ 402     $ 7,671  
                                                                 
Loans Acquired at Fair Value                                                                
Individually Evaluated for Impairment   $     $     $     $ 7     $     $     $     $ 7  
Collectively Evaluated for Potential Impairment   $     $ 446     $     $ 106     $     $     $ 41     $ 593  
                                                                 
Total Allowance for Loan Losses                                                                
Individually Evaluated for Impairment   $     $ 656     $     $ 771     $     $     $     $ 1,427  
Collectively Evaluated for Potential Impairment   $ 1,096     $ 2,790     $ 488     $ 1,947     $ 1,500     $     $ 443     $ 8,264  

 

 

    December 31, 2018
    Real   Real   Real   Commercial                
    Estate   Estate   Estate   and                
    Residential   Commercial   Construction   Industrial   Consumer   Other   Unallocated   Total
Originated Loans                                                                
Individually Evaluated for Impairment   $     $ 211     $     $ 787     $     $     $     $ 998  
Collectively Evaluated for Potential Impairment   $ 1,050     $ 2,006     $ 395     $ 1,911     $ 2,027     $     $ 555     $ 7,944  
                                                                 
Loans Acquired at Fair Value                                                                
Individually Evaluated for Impairment   $     $ 8     $     $ 6     $     $     $     $ 14  
Collectively Evaluated for Potential Impairment   $     $ 468     $     $ 103     $     $     $ 31     $ 602  
                                                                 
Total Allowance for Loan Losses                                                                
Individually Evaluated for Impairment   $     $ 219     $     $ 793     $     $     $     $ 1,012  
Collectively Evaluated for Potential Impairment   $ 1,050     $ 2,474     $ 395     $ 2,014     $ 2,027     $     $ 586     $ 8,546  

 

 

 

  26  

 

 

    June 30, 2018
    Real   Real   Real   Commercial                
    Estate   Estate   Estate   and                
    Residential   Commercial   Construction   Industrial   Consumer   Other   Unallocated   Total
Originated Loans                                                                
March 31, 2018   $ 875     $ 2,206     $ 156     $ 2,771     $ 2,156     $     $ 36     $ 8,200  
Charge-offs                             (157 )                 (157 )
Recoveries     8       19             1       27                   55  
Provision     (20 )     86       103       27       104             300       600  
June 30, 2018   $ 863     $ 2,311     $ 259     $ 2,799     $ 2,130     $     $ 336     $ 8,698  
                                                                 
Loans Acquired at Fair Value                                                                
March 31, 2018   $     $ 487     $     $ 167     $     $     $ 42     $ 696  
Charge-offs     (32 )                                         (32 )
Recoveries     7       1                   1                   9  
Provision     25       5             (48 )     (1 )           19        
June 30, 2018   $     $ 493     $     $ 119     $     $     $ 61     $ 673  
                                                                 
Total Allowance for Loan Losses                                                                
March 31, 2018   $ 875     $ 2,693     $ 156     $ 2,938     $ 2,156     $     $ 78     $ 8,896  
Charge-offs     (32 )                       (157 )                 (189 )
Recoveries     15       20             1       28                   64  
Provision     5       91       103       (21 )     103             319       600  
June 30, 2018   $ 863     $ 2,804     $ 259     $ 2,918     $ 2,130     $     $ 397     $ 9,371  
                                                                 
Originated Loans                                                                
December 31, 2017   $ 891     $ 1,799     $ 276     $ 2,461     $ 2,358     $     $ 430     $ 8,215  
Charge-offs     (27 )                 (1,398 )     (298 )                 (1,723 )
Recoveries     12       19             3       72                   106  
Provision     (13 )     493       (17 )     1,733       (2 )           (94 )     2,100  
June 30, 2018   $ 863     $ 2,311     $ 259     $ 2,799     $ 2,130     $     $ 336     $ 8,698  
                                                                 
Loans Acquired at Fair Value                                                                
December 31, 2017   $     $ 490     $     $ 83     $     $     $ 8     $ 581  
Charge-offs     (32 )                                         (32 )
Recoveries     8       115                   1                   124  
Provision     24       (112 )           36       (1 )           53        
June 30, 2018   $     $ 493     $     $ 119     $     $     $ 61     $ 673  
                                                                 
Total Allowance for Loan Losses                                                                
December 31, 2017   $ 891     $ 2,289     $ 276     $ 2,544     $ 2,358     $     $ 438     $ 8,796  
Charge-offs     (59 )                 (1,398 )     (298 )                 (1,755 )
Recoveries     20       134             3       73                   230  
Provision     11       381       (17 )     1,769       (3 )           (41 )     2,100  
June 30, 2018   $ 863     $ 2,804     $ 259     $ 2,918     $ 2,130     $     $ 397     $ 9,371  

 

    June 30, 2018
    Real   Real   Real   Commercial                
    Estate   Estate   Estate   and                
    Residential   Commercial   Construction   Industrial   Consumer   Other   Unallocated   Total
Originated Loans                                                                
Individually Evaluated for Impairment   $     $ 351     $     $ 1,264     $     $     $     $ 1,615  
Collectively Evaluated for Potential Impairment   $ 863     $ 1,960     $ 259     $ 1,535     $ 2,130     $     $ 336     $ 7,083  
                                                                 
Loans Acquired at Fair Value                                                                
Individually Evaluated for Impairment   $     $     $     $ 3     $     $     $     $ 3  
Collectively Evaluated for Potential Impairment   $     $ 493     $     $ 116     $     $     $ 61     $ 670  
                                                                 
Total Allowance for Loan Losses                                                                
Individually Evaluated for Impairment   $     $ 351     $     $ 1,267     $     $     $     $ 1,618  
Collectively Evaluated for Potential Impairment   $ 863     $ 2,453     $ 259     $ 1,651     $ 2,130     $     $ 397     $ 7,753  

 

  27  

 

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, 2018   $ 1,912  
Accretable Yield     (138 )
Balance at June 30, 2019   $ 1,774  

 

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)
    June 30, 2019
    Real   Real   Real   Commercial            
    Estate   Estate   Estate   and            
    Residential   Commercial   Construction   Industrial   Consumer   Other   Total
Originated Loans                                                        
Individually Evaluated for Impairment   $ 146     $ 5,348     $ 296     $ 1,147     $     $     $ 6,937  
Collectively Evaluated for Potential Impairment     246,817       242,323       55,758       77,893       114,897       12,242       749,930  
    $ 246,963     $ 247,671     $ 56,054     $ 79,040     $ 114,897     $ 12,242     $ 756,867  
                                                         
Loans Acquired at Fair Value                                                        
Individually Evaluated for Impairment   $ 351     $ 2,465     $     $ 16     $     $     $ 2,832  
Collectively Evaluated for Potential Impairment     83,551       67,046       4,361       14,794       1,830       4,607       176,189  
    $ 83,902     $ 69,511     $ 4,361     $ 14,810     $ 1,830     $ 4,607     $ 179,021  
                                                         
Total Loans                                                        
Individually Evaluated for Impairment   $ 497     $ 7,813     $ 296     $ 1,163     $     $     $ 9,769  
Collectively Evaluated for Potential Impairment     330,368       309,369       60,119       92,687       116,727       16,849       926,119  
    $ 330,865     $ 317,182     $ 60,415     $ 93,850     $ 116,727     $ 16,849     $ 935,888  

 

    December 31, 2018
    Real   Real   Real   Commercial            
    Estate   Estate   Estate   and            
    Residential   Commercial   Construction   Industrial   Consumer   Other   Total
Originated Loans                                                        
Individually Evaluated for Impairment   $ 71     $ 2,224     $ 400     $ 1,448     $     $     $ 4,143  
Collectively Evaluated for Potential Impairment     235,421       227,231       46,424       77,018       119,731       11,623       717,448  
    $ 235,492     $ 229,455     $ 46,824     $ 78,466     $ 119,731     $ 11,623     $ 721,591  
                                                         
Loans Acquired at Fair Value                                                        
Individually Evaluated for Impairment   $ 1,212     $ 2,510     $     $ 16     $     $     $ 3,738  
Collectively Evaluated for Potential Impairment     90,065       75,099       2,000       12,981       2,510       4,888       187,543  
    $ 91,277     $ 77,609     $ 2,000     $ 12,997     $ 2,510     $ 4,888     $ 191,281  
                                                         
Total Loans                                                        
Individually Evaluated for Impairment   $ 1,283     $ 4,734     $ 400     $ 1,464     $     $     $ 7,881  
Collectively Evaluated for Potential Impairment     325,486       302,330       48,424       89,999       122,241       16,511       904,991  
    $ 326,769     $ 307,064     $ 48,824     $ 91,463     $ 122,241     $ 16,511     $ 912,872  

 

  28  

 

Note 7. Leases

 

The Company evaluates all contracts at commencement to determine if a lease is present. The Company adopted ASC 842 using the prospective method approach to all identified lease contracts or agreements, which permits us not to restate comparative periods. The current period adoption also recognized the use of several practical measures that permitted the Company not to reevaluate prior assumptions regarding the identification and classification of leases. In accordance with ASC 842, leases are defined as either operating or finance leases.

 

The Company identified 12 lease contracts as of ASC 842 adoption date, January 1, 2019. All lease contracts were classified as operating leases and created operating right-of-use (“ROU”) assets and corresponding lease liabilities on the balance sheet. The leases are ROU assets of land and building for branch and loan production locations. These ROU assets are reported on the accrued interest and other assets line and the related lease liabilities on the accrued interest and other liabilities line on the Statement of Financial Condition.

 

The following tables present the ROU assets, lease expense, weighted average term, discount rate and maturity analysis of lease liabilities for operating leases for the periods indicated.

 

    Three Months Ended   Six Months Ended
(dollars in thousands, except weighted-averages)   June 30, 2019   June 30, 2019
Operating Lease Expense   $ 122     $ 230  
                 
Operating Leases                
ROU Assets       $ 1,499  
Operating Cash Flows           207  
                 
Weighted Average Lease Term                
Operating Leases           6.95  
                 
Weighted Average Discount Rate                
Operating Leases         2.86 %

 

    Six Months Ended
(dollars in thousands)   June 30, 2019
Maturity Analysis    
2019   $ 456  
2020     358  
2021     251  
2022     123  
2023     57  
2024 and thereafter     431  
Total   $ 1,676  
Less: Present Value Discount     171  
Lease Liabilities   $ 1,505  

 

  29  

 

Note 8. Deposits

 

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

 

    June 30,
Maturity Period:   2019
One Year or Less   $ 89,955  
Over One Through Two Years     55,169  
Over Two Through Three Years     19,094  
Over Three Through Four Years     43,161  
Over Four Through Five Years     8,789  
Over Five Years     5,356  
Total   $ 221,524  

 

The balance in time deposits that meet or exceed the FDIC insurance limit of $250,000 totaled $71.4 million and $68.0 million as of June 30, 2019 and December 31, 2018, respectively.

 

Note 9. Short-Term Borrowings

 

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

 

    (Dollars in thousands)
    June 30, 2019   December 31, 2018
        Weighted       Weighted
        Average       Average
    Amount   Rate   Amount   Rate
Short-term Borrowings                                
Federal Funds Purchased:                                
Average Balance Outstanding During the Period   $       %   $ 37       2.70 %
Maximum Amount Outstanding at any Month End                   1,500          
                                 
FHLB Borrowings:                                
Balance at Period End                        
Average Balance Outstanding During the Period                 19,726       1.86  
Maximum Amount Outstanding at any Month End                   98,960          
                                 
Securities Sold Under Agreements to Repurchase:                                
Balance at Period End     27,730       0.57       30,979       0.54  
Average Balance Outstanding During the Period     31,377       0.61       29,300       0.53  
Maximum Amount Outstanding at any Month End     34,197               35,661          
                                 
Securities Collaterizing the Agreements at Period-End:                                
Carrying Value     47,158               48,131          
Market Value     47,417               47,083          

 

  30  

 

Note 10. 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)
    June 30, 2019   December 31, 2018
        Weighted       Weighted
        Average       Average
    Amount   Rate   Amount   Rate
Due in One Year   $ 6,000       1.88 %   $ 6,000       1.78 %
Due After One Year to Two Years     5,000       2.09       6,000       1.97  
Due After Two Years to Three Years     3,000       2.23       5,000       2.18  
Due After Three Years to Four Years     3,000       2.41       3,000       2.41  
Total   $ 17,000       2.09     $ 20,000       2.03  

 

As of June 30, 2019, the Company maintained a credit arrangement with a maximum borrowing limit of approximately $358.1 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 as of June 30, 2019 and December 31, 2018, respectively, of which, there was no outstanding balance as of June 30, 2019 and December 31, 2018.

 

The Company maintains a Borrower-In-Custody of Collateral line of credit agreement with the Federal Reserve Bank (“FRB”) for $101.6 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 as of June 30, 2019, and December 31, 2018, respectively. As of June 30, 2019, and December 31, 2018, no draws had been taken on these facilities.

 

Note 11. 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 Consolidated 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.

  31  

 

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)
    June 30,   December 31,
    2019   2018
Standby Letters of Credit   $ 35,620     $ 37,559  
Performance Letters of Credit     3,213       3,544  
Commitments to Extend Credit     2,855       2,783  
Construction Mortgages     61,371       56,691  
Personal Lines of Credit     6,615       6,186  
Overdraft Protection Lines     6,316       6,140  
Home Equity Lines of Credit     21,330       21,520  
Commercial Lines of Credit     85,426       74,602  
    $ 222,746     $ 209,025  

 

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 12. 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.

  32  

 

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 six months ended June 30, 2019 or year ended December 31, 2018.

 

        (Dollars in thousands)
    Fair Value   June 30,   December 31,
    Hierarchy   2019   2018
Available for Sales Securities:                    
U.S. Government Agencies   Level II   $ 83,970     $ 80,579  
Obligations of States and Political Subdivisions   Level II     29,529       44,601  
Mortgage-Backed Securities - Government-Sponsored Enterprises   Level II     119,886       97,771  
Equity Securities - Mutual Funds   Level I     995       968  
Equity Securities - Other   Level I     1,624       1,490  
Total Available for Sale Securities       $ 236,004     $ 225,409  

 

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  
    Fair Value   June 30,   December 31,   Valuation   Significant   Unobservable  
Financial Asset   Hierarchy   2019   2018   Techniques   Unobservable Inputs   Input Value  
Impaired Loans    Level III   $ 3,107     $ 788     Market Comparable Properties   Marketability Discount   10% to 30%   (1)
OREO    Level III     158       46     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 June 30, 2019 and December 31, 2018, the fair value of impaired loans consists of the loan balances of $4.5 million and $1.8 million, respectively, less their specific valuation allowances of $1.4 and $1.0 million, respectively.

 

OREO properties are evaluated at the time of acquisition and recorded at fair value, less estimated selling costs. After acquisition, OREO is recorded at the lower of cost or fair value, less estimated selling costs. The fair value of an OREO property is determined from a qualified independent appraisal and is classified as Level III in the fair value hierarchy.

 

During the three months ended June 30, 2019, one acquired residential real estate loan from the FedFirst Financial Corporation (“FFCO”), for $117,000 moved into OREO and one acquired consumer line of credit loan secured by residential real estate from the FWVB merger for $41,000 moved into OREO. For the three months ended June 30, 2018, one acquired loan from the FFCO merger that became an OREO property sold a gain of $7,000.

 

During the six months ended June 30, 2019, one commercial real estate OREO property with a fair value of $697,000 and that was acquired with the FWVB merger, was sold at a $33,000 gain and one OREO property with a fair value of $46,000, and that was acquired in the merger with FFCO, was sold for a $3,000 loss. During the six months ended June 30, 2018, one originated residential real estate OREO property was sold at a gain of $12,000.

 

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.

  33  

 

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)
        June 30, 2019   December 31, 2018
    Fair Value   Carrying   Fair   Carrying   Fair
    Hierarchy   Value   Value   Value   Value
Financial Assets:                                    
Cash and Due From Banks:                                    
Interest Bearing   Level I   $ 21,490     $ 21,490     $ 36,736     $ 36,736  
Non-Interest Bearing   Level I     22,884       22,884       16,617       16,617  
Investment Securities:                                    
Available for Sale   See Above     236,004       236,004       225,409       225,409  
Loans, Net   Level III     926,197       939,083       903,314       899,673  
Restricted Stock   Level II     3,766       3,766       3,909       3,909  
Bank-Owned Life Insurance   Level II     23,188       23,188       22,922       22,922  
Accrued Interest Receivable   Level II     3,779       3,779       3,436       3,436  
                                     
Financial Liabilities:                                    
Deposits   Level II     1,107,103       1,110,223       1,086,658       1,085,708  
Short-term Borrowings   Level II     27,730       27,730       30,979       30,979  
Other Borrowed Funds   Level II     17,000       18,647       20,000       19,733  
Accrued Interest Payable   Level II     887       887       594       594  

 

 

Note 13. 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, were tax effected at the federal statutory income tax 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 has been applied. 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 liabilities line on the balance sheet.

  34  

 

 

    (Dollars in thousands)
    June 30, 2019   December 31, 2018
Deferred Tax Assets:                
Allowance for Loan Losses   $ 2,091     $ 2,063  
Amortization of Core Deposit Intangible           1  
Amortization of Intangibles     77       72  
Tax Credit Carryforwards     1,419       2,010  
Unrealized Loss of AFS - Merger Tax Adjustment     894       894  
Postretirement Benefits     28       30  
Net Unrealized Loss on Securities           383  
Passthrough Entities     2       2  
Stock-Based Compensation Expense     44       28  
Accrued Payroll           44  
OREO     49       121  
Purchase Accounting Adjustments - Acquired Loans     382       413  
Deferred Compensation           55  
Other     76       67  
Gross Deferred Tax Assets     5,062       6,183  
100% Valuation Allowance - AMT Tax Credit Carryforward (1)   (1,311 )     (1,311 )
Deferred Tax Assets net of Valuation Allowance     3,751       4,872  
                 
Deferred Tax Liabilities:                
Deferred Origination Fees and Costs     300       292  
Depreciation     670       714  
Net Unrealized Gain on Securities     786        
Mortgage Servicing Rights     211       198  
Purchase Accounting Adjustment - Core Deposit Intangible     2,152       2,361  
Purchase Accounting Adjustments - Fixed Assets     305       321  
Purchase Accounting Adjustments - Certificates of Deposit     96       175  
Goodwill     415       412  
Gross Deferred Tax Liabilities     4,935       4,473  
Net Deferred Tax (Liabilities) Assets   $ (1,184 )   $ 399  

 

(1) The 100% valuation allowance for AMT tax credit carry-forward acquired in the FWVB merger is due to an unaddressed tax deadline as of June 30, 2019. See below narrative for further explanation.

 

While the Tax Cuts and Jobs Act (“Tax Act”) was the first major overhaul of the Internal Revenue Code in the last 30 years, it has many items that are left unaddressed once certain tax deadlines pass and no formal regulations are known as of June 30, 2019. One of these unaddressed tax deadlines is the expiration of the AMT credit carry-forward after the 2021 tax year. Pre – Tax Act regulations allowed for AMT credits to carry-forward infinitely. It has been determined that an AMT credit carry-forward of approximately $1.3 million, acquired in the FWVB merger on April 30, 2018, is in an uncertain tax position (“UTP”) and in accordance with FIN 48 – Accounting for Uncertain Tax Positions under ASC Topic 740, a valuation allowance has been established for the AMT credit completely offsetting the deferred tax asset balance of $1.3 million against goodwill. This is in accordance with ASC Topic 805 – Business Combinations , due to the AMT credit carry-forward being realized under current tax law and minimal possibility of utilization as of the 2021 tax year, deemed to have no current value and offset into goodwill as a purchase accounting adjustment.

 

No other valuation allowance was established against the remaining deferred tax assets in view of the Company’s cumulative history of earnings and anticipated future taxable income as evidenced by the Company’s earnings potential at June 30, 2019 and December 31, 2018.

 

Deferred taxes at June 30, 2019 and December 31, 2018, are included in other liabilities in the accompanying Consolidated Statement of Financial Condition.

 

  35  

 

Note 14. Other Noninterest Expense

 

The details of other noninterest expense for the Company’s consolidated statement of income for the three and six months ended June 30, 2019 and 2018, are as follows:

 

    (Dollars in thousands)
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2019   2018   2019   2018
Other Noninterest Expense                                
Non-employee compensation   $ 131     $ 146     $ 271     $ 268  
Printing and supplies     96       159       193       267  
Postage     61       50       133       108  
Telephone     157       138       299       250  
Charitable contributions     52       10       92       21  
Dues and subscriptions     47       61       98       127  
Loan expenses     128       113       210       206  
Meals and entertainment     46       66       101       101  
Travel     61       73       97       110  
Training     13       24       22       37  
Miscellaneous     315       198       598       408  
Total Other Noninterest Expense   $ 1,107     $ 1,038     $ 2,114     $ 1,903  

 

 

Note 15. Segment and Related Information

 

At June 30, 2019, the Company’s business activities were comprised of two operating segments, which are community banking and insurance brokerage services. CB Financial Services, Inc. is the parent company of the Bank and Exchange Underwriters, a wholly owned subsidiary of the Bank. Exchange Underwriters has an independent board of directors from the Company and is managed separately from the banking and related financial services that the Company offers. Exchange Underwriters is an independent insurance agency that offers property casualty, commercial liability, surety and other insurance products.

 

  36  

 

The following is a table of selected financial data for the Company’s subsidiaries and consolidated results at the dates and for the periods indicated.

 

(Dollars in thousands)   Community Bank   Exchange
Underwriters,
Inc.
  CB Financial
Services, Inc.
  Net
Eliminations
  Consolidated
                     
June 30, 2019                    
Assets   $ 1,303,476     $ 3,361     $ 145,110     $ (146,759 )   $ 1,305,188  
Liabilities     1,161,656       837       (396 )     (2,416 )     1,159,681  
Stockholders' equity     141,820       2,524       145,506       (144,343 )     145,507  
                                         
December 31, 2018                                        
Assets   $ 1,278,513     $ 5,155     $ 137,908     $ (140,275 )   $ 1,281,301  
Liabilities     1,144,293       2,445       282       (3,344 )     1,143,676  
Stockholders' equity     134,220       2,710       137,626       (136,931 )     137,625  
                                         
Three Months Ended June 30,2019                                        
Total interest income   $ 12,655     $     $ 14             $ 12,669  
Total interest expense     1,964                           1,964  
Net interest income     10,691             14             10,705  
Provision for loan losses     350                         350  
Net interest income after provision for loan losses     10,341             14             10,355  
Noninterest income     2,303       1,080       96       (1,080 )     2,399  
Noninterest expense     9,028       909       3       (909 )     9,031  
Income before income tax expense (benefit)     3,616       171       107       (171 )     3,723  
Income tax expense (benefit)     726       39       18       (39 )     744  
Net income of CB Financial Services Inc.   $ 2,890     $ 132     $ 89     $ (132 )   $ 2,979  
                                         
Six Months Ended June 30, 2019                                        
Total interest income   $ 24,937     $     $ 28             $ 24,965  
Total interest expense     3,826                           3,826  
Net interest income     21,111             28             21,139  
Provision for loan losses     375                         375  
Net interest income after provision for loan losses     20,736             28             20,764  
Noninterest income     4,610       2,229       104       (2,229 )     4,714  
Noninterest expense     18,106       1,905       6       (1,905 )     18,112  
Income before income tax expense (benefit)     7,240       324       126       (324 )     7,366  
Income tax expense (benefit)     1,442       74       20       (74 )     1,462  
Net income of CB Financial Services Inc.   $ 5,798     $ 250     $ 106     $ (250 )   $ 5,904  

 

(Dollars in thousands)   Community Bank   Exchange
Underwriters,
Inc.
  CB Financial
Services, Inc.
  Net
Eliminations
  Consolidated
Three Months Ended June 30,2018                    
Total interest income   $ 10,677             $ 13             $ 10,690  
Total interest expense     1,517                               1,517  
Net interest income     9,160             13             9,173  
Provision for loan losses     600                               600  
Net interest income after provision for loan losses     8,560             13             8,573  
Noninterest income     2,074       878       51       (878 )     2,125  
Noninterest expense     8,710       722       784       (722 )     9,494  
Income before income tax expense (benefit)     1,924       156       (720 )     (156 )     1,204  
Income tax expense (benefit)     363       36       (129 )     (36 )     234  
Net income of CB Financial Services Inc.   $ 1,561     $ 120     $ (591 )   $ (120 )   $ 970  
                                         
Six Months Ended June 30, 2018                                        
Total interest income   $ 19,373     $     $ 24     $     $ 19,397  
Total interest expense     2,616                         2,616  
Net interest income     16,757             24             16,781  
Provision for loan losses     2,100                           2,100  
Net interest income after provision for loan losses     14,657             24             14,681  
Noninterest income     4,177       1,806       34       (1,806 )     4,211  
Noninterest expense     15,351       1,404       810       (1,404 )     16,161  
Income before income tax expense (benefit)     3,483       402       (752 )     (402 )     2,731  
Income tax expense (benefit)     537       90       (136 )     (90 )     401  
Net income of CB Financial Services Inc.   $ 2,946     $ 312     $ (616 )   $ (312 )   $ 2,330  

 

 

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, 2018.

  37  

 

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;
· Changes in federal and state legislation and regulation applicable to our business; and
· Other factors disclosed in the Company’s periodic filings with the Securities and Exchange Commission.

 

The Company uses the current statutory federal income tax rate of 21.0% to value its deferred tax assets and liabilities. In addition, all deferred tax assets and liabilities including deferred tax assets and liabilities that were retained from the FWVB merger have been 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.

 

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

 

General

 

CB Financial Services, Inc. is a bank holding company established in 2006 and 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 twenty 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 acquisition of the Beynon Insurance customer list.

 

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 June 30, 2019, compared to the financial condition as of December 31, 2018 and the consolidated results of operations for the three and six months ended June 30, 2019 and 2018.

 

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, OREO, advertising and promotion, stationery and supplies, deposit and general insurance and other expenses.

  38  

 

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 southwestern Pennsylvania and Ohio Valley market areas.

 

Statement of Financial Condition Analysis

 

Total assets increased $23.9 million, or 1.9%, to over $1.3 billion at June 30, 2019, from just under $1.3 billion at December 31, 2018.

 

Cash and due from banks decreased $9.0 million, or 16.8%, to $44.4 million at June 30, 2019, compared to $53.4 million at December 31, 2018. This is primarily the result of funding loan growth and security purchases.

 

Investment securities classified as available-for-sale increased $10.6 million, or 4.7%, to $236.0 million at June 30, 2019, compared to $225.4 million at December 31, 2018. This increase was primarily the result of security purchases and current securities portfolio market value.

 

Loans, net, increased $22.9 million, or 2.5%, to $926.2 million at June 30, 2019, compared to $903.3 million at December 31, 2018. This was primarily due to net loan originations of $11.6 million in construction loans, $10.1 million in commercial real estate loans, $4.1 million in residential mortgage loans, $2.4 million in commercial and industrial loans, partially offset by a decrease of $5.5 million in consumer loans. There was an increase of $1.9 million in impaired loans due to increased credit risk on a commercial real estate relationship contributing to an increase in nonperforming loans to total loans. This ratio increased 37 basis points, or 53.6%, to 1.06% at June 30, 2019, compared to 0.69% at December 31, 2018.

 

Premises and equipment, net, decreased $590,000, or 2.5%, to $22.9 million at June 30, 2019 compared to $23.4 million at December 31, 2018. This is due to current period depreciation on capitalized assets.

 

Liabilities. Total liabilities increased $16.0 million, or 1.4%, to $1.2 billion at June 30, 2019 compared to $1.1 billion at December 31, 2018.

 

Total deposits increased $20.4 million, or 1.9%, to over $1.1 billion at June 30, 2019, from just under $1.1 billion at December 31, 2018. There were increases of $20.0 million in demand deposits, $8.4 million in savings accounts, $6.6 million in time deposits and $1.9 million in brokered deposits, partially offset by decreases of $11.9 million in money market accounts and $4.5 million in NOW accounts. This increase is largely the result of demand, savings and time deposits greater than $100,000 during the current period. The legacy Bank deposit portfolio had approximately $19.1 million increase in deposits. The FWVB acquired deposit portfolio had an increase of $1.3 million in deposits. 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 $3.2 million, or 10.5%, to $27.7 million at June 30, 2019, compared to $31.0 million at December 31, 2018. At June 30, 2019 and December 31, 2018, short-term borrowings were comprised entirely of securities sold under agreements to repurchase. The decrease is related to 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 $3.0 million, due to a maturing FHLB long-term borrowing that was retired in the current period. As a result of the current period activity, the weighted average interest rate on long-term borrowings increased by 6 basis points to 2.09%.

 

Stockholders’ Equity. Stockholders’ equity increased $7.9 million, or 5.7%, to $145.5 million at June 30, 2019, compared to $137.6 million at December 31, 2018. Net income was $5.9 million for the six months ended June 30, 2019. Book value per share was $26.78, an increase of $1.45, or 5.7%, at June 30, 2019, compared to $25.33 for December 31, 2018. The Company paid $2.6 million in dividends to stockholders and the unrealized gain on investment securities increased by $4.4 million due to improved current period market interest rate conditions.

 

Results of Operations for the Three Months Ended June 30, 2019 and 2018

 

Overview. Net income increased $2.0 million, to $3.0 million for the three months ended June 30, 2019, compared to $970,000 for the three months ended June 30, 2018. The quarterly results were mainly impacted by the FWVB merger and loan growth, which produced increased net interest income, and the acquisition of the Beynon Insurance customer list on August 1, 2018, which produced additional noninterest income through increased commission and fees and contingency income. In addition, reduced provision for loan losses in the current quarter attributed to overall net income.

  39  

 

Net Interest Income. Net interest income increased $1.5 million, or 16.7%, to $10.7 million for the three months ended June 30, 2019, compared to $9.2 million for the three months ended June 30, 2018.

 

Interest and dividend income increased $2.0 million, or 18.5%, to $12.7 million for the three months ended June 30, 2019 compared to $10.7 million for the three months ended June 30, 2018. Interest income on loans increased $1.4 million for the three months ended June 30, 2019, compared to the three months ended June 30, 2018. Average net loans increased by $65.5 million for the three months ended June 30, 2019, compared to the three months ended June 30, 2018. This was primarily due to the FWVB merger and organic loan growth. The FWVB merger not only affected the average loan balance, it also contributed to an increase of 31 basis points in loan yield. The credit mark recorded for the acquired loans in the FWVB merger was approximately $1.3 million for the prior quarter-ended June 30, 2018. The impact of the accretion from both the FWVB and FedFirst Financial Corporation (“FFCO”) acquired loan portfolios for the three months ended June 30, 2019 was $78,000, or 3 basis points increase, compared to $93,000, or 4 basis points increase, for the three months ended June 30, 2018. The remaining credit mark balance for both acquired loan portfolios was $1.8 million as of June 30, 2019. Interest income on taxable securities increased $402,000, mainly due to an increase of $51.1 million in the average balance and 14 basis points in yield in the current period. Other interest and dividend income increased $121,000, as a result of increased interest earned on correspondent deposit banks in the current period. This is a result of the FWVB merger and organic deposit growth. Interest income on federal funds sold increased $111,000, mainly due to an increase of $36.2 million in the average balance of other interest-earning assets comprised mainly of an increase of $15.8 million in interest-bearing cash at the Federal Reserve Bank and the two quarterly interest rate hikes of 25 basis points each by the Federal Reserve Board (“FRB”) since the three months ended June 30, 2018. Interest income on securities exempt from federal income tax decreased $71,000 in the current period. This was due to lower yielding security calls and sales for securities exempt from federal income tax, which attributed to an average balance decrease of $15.0 million.

 

Interest expense increased $447,000, or 29.5%, to $2.0 million for the three months ended June 30, 2019, compared to $1.5 million for the three months ended June 30, 2018. Interest expense on deposits increased $638,000, due to an increase in average interest-bearing deposits of $122.6 million, primarily due to increases in deposits as a result of the FWVB merger. The average cost of interest-bearing deposits increased 21 basis points. This was primarily related to previously mentioned interest rate hikes by the FRB. Interest expense on short-term borrowings decreased $158,000, due to a decrease of $33.6 million in the average balance of FHLB borrowings, partially offset by an increase of $1.1 million in the average balance of securities sold under agreement to repurchase. Interest expense on other borrowed funds decreased $33,000 primarily due to FHLB long-term borrowings that had a decrease in the average balance of $4.8 million during the current quarter. This is a result of maturing FHLB long-term borrowings being retired.

 

  40  

 

 

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 2019 and 2018. 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 June 30,
    2019   2018
        Interest           Interest    
    Average   and   Yield/   Average   and   Yield/
    Balance   Dividends   Cost (1)   Balance   Dividends   Cost (1)
Assets:                                                
Interest-Earning Assets:                                                
Loans, Net   $ 906,038     $ 10,707       4.74 %   $ 840,537     $ 9,288       4.43 %
Investment Securities                                                
Taxable     204,010       1,390       2.73       152,867       988       2.59  
Exempt From Federal Tax     31,130       285       3.66       46,101       371       3.22  
Other Interest-Earning Assets     53,479       374       2.81       17,232       142       3.31  
Total Interest-Earning Assets     1,194,657       12,756       4.28       1,056,737       10,789       4.10  
Noninterest-Earning Assets     113,447                       89,120                  
Total Assets   $ 1,308,104                     $ 1,145,857                  
                                                 
Liabilities and Stockholders' equity:                                                
Interest-Bearing Liabilities:                                                
Interest-Bearing Demand Deposits   $ 215,139       295       0.55 %   $ 163,801       139       0.34 %
Savings     217,426       149       0.27       188,628       124       0.26  
Money Market     178,561       263       0.59       159,898       201       0.50  
Time Deposits     221,126       1,117       2.03       197,281       722       1.47  
Total Interest-Bearing Deposits     832,252       1,824       0.88       709,608       1,186       0.67  
                                                 
Borrowings     47,560       140       1.18       84,834       331       1.56  
Total Interest-Bearing Liabilities     879,812       1,964       0.90       794,442       1,517       0.77  
                                                 
Noninterest-Bearing Demand Deposits     274,804                       231,491                  
Other Liabilities     9,872                       5,527                  
Total Liabilities     1,164,488                       1,031,460                  
                                                 
Stockholders' Equity     143,616                       114,397                  
Total Liabilities and Stockholders' Equity   $ 1,308,104                     $ 1,145,857                  
                                                 
Net Interest Income           $ 10,792                     $ 9,272          
                                                 
Net Interest Rate Spread (2)                     3.38 %                     3.33 %
Net Interest-Earning Assets (3)   $ 314,845                     $ 262,295                  
Net Interest Margin (4)                     3.62                       3.52  
Return on Average Assets                     0.91                       0.34  
Return on Average Equity                     8.32                       3.40  
Average Equity to Average Assets                     10.98                       9.98  
Average Interest-Earning Assets to Average Interest-Bearing Liabilities                     135.79                       133.02  

 

(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.
(4) Net interest margin represents annualized 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% for the three months ended June 30, 2019, and 2018, respectively.

  41  

 

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 2019 and 2018. 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 June 30,  2019
    Compared To
    Three Months Ended June 30,  2018
    Increase (Decrease) Due to
    Volume   Rate   Total
             
Interest and Dividend Income:                        
Loans, net   $ 745     $ 674     $ 1,419  
Investment Securities:                        
Taxable     345       57       402  
Exempt From Federal Tax     (132 )     46       (86 )
Other Interest-Earning Assets     256       (24 )     232  
Total Interest-Earning Assets     1,214       753       1,967  
                         
Interest Expense:                        
Deposits     225       413       638  
Borrowings     (123 )     (68 )     (191 )
Total Interest-Bearing Liabilities     102       345       447  
Change in Net Interest Income   $ 1,112     $ 408     $ 1,520  

 

Provision for Loan Losses. The provision for loan losses was $350,000 for the three months ended June 30, 2019, compared to $600,000, for the three months ended June 30, 2018. Net charge-offs for the three months ended June 30, 2019, were $71,000, which included net-charge-offs of $47,000 on automobile loans, compared to $125,000 of net charge-offs for the three months ended June 30, 2018, which included $113,000 of net charge-offs on automobile loans. 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 improved credit metrics for criticized loans and reduced charge-offs. In addition, overall improvements in credit matrix factors had a positive impact on the qualitative factors within the allowance calculation.

 

Noninterest Income . Noninterest income increased $274,000, or 12.9%, to $2.4 million for the three months ended June 30, 2019, compared to $2.1 million for the three months ended June 30, 2018. Insurance commissions from Exchange Underwriters increased $203,000 due to increased direct bill commercial lines commission and fee income as a result of the Beynon customer list acquisition and contingency fees received. 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. Service fees on deposit accounts increased $79,000 due to increased volume in ATM and Mastercard debit card fees as a result of the FWVB merger in the current quarter. The fair value of equity securities increased $65,000, due to the $109,000 gain for the three months ended June 30, 2019, as compared to the $44,000 gain for the three months ended June 30, 2018. This was a result of current market interest rate conditions. Other noninterest income increased $35,000 due to decreased amortization of mortgage servicing rights on sold mortgages and reduced student loan origination fees as a result of the student loan insurance company insolvency, and the discontinuing of student loan originations in the prior year. Other commissions decreased $132,000, due to the prior quarter recognition of a loan referral fee and liquidation of a partnership interest in the West Virginia Bankers Title Company, a legacy item from the FWVB merger.

 

Noninterest Expense. Noninterest expense decreased $463,000, or 4.9%, to $9.0 million for the three months ended June 30, 2019, compared to $9.5 million for the three months ended June 30, 2018. Merger-related expense decreased $769,000, due to the prior quarter FWVB merger. Salaries and employee benefits decreased $157,000, primarily related to our health care insurance benefit attaining the stop-loss policy cap as a result of isolated participant claims and the prior quarter incentive compensation accrual related to loan growth. Occupancy decreased $125,000, primarily due to decreases in acquired bank building purchase accounting adjustments from the post-prior quarter finalization of all purchase accounting adjustments. In addition, there were decreases in building repairs and maintenance and other property expense. Contracted services increased $190,000, mainly as a result of the additional branch locations acquired in the FWVB merger. Bankcard processing expenses increased $91,000, due to increased ATM transactions as a result of the FWVB merger. Amortization of Core Deposit Intangible (“CDI”) increased $85,000, due to the CDI recorded for the FWVB merger. Other noninterest expense increased $69,000, primarily due to other losses that were charged-off as a result of fraudulent phishing transactions on customer accounts, amortization of the Beynon customer list for Exchange Underwriters, telephone, insurance, loan expenses and postage. These items were partially offset by decreases in office supplies, meals and entertainment, dues and subscriptions, travel and conference expenses. PA shares tax expense increased $52,000, due to the increase in equity based on the FWVB merger. Advertising expense increased $48,000, due to the Bank’s expanded marketing initiatives in various media outlets. Equipment expense increased $33,000 primarily due to additional branch locations requiring equipment maintenance contracts and data processing related to the FWVB merger. The Federal Deposit Insurance Corporation (“FDIC”) assessment expense increased $17,000, due to average asset growth and an assessment factor increase by the FDIC in the computation of the insurance assessment related to the FWVB merger.

  42  

 

Income Tax Expense. Income taxes increased $510,000 to $744,000 for the three months ended June 30, 2019, compared to $234,000, for the three months ended June 30, 2018. The effective tax rate for the three months ended June 30, 2019 was 20.0%, compared to 19.4%, for the three months ended June 30, 2018. The increase in income taxes was due to an increase of $2.5 million in pre-tax income. The increase in the effective tax rate is due to a current quarter decline in tax-exempt income from securities.

 

Results of Operations for the Six Months Ended June 30, 2019 and 2018

 

Overview. Net income increased $3.6 million, to $5.9 million as of the six months ended June 30, 2019, as compared to $2.3 million for the six months ended June 30, 2018.

 

Net Interest Income. Net interest income increased $4.4 million, or 26.0%, to $21.1 million for the six months ended June 30, 2019, compared to $16.8 million for the six months ended June 30, 2018.

 

Interest and dividend income increased $5.6 million, or 28.7%, to $25.0 million for the six months ended June 30, 2019, compared to $19.4 million for the six months ended June 30, 2018. Interest income on loans increased $3.9 million primarily due to an increase in average loans outstanding of $106.3 million and an increase of 35 basis points in loan yield for the six months ended June 30, 2019. The increase in average loans was mainly due to the FWVB merger and total loan growth of $22.9 million during the current period. This was partially offset by a decrease of $21,000 in accretion on the acquired loan portfolios credit mark for the six months ended June 30, 2019. Credit mark accretion of $138,000, or 3 basis points, was recognized for the six months ended June 30, 2019, compared to $159,000, or 4 basis points for the six months ended June 30, 2018. Interest income on taxable securities increased $1.2 million in the current period. In addition, an increase of 35 basis points in yield resulted from securities acquired in the FWVB merger. The average balance for taxable securities increased $75.0 million for the six months ended June 30, 2019. Other interest and dividend income increased $265,000 as a result of increased interest earned on correspondent deposit banks in the current period. The average balance of correspondent bank deposits increased $21.7 million in the current period. Interest income on federal funds sold increased $219,000, mainly due to an increase in the average balance of federal funds by $17.4 million for the current year and the two quarterly interest rate hikes of 25 basis points each by the FRB. Interest income on securities exempt from federal tax decreased $26,000 due to a decrease of $6.9 million in the average balance on securities exempt from federal tax. Despite the average balance decrease, there was an increase of 43 basis points in yield as a result of calls and sales of securities exempt from income tax with lower prevailing yields.

 

Interest expense increased $1.2 million, or 46.3%, to $3.8 million for the six months ended June 30, 2019, compared to $2.6 million for the six months ended June 30, 2018. Interest expense on deposits increased $1.6 million due to an increase in average interest-bearing deposits of $189.9 million, which is attributed primarily to the FWVB merger. The average cost of interest-bearing deposits increased 24 basis points in the current period. Interest expense on short-term borrowings decreased $309,000 in the current period primarily due to retired FHLB overnight borrowings that had an average balance of $38.0 million, partially offset by an increase of $5.1 million in the average balance of securities sold under agreements to repurchase. Interest expense on other borrowed funds decreased $49,000, primarily due to FHLB long-term borrowings that had a decrease in the average balance of $4.5 million during the current period. This is a result of maturing FHLB long-term borrowings being retired.

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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 2019 and 2018. 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)
    Six Months Ended June 30,
    2019   2018
        Interest           Interest    
    Average   and   Yield/   Average   and   Yield/
    Balance   Dividends   Cost (1)   Balance   Dividends   Cost (1)
Assets:                        
Interest-Earning Assets:                                                
Loans, Net   $ 902,183     $ 21,174       4.73 %   $ 795,872     $ 17,295       4.38 %
Investment Securities                                                
Taxable     194,683       2,654       2.73       119,720       1,422       2.38  
Exempt From Federal Tax     35,783       629       3.52       42,672       660       3.09  
Other Interest-Earning Assets     49,617       692       2.81       12,483       208       3.36  
Total Interest-Earning Assets     1,182,266       25,149       4.29       970,747       19,585       4.07  
Noninterest-Earning Assets     112,727                       73,793                  
Total Assets   $ 1,294,993                     $ 1,044,540                  
                                                 
Liabilities and Stockholders' equity:                                                
Interest-Bearing Liabilities:                                                
Interest-Bearing Demand Deposits   $ 213,674       570       0.54 %   $ 147,790       241       0.33 %
Savings     215,283       294       0.28       161,610       186       0.23  
Money Market     181,515       536       0.60       148,667       320       0.43  
Time Deposits     219,220       2,143       1.97       181,751       1,227       1.36  
Total Interest-Bearing Deposits     829,692       3,543       0.86       639,818       1,974       0.62  
                                                 
Borrowings     49,322       283       1.16       86,782       642       1.49  
Total Interest-Bearing Liabilities     879,014       3,826       0.88       726,600       2,616       0.73  
                                                 
Noninterest-Bearing Demand Deposits     265,194                       209,713                  
Other Liabilities     9,420                       4,472                  
Total Liabilities     1,153,628                       940,785                  
                                                 
Stockholders' Equity     141,365                       103,755                  
Total Liabilities and Stockholders' Equity   $ 1,294,993                     $ 1,044,540                  
                                                 
Net interest income           $ 21,323                     $ 16,969          
                                                 
Net Interest Rate Spread (2)                     3.41 %                     3.34 %
Net Interest-Earning Assets (3)   $ 303,252                     $ 244,147                  
Net Interest Margin (4)                     3.64                       3.53  
Return on Average Assets                     0.92                       0.45  
Return on Average Equity                     8.42                       4.53  
Average Equity to Average Assets                     10.92                       9.93  
Average Interest-Earning Assets to Average Interest-Bearing Liabilities                     134.50                       133.60  

 

(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.
(4) Net interest margin represents annualized 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% for the six months ended June 30, 2019, and 2018, respectively.

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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 2019 and 2018. 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)
    Six Months Ended June 30, 2019
    Compared To
    Six Months Ended June 30, 2018
    Increase (Decrease) Due to
    Volume   Rate   Total
             
Interest and Dividend Income:                        
Loans, net   $ 2,429     $ 1,450     $ 3,879  
Investment Securities:                        
Taxable     997       235       1,232  
Exempt From Federal Tax     (116 )     85       (31 )
Other Interest-Earning Assets     523       (39 )     484  
Total Interest-Earning Assets     3,833       1,731       5,564  
                         
Interest Expense:                        
Deposits     680       889       1,569  
Borrowings     (238 )     (121 )     (359 )
Total Interest-Bearing Liabilities     442       768       1,210  
Change in Net Interest Income   $ 3,391     $ 963     $ 4,354  

 

Provision for Loan Losses. The provision for loan losses decreased $1.7 million, to $375,000, for the six months ended June 30, 2019, compared to $2.1 million of provision for loan losses for the six months ended June 30, 2018. Net charge-offs for the six months ended June 30, 2019, were $242,000, which included $180,000 of net charge-offs on automobile loans and $25,000 of net-charge-offs for student loans, compared to net charge-offs of $1.5 million for the six months ended June 30, 2018, which included $200,000 of net charge-offs on automobile loans. The decrease in net charge-offs for the current period was due to prior period 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 prior period by recording $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 the six months ended June 30, 2018. Additionally, this was due to growth in the loan portfolio and average loan balances. The acquired loan portfolio from the FWVB merger included a credit mark of approximately $1.3 million in the prior period. The current period showed improved credit metrics within criticized loans, which had a positive impact on the qualitative factors within the allowance calculation. 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 $503,000, or 11.9%, to $4.7 million for the six months ended June 30, 2019, compared to $4.2 million for the six months ended June 30, 2018. There was a $423,000 increase in insurance commissions from Exchange Underwriters mainly due to the Beynon customer list acquisition in the prior year. Service fees on deposit accounts increased $241,000 primarily due to increased ATM fees due to an increased volume of customer transactions and check card fees related to the FWVB merger. The fair value of equity securities increased $110,000, due to the $129,000 gain for the six months ended June 30, 2019, as compared to the $19,000 gain for the six months ended June 30, 2018, which was a result of current market interest rate conditions. There was an increase in the net gains on sales of residential mortgage loans of $88,000. The increase in gains was primarily due to an increase in the number of loans originated and subsequently sold to the FHLB as part of the Mortgage Partnership Finance® (“MPF®”) program and a stabilization 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. Other noninterest income increased $72,000 due to decreased amortization of mortgage servicing rights on sold mortgages and reduced student loan origination fees as a result of the student loan insurance company insolvency, and the discontinuing of student loan originations in the prior year. Income on bank-owned life insurance (“BOLI”) increased by $31,000 due to the BOLI policies acquired in the FWVB merger. There was a decrease of $407,000, for other commissions due to prior period items of insurance proceeds recognized by a claim on a bank-owned life insurance policy due to the death of a former officer of the Bank, recognition of an ARC loan referral fee and liquidation of a partnership interest in the West Virginia Bankers Title Company, a legacy item from the FWVB merger. Net gains on the sales of investments decreased $53,000 due to investments sold at a loss of $60,000 in the first quarter of the current period. The losses were strategically recognized and designed to mitigate deteriorating investments-credit risk and to reinvest in higher yielding, longer-term investments.

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Noninterest Expense. Noninterest expense increased $2.0 million, or 12.1%, to $18.1 million for the six months ended June 30, 2019, compared to $16.2 million for the six months ended June 30, 2018. Salaries and employee benefits increased $1.1 million, primarily due to additional employees, salary increases, and employee group health insurance as a direct result of the FWVB merger. CDI amortization increased $436,000 due to the CDI recorded for the FWVB merger. Contracted services increased $323,000, due to the additional branch locations acquired in the FWVB merger. Equipment increased $239,000, primarily due to equipment purchases and new maintenance contracts related to the FWVB merger. Other noninterest expense increased $211,000, primarily due to the recorded amortization related to the Exchange Underwriters acquisition of the Beynon customer list, well as other losses that were charged-off as a result of fraudulent phishing transactions on customer accounts, telephone, West Virginia Business Office (“B&O”) taxes for the WV branch locations, and postage; partially offset by decreases in office supplies, and dues and subscriptions. Bankcard processing expense increased $159,000, due to the increased number of ATM and debit card transactions as a result of the FWVB merger. PA shares tax expense increased $121,000 due to the increase in equity based on the FWVB merger. OREO expense decreased $82,000, primarily due to recognized income of $76,000 for the leasing of mineral rights and a $33,000 gain on the sale of the acquired OREO property from the FWVB merger. This was partially offset by expenses related to two new properties that moved into OREO in the current period. FDIC assessment fees increased $69,000 due to average asset growth and an assessment factor increase by the FDIC in the computation of the insurance assessment related to the FWVB merger. Advertising increased $65,000 related to the Bank’s expanded marketing initiatives in various media outlet and promotional items to promote the FWVB merger. Occupancy and legal and professional fees increased $64,000 and $56,000, respectively, due to increased real estate taxes, utilities, audit, consultation and legal fees in connection with post-merger Bank and Exchange Underwriters acquisition of the Beynon customer list. Merger-related expenses decreased $793,000 due to the absence of such expenses in the current period.

 

Income Tax Expense. Income taxes increased $1.1 million, to $1.5 million for the six months ended June 30, 2019, compared to $401,000 for the six months ended June 30, 2018. The effective tax rate for the six months ended June 30, 2019 was 19.8% compared to 14.7% for the six months ended June 30, 2018. The increase in income taxes was related to an increase of $4.6 million in pre-tax income. The increase in the current period effective tax rate was due to the prior period recognition of the one-time income on a bank-owned life insurance claim of approximately $421,000, which was a discrete tax item for the first quarter of 2018. In addition, there was a decrease in income on securities exempt from federal income tax.

 

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 11 in the Notes to Consolidated Financial Statements for a summary of commitments outstanding as of June 30, 2019.

 

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.

  46  

 

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 June 30, 2019 to satisfy its short- and long-term liquidity needs.

 

The Company’s most liquid assets are cash and due from banks, which totaled $44.4 million at June 30, 2019. 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 $82.9 million at June 30, 2019. In addition, at June 30, 2019, the Company had the ability to borrow up to $358.1 million from the FHLB of Pittsburgh, of which $35.2 million was utilized toward standby letters of credit. The Company also has the ability to borrow up to $101.6 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 as of both June 30, 2019 and December 31, 2018.

 

At June 30, 2019, time deposits due within one year of that date totaled $90.0 million, or 40.6% 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 June 30, 2019, CB Financial (on an unconsolidated, stand-alone basis) had liquid assets of $3.3 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 Bank is 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 consolidated 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 was phased in over a three-year period (increasing by that amount on each January 1, until it reached 2.5% on January 1, 2019).

 

At June 30, 2019 and December 31, 2018, the Bank 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.

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    (Dollars in thousands)
    June 30, 2019   December 31, 2018
    Amount   Ratio   Amount   Ratio
Common Equity Tier 1 (to risk weighted assets)                                
Actual   $ 100,469       11.47 %   $ 96,985       11.44 %
For Capital Adequacy Purposes     39,416       4.50       38,137       4.50  
To Be Well Capitalized     56,934       6.50       55,086       6.50  
                                 
Tier 1 Capital (to risk weighted assets)                                
Actual     100,469       11.47       96,985       11.44  
For Capital Adequacy Purposes     52,554       6.00       50,849       6.00  
To Be Well Capitalized     70,072       8.00       67,799       8.00  
                                 
Total Capital (to risk weighted assets)                                
Actual     110,160       12.58       106,543       12.57  
For Capital Adequacy Purposes     70,072       8.00       67,799       8.00  
To Be Well Capitalized     87,590       10.00       84,748       10.00  
                                 
Tier 1 Leverage (to adjusted total assets)                                
Actual     100,469       7.93       96,985       7.82  
For Capital Adequacy Purposes     50,658       4.00       49,637       4.00  
To Be Well Capitalized     63,322       5.00       62,046       5.00  

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk.

 

The Company believes that as of June 30, 2019, there was no material change in the quantitative and qualitative disclosure about market risk data as of December 31, 2018, as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

 

Item 4. Controls and Procedures.

 

(a) Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2019. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.

 

Based on this evaluation, management concluded as of June 30, 2019, that our disclosure controls and procedures were not effective at the reasonable assurance level due to the following:

 

In connection with the preparation of our interim consolidated financial statements as of and for the three months ended March 31, 2019, we concluded that there was a material weakness in the design and operating effectiveness of our internal control over financial reporting as defined in SEC Regulation S-X. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement in the annual or interim financial statements will not be prevented or detected on a timely basis. A description of the identified material weakness in internal control over financial reporting is as follows:

 

The design and operating effectiveness of internal controls related to management’s review of our consolidated financial results did not operate at a level of precision sufficient to allow for accurate reporting of our consolidated financial results. Our consolidation process is substantially a manual process and inherently subject to error. During the preparation and review of our interim and annual consolidated financial statements, management was unable to perform adequate review and detect a classification error within the loan classification segments impacting commercial and industrial, commercial real estate and residential real estate loans, which are disclosed in the Company’s notes to the consolidated financial statements at a sufficient level of precision to prevent or detect reclassification misstatement. As a result, we corrected loan classifications for related loan segments in order to prepare the consolidated financial statements included in the Form 10-Q for the period ended March 31, 2019.

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Although this control deficiency did not result in a material misstatement in our interim and annual consolidated financial statements as of and for the year ended December 31, 2018, it created a reasonable possibility that a material misstatement would not have been prevented or detected on a timely basis. Therefore, we concluded the deficiency represented a material weakness in our internal control over financial reporting.

 

Also, the material weakness in our internal control over financial reporting discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed on March 18, 2019 continues to exist as of June 30, 2019.

 

As a result of the material weakness identified as of March 31, 2019 and noted above and material weakness discussed in our Annual Report on Form 10-K, we performed additional analysis and other post-closing procedures to ensure our condensed consolidated financial statements were prepared in accordance with GAAP. Accordingly, management believes that the consolidated financial statements and related notes thereto included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

 

(b) Changes to Internal Control Over Financial Reporting

 

During the quarter ended March 31, 2019, the Company made the following changes to its internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act in order to remediate the above material weaknesses:

 

• implementation of recruitment for experienced accounting staff;

 

• a thorough review of the finance and loan departments to ensure that the areas of responsibilities are properly matched to the staff competencies and that the lines of communication and processes are as effective as possible;

 

• a thorough review of the processes and procedures used in the Company’s loan classification; and

 

• development of a standardized method for the review of loan disclosures.

 

The Company previously filed a Form 8-K on May 24, 2019 discussing the transition at the CFO role and subsequent to the quarter-ended June 30, 2019, the Company hired a Senior Vice President that has accreditation as a Certified Public Accountant (“CPA”) with extensive SEC reporting experience; The remaining changes are being evaluated in conjunction with the implementation of Section 404 of Sarbanes Oxley, assessment and documentation of internal controls. The Company believes it has strengthened the controls and procedures with respect to these items. The Company’s independent auditors will test the internal controls and procedures in place by year-end and the Company’s independent public accounting firm will provide an attestation report on the Company’s internal control over financial reporting for the year ending December 31, 2019.

 

Management believes the measures described above will remediate the control deficiencies the Company has identified and strengthen its internal control over financial reporting. Management is committed to continuous improvement of the Company’s internal control processes and will continue to diligently review the Company’s financial reporting controls and procedures. As management continues to evaluate and work to improve internal control over financial reporting, the Company may determine to take additional measures to address control deficiencies or determine to modify certain of the remediation measures described above. The material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

 

Although this control deficiency did not result in a material misstatement in our interim and annual consolidated financial statements, it created a reasonable possibility that a material misstatement would not have been prevented or detected on a timely basis. Therefore, we concluded the deficiency represented a material weakness in our internal control over financial reporting.

 

  49  

 

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 consolidated financial condition, results of operations or cash flows.

 

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, 2018, 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   The following materials for the quarter ended June 30, 2019, 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

 

 

  50  

 

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:   August 8, 2019 /s/ Patrick G. O’Brien  
    Patrick G. O’Brien  
    President and Chief Executive Officer
       
Date:   August 8, 2019 /s/ Jamie L. Prah  
    Jamie L. Prah  
    Executive Vice President and Chief Financial Officer
    (Principal Financial Officer and Chief Accounting Officer)

 

 

 

 

 

 

51  


 

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