UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-Q

(Mark One)

 

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

 

For the quarterly period ended June 30, 2015

 

or

 

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

 

For the transition period from _______ to __________

 

Commission File Number: 000-49929

 

ACCESS NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Virginia

(State or other jurisdiction of

incorporation or organization)

82-0545425

(I.R.S. Employer

Identification No.)

 

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

(Address of principal executive offices) (Zip Code)

 

(703) 871-2100

(Registrant's telephone number, including area code)

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

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

 

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

 

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

 

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

 

The number of shares outstanding of Access National Corporation’s common stock, par value $0.835, as of August 6, 2015 was 10,519,442 shares.

 

 
 

 

Table of Contents

 

ACCESS NATIONAL CORPORATION

FORM 10-Q

 

INDEX

 

PART I FINANCIAL INFORMATION  
     
Item 1. Financial Statements (Unaudited)  
  Consolidated Balance Sheets, June 30, 2015 and December 31, 2014 Page 2
  Consolidated Statements of Income, three and six months ended June 30, 2015 and 2014 Page 3
  Consolidated Statements of Comprehensive Income, three and six months ended June 30, 2015 and 2014 Page 4
  Consolidated Statements of Changes in Shareholders' Equity, six months ended June 30, 2015 and 2014 Page 5
  Consolidated Statements of Cash Flows, six months ended June 30, 2015 and 2014 Page 6
  Notes to Consolidated Financial Statements (Unaudited) Page 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Page 35
Item 3. Quantitative and Qualitative Disclosures About Market Risk Page 50
Item 4. Controls and Procedures Page 51
     
PART II OTHER INFORMATION  
     
Item 1. Legal Proceedings Page 51
Item 1A. Risk Factors Page 52
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Page 52
Item 3. Defaults Upon Senior Securities Page 52
Item 4. Mine Safety Disclosures Page 52
Item 5. Other Information Page 52
Item 6. Exhibits Page 53
     
  Signatures Page 54

 

1
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

ACCESS NATIONAL CORPORATION

Consolidated Balance Sheets

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

 

   June 30,   December 31, 
   2015   2014 
   (Unaudited)     
ASSETS          
Cash and due from banks  $12,314   $9,804 
Interest-bearing balances and federal funds sold   79,186    46,225 
Investment securities:          
Available-for-sale, at fair value   138,617    125,080 
Held-to-maturity, at amortized cost (fair value of $14,331 and $14,378)   14,299    14,309 
Total investment securities   152,916    139,389 
           
Restricted stock, at amortized cost   7,471    8,961 
Loans held for sale - at fair value   50,297    45,026 
Loans   834,242    776,603 
Allowance for loan losses   (13,509)   (13,399)
Net loans   820,733    763,204 
Premises, equipment and land, net   6,909    6,926 
Accrued interest receivable   2,952    2,907 
Other assets   33,344    30,438 
Total assets  $1,166,122   $1,052,880 
           
LIABILITIES AND SHAREHOLDERS' EQUITY          
Deposits          
Noninterest-bearing deposits  $339,266   $252,875 
Savings and interest-bearing deposits   240,060    233,773 
Time deposits   326,076    268,795 
Total deposits   905,402    755,443 
Other liabilities          
Short-term borrowings   138,079    185,635 
Long-term borrowings   10,000    - 
Other liabilities and accrued expenses   8,126    12,898 
Total liabilities  $1,061,607   $953,976 
           
SHAREHOLDERS' EQUITY          
Common stock $0.835 par value; 60,000,000 authorized; issued and outstanding, 10,519,376 and 10,469,569 shares, respectively  $8,783   $8,742 
Additional paid in capital   19,491    18,538 
Retained earnings   76,682    72,168 
Accumulated other comprehensive loss, net   (441)   (544)
Total shareholders' equity   104,515    98,904 
Total liabilities and shareholders' equity  $1,166,122   $1,052,880 

 

See accompanying notes to consolidated financial statements (unaudited).

 

2
 

 

ACCESS NATIONAL CORPORATION

Consolidated Statements of Income

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

(Unaudited)

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2015   2014   2015   2014 
Interest and Dividend Income                    
Interest and fees on loans  $9,971   $8,854   $19,405   $17,313 
Interest on federal funds sold and bank balances   34    27    61    45 
Interest and dividends on securities   782    621    1,597    1,089 
Total interest and dividend income   10,787    9,502    21,063    18,447 
                     
Interest Expense                    
Interest on deposits   867    787    1,600    1,515 
Interest on short-term borrowings   83    52    182    128 
Interest on long-term borrowings   30    -    32    - 
Total interest expense   980    839    1,814    1,643 
                     
Net interest income   9,807    8,663    19,249    16,804 
Provision for loan losses   150    -    150    - 
Net interest income after provision for loan losses   9,657    8,663    19,099    16,804 
                     
Noninterest Income                    
Service charges and fees   218    181    415    358 
Gain on sale of loans   5,705    3,787    9,276    5,515 
Other income   1,158    1,348    3,695    2,699 
Total noninterest income   7,081    5,316    13,386    8,572 
                     
Noninterest Expense                    
Salaries and benefits   6,999    5,952    13,716    10,839 
Occupancy and equipment   742    660    1,496    1,367 
Other operating expenses   2,913    2,606    5,688    4,669 
Total noninterest expense   10,654    9,218    20,900    16,875 
                     
Income before income taxes   6,084    4,761    11,585    8,501 
                     
Income tax expense   2,100    1,697    4,028    3,023 
NET INCOME  $3,984   $3,064   $7,557   $5,478 
                     
Earnings per common share:                    
Basic  $0.38   $0.29   $0.72   $0.52 
Diluted  $0.38   $0.29   $0.72   $0.52 
                     
Average outstanding shares:                    
Basic   10,518,939    10,411,085    10,496,152    10,401,083 
Diluted   10,590,882    10,454,712    10,554,052    10,450,899 

 

See accompanying notes to consolidated financial statements (unaudited).

 

3
 

 

ACCESS NATIONAL CORPORATION

Consolidated Statements of Comprehensive Income

(In Thousands)

(Unaudited)

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2015   2014   2015   2014 
Net income  $3,984   $3,064   $7,557   $5,478 
                     
Other comprehensive income:                    
Unrealized gains (losses) on securities                    
Unrealized holding gains (losses) arising during period   (915)   857    160    1,859 
Less: reclassification adjustment for gains included in net income   -    (12)   -    (12)
Tax effect   320    (296)   (57)   (647)
Net of tax amount   (595)   549    103    1,200 
                     
Comprehensive income  $3,389   $3,613   $7,660   $6,678 

 

See accompanying notes to consolidated financial statements (unaudited).

 

4
 

 

ACCESS NATIONAL CORPORATION

Consolidated Statements of Changes in Shareholders' Equity

(In Thousands, Except for Share Data)

(Unaudited)

 

               Accumulated     
               Other     
       Additional       Compre-     
   Common   Paid in   Retained   hensive     
   Stock   Capital   Earnings   Income (Loss)   Total 
Balance, December 31, 2014  $8,742   $18,538   $72,168   $(544)  $98,904 
Net income   -    -    7,557    -    7,557 
Other comprehensive income   -    -    -    103    103 
Stock options exercised (4,600 shares)   4    46    -    -    50 
Issuance of restricted common stock (7,500 shares)   6    122    -    -    128 
DRSPP shares issued from reserve (37,707)   31    607    -    -    638 
Cash dividend ($0.29 per share)   -    -    (3,043)   -    (3,043)
Stock-based compensation expense recognized in earnings   -    178    -    -    178 
                          
Balance, June 30, 2015  $8,783   $19,491   $76,682   $(441)  $104,515 
                          
Balance, December 31, 2013  $8,659   $17,320   $67,121   $(1,966)  $91,134 
Net income   -    -    5,478    -    5,478 
Other comprehensive income   -    -    -    1,200    1,200 
Stock options exercised (28,887 shares)   44    556    -    -    600 
Cash dividend ($0.23 per share)   -    -    (2,394)   -    (2,394)
Stock-based compensation expense recognized in earnings   -    118    -    -    118 
                          
Balance, June 30, 2014  $8,703   $17,994   $70,205   $(766)  $96,136 

 

See accompanying notes to consolidated financial statements (unaudited).

 

5
 

 

ACCESS NATIONAL CORPORATION

Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)

 

   Six Months Ended June 30, 
   2015   2014 
Cash Flows from Operating Activities          
Net income  $7,557   $5,478 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:          
Provision for loan losses   150    - 
Provision for off balance sheet losses   25    - 
Income from bank-owned life insurance   231    - 
Gain on sale of securities   -    12 
Deferred tax benefit   (12)   (7)
Stock-based compensation   178    118 
(Increase) decrease in valuation allowance on derivatives   (758)   87 
Net amortization on securities   467    313 
Depreciation and amortization   249    240 
Loss on disposal of assets   -    1 
Changes in assets and liabilities:          
Decrease (increase) in valuation of loans held for sale carried at fair value   487    (1,350)
Increase in loans held for sale   (5,758)   (25,298)
Increase in other assets   (2,638)   (2,706)
(Decrease) increase in other liabilities   (4,644)   199 
Net cash used in operating activities   (4,466)   (22,913)
Cash Flows from Investing Activities          
Proceeds from maturities, calls, and prepayments of securities available for sale   7,201    3,009 
Proceeds from sale of securities   -    13,730 
Purchases of securities available for sale   (21,035)   (52,890)
Proceeds from maturities and calls of securities held to maturity   -    5,000 
Purchase of securities held to maturity   -    (1,138)
Purchases of Federal Reserve and Federal Home Loan Bank stock   (4,918)   (10,350)
Proceeds from redemption of Federal Reserve and Federal Home Loan Bank stock   6,408    13,548 
Purchase of bank owned life insurance   -    (15,000)
Net increase in loans   (57,679)   (52,995)
Purchases of premises and equipment   (215)   (185)
Net cash used in investing activities   (70,238)   (97,271)
Cash Flows from Financing Activities          
Net increase in demand, interest-bearing demand and savings deposits   92,678    116,826 
Net increase in time deposits   57,281    101,956 
Net decrease in securities sold under agreement to repurchase   (7,557)   (7,402)
Net decrease in other short-term borrowings   (40,000)   (65,000)
Net increase in long-term borrowings   10,000    - 
Proceeds from issuance of common stock   816    600 
Dividends paid   (3,043)   (2,394)
Net cash provided by financing activities   110,175    144,586 
           
Increase in cash and cash equivalents   35,471    24,402 
Cash and Cash Equivalents          
Beginning   56,029    23,419 
Ending  $91,500   $47,821 
Supplemental Disclosures of Cash Flow Information          
Cash payments for interest  $1,804   $1,613 
Cash payments for income taxes  $476   $2,791 
Supplemental Disclosures of Noncash Investing Activities          
Unrealized gain on securities available for sale  $160   $1,846 

 

See accompanying notes to consolidated financial statements (unaudited).

 

6
 

 

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE 1 – BASIS OF PRESENTATION

 

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

 

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with rules and regulations of the Securities and Exchange Commission (“SEC”). The statements do not include all of the information and footnotes required by GAAP for complete financial statements. All adjustments have been made which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Such adjustments are all of a normal and recurring nature. All significant inter-company accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2015. These consolidated financial statements should be read in conjunction with the Corporation’s audited financial statements and the notes thereto as of December 31, 2014, included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

 

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

 

NOTE 2 – STOCK-BASED COMPENSATION PLANS

 

During the first six months of 2015, the Corporation granted 121,434 stock options to officers, directors, and employees under the 2009 Stock Option Plan (the “Plan”). Options granted under the Plan have an exercise price equal to the fair market value as of the grant date. Options granted vest over various periods ranging from two and one-half years to four years and expire one year after the full vesting date. Stock–based compensation expense recognized in other operating expense during the first six months of 2015 and 2014 was $178 thousand and $118 thousand, respectively. The fair value of options is estimated on the date of grant using a Black Scholes option-pricing model with the assumptions noted below.

 

The total unrecognized compensation cost related to non-vested share based compensation arrangements granted under the Plan as of June 30, 2015 was $620,710. The cost is expected to be recognized over a weighted average period of 1.34 years.

 

7
 

 

NOTE 2 – STOCK-BASED COMPENSATION PLANS (continued)

 

A summary of stock option activity under the Plan for the six months ended June 30, 2015 and 2014 is presented as follows:

 

   Six Months Ended             
   June 30, 2015             
                 
Expected life of options granted, in years   4.56                
Risk-free interest rate   1.06%               
Expected volatility of stock   30%               
Annual expected dividend yield   3%               
                     
Fair Value of Granted Options  $342,570                
Non-Vested Options   308,031                
                     
           Weighted Avg.     
   Number of   Weighted Avg.   Remaining Contractual   Aggregate Intrinsic 
   Options   Exercise Price   Term, in years   Value 
                 
Outstanding at beginning of year   316,423   $14.02    3.20   $917,215 
Granted   121,434    17.95    4.56    - 
Exercised   (4,600)   10.76    1.91   $35,310 
Lapsed or Canceled   (1,325)  $15.32    2.73   $- 
                     
Outstanding at June 30, 2015   431,932   $15.16    3.24   $1,849,746 
                     
Exercisable at June 30, 2015   123,901   $13.29    2.46   $761,942 
                     
   Six Months Ended             
   June 30, 2014             
                 
Expected life of options granted, in years   4.57                
Risk-free interest rate   0.69%               
Expected volatility of stock   36%               
Annual expected dividend yield   3%               
                     
Fair value of granted options  $302,331                
Non-vested options   281,264                
                     
           Weighted Avg.     
   Number of   Weighted Avg.   Remaining Contractual   Aggregate Intrinsic 
   Options   Exercise Price   Term, in years   Value 
                 
Outstanding at beginning of year   281,380   $11.77    3.20   $951,526 
Granted   121,500    15.96    4.57    - 
Exercised   (28,887)   7.44    0.71   $219,365 
Lapsed or canceled   (7,844)  $13.67    3.47   $- 
                     
Outstanding at June 30, 2014   366,149   $13.46    3.46   $746,126 
                     
Exercisable at June 30, 2014   84,885   $11.04    2.44   $357,210 

 

NOTE 3 – SECURITIES

 

The following table provides the amortized cost and fair value for the categories of available-for-sale securities and held-to-maturity securities at June 30, 2015 and December 31, 2014. Held-to-maturity securities are carried at amortized cost, which reflects historical cost, adjusted for amortization of premiums and accretion of discounts. Available-for-sale securities are carried at estimated fair value with net unrealized gains or losses reported on an after tax basis as a component of accumulated other comprehensive income in shareholders’ equity. The estimated fair value of available-for-sale securities is impacted by interest rates, credit spreads, market volatility, and liquidity.

 

8
 

 

NOTE 3 – SECURITIES (continued)

 

   June 30, 2015 
   Amortized Cost  

Gross

Unrealized

Gains

  

Gross

Unrealized

(Losses)

  

Estimated

Fair Value

 
       (In Thousands)     
Available-for-sale:                    
U.S. Government agencies  $18,998   $-   $(327)  $18,671 
Mortgage backed securities   63,937    182    (395)   63,724 
Corporate bonds   13,140    83    (15)   13,208 
Asset backed securities   37,688    76    (182)   37,582 
Municipals - nontaxable   4,031    7    (29)   4,009 
CRA Mutual fund   1,500    -    (77)   1,423 
   $139,294   $348   $(1,025)  $138,617 
                     
Held-to-maturity:                    
U.S. Government agencies  $9,986   $77   $(48)  $10,015 
Municipals   2,621    39    (12)   2,648 
Municipals - nontaxable   1,692    -    (24)   1,668 
   $14,299   $116   $(84)  $14,331 
                     
   December 31, 2014 
   Amortized Cost  

Gross

Unrealized

Gains

  

Gross

Unrealized

(Losses)

  

Estimated

Fair Value

 
       (In Thousands)     
Available-for-sale:                    
U.S. Government agencies  $18,998   $-   $(473)  $18,525 
Mortgage backed securities   70,001    136    (439)   69,698 
Corporate bonds   13,304    95    (27)   13,372 
Asset backed securities   18,072    83    (172)   17,983 
Municipals - nontaxable   4,042    24    (1)   4,065 
CRA Mutual fund   1,500    -    (63)   1,437 
   $125,917   $338   $(1,175)  $125,080 
                     
Held-to-maturity:                    
U.S. Government agencies  $9,985   $46    (25)  $10,006 
Municipals   2,627    41    -    2,668 
Municipals - nontaxable   1,697    10    (3)   1,704 
   $14,309   $97   $(28)  $14,378 

 

9
 

 

NOTE 3 – SECURITIES (continued)

 

The amortized cost and estimated fair value of securities available-for-sale and held-to-maturity as of June 30, 2015 and December 31, 2014 by contractual maturity are shown below. Actual maturities may differ from contractual maturities because some of the securities may be called or prepaid without any penalties.

 

   June 30, 2015   December 31, 2014 
       Estimated       Estimated 
   Amortized   Fair   Amortized   Fair 
   Cost   Value   Cost   Value 
   (In Thousands) 
Available-for-sale:                    
US Government agencies:                    
Due after one through five years  $4,000   $3,947   $-   $- 
Due after five through ten years   14,998    14,724    18,998    18,525 
Mortgage backed securities:                    
Due after one through five years   1,989    2,001    -    - 
Due after five through ten years   4,325    4,276    6,533    6,481 
Due after ten through fifteen years   37,516    37,306    39,311    39,115 
Due after fifteen years   20,107    20,141    24,157    24,102 
Corporate bonds:                    
Due in one year or less   1,999    2,008    1,998    2,023 
Due after one through five years   11,141    11,200    11,306    11,349 
Asset backed securities:                    
Due after five through ten years   20,356    20,345    6,134    6,199 
Due after fifteen years   17,332    17,237    11,938    11,784 
Municipals - nontaxable:                    
Due after five through ten years   401    409    404    413 
Due after ten through fifteen years   1,362    1,358    1,366    1,381 
Due after fifteen years   2,268    2,242    2,272    2,271 
                     
CRA Mutual fund   1,500    1,423    1,500    1,437 
Total  $139,294   $138,617   $125,917   $125,080 
                     
Held-to-maturity:                    
US Government agencies:                    
Due after one through five years  $5,000   $5,077   $5,000   $5,046 
Due after ten through fifteen years   4,986    4,938    4,985    4,960 
Municipals:                    
Due after five through ten years   1,487    1,498    428    444 
Due after ten through fifteen years   1,134    1,150    1,638    1,666 
Due after fifteen years   -    -    561    558 
Municipals - nontaxable:                    
Due after ten through fifteen years   1,409    1,390    1,414    1,421 
Due after fifteen years   283    278    283    283 
Total  $14,299   $14,331   $14,309   $14,378 

 

The estimated fair value of securities pledged to secure public funds, credit lines with the Federal Reserve Bank (“FRB”), and debtor-in-possession accounts amounted to $103.3 million at June 30, 2015 and $102.6 million at December 31, 2014.

 

10
 

 

NOTE 3 – SECURITIES (continued)

 

Securities available-for-sale and held-to-maturity that have an unrealized loss position at June 30, 2015 and December 31, 2014 are as follows:

 

   Securities in a loss   Securities in a loss         
   Position for less than   Position for 12 Months         
   12 Months   or Longer   Total 
June 30, 2015  Estimated       Estimated       Estimated     
   Fair   Unrealized   Fair   Unrealized   Fair   Unrealized 
   Value   Losses   Value   Losses   Value   Losses 
   (In Thousands) 
Investment securities available-for-sale:                              
                               
Mortgage backed securities  $14,359   $(98)  $13,217   $(297)  $27,576   $(395)
U.S. Government agencies   14,724    (274)   3,947    (53)   18,671    (327)
Municipals - nontaxable   3,600    (29)   -    -    3,600    (29)
Corporate bonds   4,402    (15)   -    -    4,402    (15)
Asset backed securities   5,166    (99)   2,877    (83)   8,043    (182)
CRA Mutual fund   -    -    1,423    (77)   1,423    (77)
Total  $42,251   $(515)  $21,464   $(510)  $63,715   $(1,025)
                               
Investment securities held-to-maturity:                              
                               
U.S. Government agencies  $4,938   $(48)  $-   $-   $4,938   $(48)
Municipals Taxable   1,606    (12)   -    -    1,606    (12)
Municipals - nontaxable   1,668    (24)   -    -    1,668    (24)
Total  $8,212   $(84)  $-   $-   $8,212   $(84)
                 
   Securities in a loss   Securities in a loss         
   Position for less than   Position for 12 Months         
   12 Months   or Longer   Total 
December 31, 2014  Estimated       Estimated       Estimated     
   Fair   Unrealized   Fair   Unrealized   Fair   Unrealized 
   Value   Losses   Value   Losses   Value   Losses 
   (In Thousands) 
Investment securities available-for-sale:                              
                               
Mortgage backed securities  $19,252   $(74)  $17,141   $(365)  $36,393   $(439)
U.S. Government agencies   -    -    18,525    (473)   18,525    (473)
Municipals - nontaxable   2,271    (1)   -    -    2,271    (1)
Corporate bonds   4,480    (27)   -    -    4,480    (27)
Asset backed securities   6,289    (71)   2,995    (101)   9,284    (172)
CRA Mutual fund   -    -    1,437    (63)   1,437    (63)
Total  $32,292   $(173)  $40,098   $(1,002)  $72,390   $(1,175)
                               
Investment securities held-to-maturity:                              
                               
U.S. Government agencies  $-   $-   $4,960   $(25)  $4,960   $(25)
Municipals - nontaxable   842    (3)   -    -    842    (3)
Total  $842   $(3)  $4,960   $(25)  $5,802   $(28)

 

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

 

11
 

 

NOTE 3 – SECURITIES (continued)

 

U.S. Government agencies

The Corporation’s unrealized losses on U.S. Government Agency obligations were caused by interest rate fluctuations. At June 30, 2015, one held-to-maturity security had an unrealized loss of $48 thousand while four available-for-sale securities had unrealized losses of $327 thousand. The severity and duration of these unrealized losses will fluctuate with interest rates in the economy. As the securities are obligations of government agencies, it is the Corporation’s intent to hold these securities until a market price recovery or maturity, and it is more likely than not that the Corporation will not be required to sell the securities before their anticipated recovery, the Corporation does not consider these investments other than temporarily impaired.

 

Mortgage backed securities

The Corporation’s unrealized losses on mortgage backed securities were caused by interest rate fluctuations. At June 30, 2015, eleven securities had unrealized losses of $395 thousand. As these securities are Ginnie Mae and government sponsored entity securities backed by the United States Government, the Corporation’s intent to hold these securities until a market price recovery or maturity, and the determination that it is more likely than not that the Corporation will not be required to sell these securities before their anticipated recoveries, the Corporation does not consider these investments other than temporarily impaired.

 

Asset backed securities

The Corporation’s unrealized losses on its asset backed securities were caused by interest rate fluctuations. At June 30, 2015, four securities had unrealized losses of $182 thousand. Based on the credit quality of the issuers, the Corporation’s intent to hold these securities until a market price recovery, and the determination that it is more likely than not that the Corporation will not be required to sell the securities before their anticipated recovery, the Corporation does not consider these investments other than temporarily impaired.

 

Mutual fund

The Corporation’s unrealized loss on its mutual fund investment was caused by interest rate fluctuations. At June 30, 2015, this one security had an unrealized loss of $77 thousand. Based on the credit quality of the issuer, the Corporation’s intent to hold this security until a market price recovery, and the determination that it is more likely than not that the Corporation will not be required to sell this security before its anticipated recovery, the Corporation does not consider this investment other than temporarily impaired.

 

Corporate bonds

The Corporation’s unrealized loss on a corporate obligation was caused by interest rate fluctuations. At June 30, 2015, one security had an unrealized loss of $15 thousand. Based on the credit quality of the issuer, the Corporation’s intent to hold this security until a market price recovery or maturity, and the determination that it is more likely than not that the Corporation will not be required to sell the security before its anticipated recovery, the Corporation does not consider this investment other than temporarily impaired.

 

Municipal

The Corporation’s unrealized losses on its municipal investments were caused by interest rate fluctuations. At June 30, 2015, four held-to-maturity securities had unrealized losses of $36 thousand while three available-for-sale municipal investments had unrealized losses of $29 thousand. Based on the credit quality of the issuers, the Corporation’s intent to hold these securities until a market price recovery, and the determination that it is more likely than not that the Corporation will not be required to sell these securities before their anticipated recovery, the Corporation does not consider these investments other than temporarily impaired.

 

12
 

 

NOTE 3 – SECURITIES (continued)

 

Restricted Stock

 

The Corporation’s restricted stock consists of Federal Home Loan Bank of Atlanta (“FHLB”) stock and FRB stock. The amortized costs of the restricted stock as of June 30, 2015 and December 31, 2014 are as follows:

 

   June 30, 2015   December 31, 2014 
   (In Thousands) 
Restricted Stock:          
           
FRB stock  $999   $999 
           
FHLB stock   6,472    7,962 
   $7,471   $8,961 

 

Securities Sold Under Agreements to Repurchase (Repurchase Agreements)

 

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

 

The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Corporation be in default (e.g., fails to make an interest payment to the counterparty). The collateral is held by a third-party financial institution in the Corporation’s custodial account. The Corporation has the right to sell or repledge the investment securities. The risks and rewards associated with the investment securities pledged as collateral (e.g. a decline or rise in the fair value of the investments) remains with the Corporation. As of June 30, 2015 and December 31, 2014, the obligations outstanding under these repurchase agreements totaled $18.1 million and $25.6 million, respectively, and were comprised of overnight sweep accounts. The fair value of the securities pledged in connection with these repurchase agreements at June 30, 2015 was $18.5 million in total and consisted of $5.5 million in municipal securities, $8.4 million in corporate bonds, and $4.6 million in asset-backed securities. The fair value of the securities pledged in connection with these repurchase agreements at December 31, 2014 was $26.1 million in total and consisted of $16.4 million in mortgage backed securities, $4.5 million in corporate bonds, and $5.2 million in asset-backed securities.

 

13
 

 

NOTE 4 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES

 

The following table presents the composition of the loans held for investment portfolio at June 30, 2015 and December 31, 2014:

 

   Composition of Loan Portfolio 
   June 30, 2015   December 31, 2014 
   Amount  

Percentage of

Total

   Amount  

Percentage of

Total

 
   (Dollars In Thousands) 
Commercial real estate-owner occupied  $222,012    26.61%  $199,442    25.68%
Commercial real estate-non owner occupied   134,585    16.13    125,442    16.15 
Residential real estate   198,418    23.79    194,213    25.01 
Commercial   223,756    26.82    210,278    27.08 
Real estate construction   47,037    5.64    41,080    5.29 
Consumer   8,434    1.01    6,148    0.79 
Total loans  $834,242    100.00%  $776,603    100.00%
Less allowance for loan losses   13,509         13,399      
   $820,733        $763,204      

 

Unearned income and net deferred loan fees and costs totaled $1.6 million at June 30, 2015 and December 31, 2014. Loans pledged to secure borrowings at the FHLB totaled $262.0 million and $215.8 million at June 30, 2015 and December 31, 2014, respectively.

 

Allowance for Loan Losses

 

The allowance for loan losses totaled $13.5 million at June 30, 2015 compared to $13.4 million at year end December 31, 2014. The allowance for loan losses was equivalent to 1.62% and 1.73% of total loans held for investment at June 30, 2015 and December 31, 2014, respectively. Adequacy of the allowance is assessed and the allowance is increased by provisions for loan losses charged to expense no less than quarterly. Charge-offs are taken when a loan is identified as uncollectible.

 

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

 

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

 

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

 

14
 

 

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

 

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

 

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

 

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

 

15
 

 

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

 

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

 

   Allowance for Loan Losses 
     
Three months ended June 30, 2015 

Commercial real

estate - owner

occupied

  

Commercial real

estate - non-owner

occupied

  

Residential

real estate

   Commercial  

Real estate

construction

   Consumer   Total 
   (In Thousands) 
Allowance for credit losses:                                   
Beginning Balance  $3,338   $1,751   $3,182   $4,338   $636   $86   $13,331 
Charge-offs   -    -    -    -    -    -    - 
Recoveries   -    -    14    14    -    -    28 
Provisions   20    108    (22)   (19)   29    34    150 
Ending Balance  $3,358   $1,859   $3,174   $4,333   $665   $120   $13,509 
                             
Six months ended June 30, 2015 

Commercial real

estate - owner

occupied

  

Commercial real

estate - non-owner

occupied

  

Residential

real estate

   Commercial  

Real estate

construction

   Consumer   Total 
   (In Thousands) 
Allowance for credit losses:                                   
Beginning Balance  $3,229   $1,894   $3,308   $4,284   $596   $88   $13,399 
Charge-offs   -    -    -    (114)   -    -    (114)
Recoveries   -    -    38    36    -    -    74 
Provisions   129    (35)   (172)   127    69    32    150 
Ending Balance  $3,358   $1,859   $3,174   $4,333   $665   $120   $13,509 
     
   Allowance for Loan Losses 
     
Three months ended June 30, 2014 

Commercial real

estate - owner

occupied

  

Commercial real

estate - non-owner

occupied

  

Residential

real estate

   Commercial  

Real estate

construction

   Consumer   Total 
   (In Thousands) 
Allowance for credit losses:                                   
Beginning Balance  $3,761   $1,715   $3,251   $3,545   $786   $113    13,171 
Charge-offs   -    -    (21)   -    -    -    (21)
Recoveries   -    -    21    40    -    -    61 
Provisions   (598)   181    (161)   714    (116)   (20)   - 
Ending Balance  $3,163   $1,896   $3,090   $4,299   $670   $93   $13,211 
                                    
Six months ended June 30, 2014                                   
Allowance for credit losses:                                   
Beginning Balance  $3,763   $1,734   $3,320   $3,484   $743   $92    13,136 
Charge-offs   -    -    (21)   (16)   -    -    (37)
Recoveries   -    -    61    51    -    -    112 
Provisions   (600)   162    (270)   780    (73)   1    - 
Ending Balance  $3,163   $1,896   $3,090   $4,299   $670   $93   $13,211 
     
   Recorded Investment in Loans 
                             
June 30, 2015 

Commercial real

estate - owner

occupied

  

Commercial real

estate - non-owner

occupied

  

Residential

real estate

   Commercial  

Real estate

construction

   Consumer   Total 
   (In Thousands) 
Allowance                                   
Ending balance:  $3,358   $1,859   $3,174   $4,333   $665   $120   $13,509 
Ending balance: individually evaluated for impairment  $-   $-   $-        $-   $-   $- 
Ending balance: collectively evaluated for impairment  $3,358   $1,859   $3,174   $4,333   $665   $120   $13,509 
Ending balance: loans acquired with deteriorated credit quality  $-   $-   $-   $-   $-   $-   $- 
                                    
Loans                                   
Ending balance  $222,012   $134,585   $198,418   $223,756   $47,037   $8,434   $834,242 
Ending balance: individually evaluated for impairment  $762   $5,819   $350   $1,367   $1,106   $-   $9,404 
Ending balance: collectively evaluated for impairment  $221,250   $128,766   $198,068   $222,389   $45,931   $8,434   $824,838 
Ending balance: loans acquired with deteriorated credit quality  $-   $-   $-   $-   $-   $-   $- 
                             
December 31, 2014 

Commercial real

estate - owner

occupied

  

Commercial real

estate - non-owner

occupied

  

Residential

real estate

   Commercial  

Real estate

construction

   Consumer   Total 
   (In Thousands) 
Allowance                                   
Ending balance:  $3,229   $1,894   $3,308   $4,284   $596   $88   $13,399 
Ending balance: individually evaluated for impairment  $-   $-   $-   $115   $-   $-   $115 
Ending balance: collectively evaluated for impairment  $3,229   $1,894   $3,308   $4,169   $596   $88   $13,284 
Ending balance: loans acquired with deteriorated credit quality  $-   $-   $-   $-   $-   $-   $- 
                                    
Loans                                   
Ending balance:  $199,442   $125,442   $194,213   $210,278   $41,080   $6,148   $776,603 
Ending balance: individually evaluated for impairment  $356   $-   $320   $1,515   $-   $-   $2,191 
Ending balance: collectively evaluated for impairment  $199,086   $125,442   $193,893   $208,763   $41,080   $6,148   $774,412 
Ending balance: loans acquired with deteriorated credit quality  $-   $-   $-   $-   $-   $-   $- 

 

16
 

 

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

 

Identifying and Classifying Portfolio Risks by Risk Rating

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

The Bank did not have any loans classified as loss at June 30, 2015 or December 31, 2014. It is the Bank’s policy to charge-off any loan once the risk rating is classified as loss.

 

17
 

 

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

 

The profile of the loan portfolio, as indicated by risk rating, as of June 30, 2015 and December 31, 2014 is shown below.

 

   June 30, 2015 
Credit Risk Profile by Risk Rating  Pass   Special Mention   Substandard   Doubtful   Loss  

Unearned

Income

   Total Loans 
   (In Thousands) 
Commercial real estate - owner occupied  $217,811   $1,955   $2,755   $-   $-   $(509)  $222,012 
Commercial real estate - non-owner occupied   127,301    -    7,610    -    -    (326)   134,585 
Residential real estate   196,333    1,922    370    -    -    (208)   198,418 
Commercial   208,793    12,596    2,694    -    -    (327)   223,756 
Real estate construction   46,199    -    1,106    -    -    (268)   47,037 
Consumer   8,431    -    -    -    -    3    8,434 
Total  $804,868   $16,473   $14,535   $-   $-   $(1,635)  $834,242 
     
   December 31, 2014 
Credit Risk Profile by Risk Rating  Pass   Special Mention   Substandard   Doubtful   Loss  

Unearned

Income

   Total Loans 
   (In Thousands) 
Commercial real estate - owner occupied  $194,007   $2,115   $3,767   $-   $-   $(447)  $199,442 
Commercial real estate - non-owner occupied   111,301    2,627    11,751    -    -    (237)   125,442 
Residential real estate   191,512    2,100    936    -    -    (335)   194,213 
Commercial   194,585    10,519    5,540    -    -    (366)   210,278 
Real estate construction   41,253    -    -    -    -    (173)   41,080 
Consumer   6,148    -    -    -    -         6,148 
Total  $738,806   $17,361   $21,994   $-   $-   $(1,558)  $776,603 

 

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

 

18
 

 

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

 

   For the Period Ended, June 30, 2015 
Credit Risk Profile Based on Payment Activity  Performing   Non-Performing   Total Loans 
   (In Thousands) 
Commercial real estate - owner occupied  $221,250   $762   $222,012 
Commercial real estate - non-owner occupied   128,765    5,820    134,585 
Residential real estate   198,255    163    198,418 
Commercial   223,074    682    223,756 
Real estate construction   47,037    -    47,037 
Consumer   8,434    -    8,434 
Total  $826,815   $7,427   $834,242 
     
   For the Period Ended, December 31, 2014 
Credit Risk Profile Based on Payment Activity  Performing   Non-Performing   Total Loans 
   (In Thousands) 
Commercial real estate - owner occupied  $199,442   $-   $199,442 
Commercial real estate - non-owner occupied   125,442    -    125,442 
Residential real estate   194,084    129    194,213 
Commercial   208,785    1,493    210,278 
Real estate construction   41,080    -    41,080 
Consumer   6,148    -    6,148 
Total  $774,981   $1,622   $776,603 

 

Loans are considered past due if a contractual payment is not made by the calendar day after the payment is due. However, for reporting purposes loans past due 1 to 29 days are excluded from loans past due and are included in the total for current loans in the table below. The delinquency status of the loans in the portfolio is shown below as of June 30, 2015 and December 31, 2014. Loans that were on non-accrual status are not included in any past due amounts.

 

   Age Analysis of Past Due Loans 
     
   June 30, 2015 
  

30-59 Days

Past Due

  

60-89 Days

Past Due

  

Greater than

90 Days

  

Total Past

Due

  

Non-accrual

Loans

  

Current

Loans

  

Total

Loans

 
   (In Thousands) 
Commercial real estate - owner occupied  $-   $-   $-   $-   $762   $221,250   $222,012 
Commercial real estate - non-owner occupied   -    -    -   -    5,820    128,765   134,585 
Residential real estate   -    -    -   -    163    198,255   198,418 
Commercial   -    -    -   -    682    223,074   223,756 
Real estate construction   -    -    -   -    -    47,037   47,037 
Consumer   -    -    -   -    -    8,434   8,434 
Total  $-   $-   $-   $-   $7,427   $826,815   $834,242 
     
   December 31, 2014 
  

30-59 Days

Past Due

  

60-89 Days

Past Due

  

Greater than

90 Days

  

Total Past

Due

  

Non-accrual

Loans

  

Current

Loans

  

Total

Loans

 
   (In Thousands) 
Commercial real estate - owner occupied  $-   $-   $-   $-   $-   $199,442   $199,442 
Commercial real estate - non-owner occupied   -    -    -   -    -    125,442   125,442 
Residential real estate   -    217    -   217    129    193,867   194,213 
Commercial   -    -    -   -    1,493    208,785   210,278 
Real estate construction   -    -    -   -    -    41,080   41,080 
Consumer   -    -    -   -    -    6,148   6,148 
Total  $-   $217   $-   $217   $1,622   $774,764   $776,603 

 

19
 

 

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

 

Troubled Debt Restructurings

 

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

 

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

 

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

 

No loans were modified in connection with a troubled debt restructuring during the six month periods ended June 30, 2015 and June 30, 2014.

 

Impaired Loans

 

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

 

As the ultimate collectability of the total principal of an impaired loan is in doubt, the loan is placed on nonaccrual status with all payment applied to principal under the cost-recovery method. As such, the Bank did not recognize any interest income on its impaired loans for the three and six month periods ended June 30, 2015 and 2014.

 

20
 

 

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

 

The table below shows the results of management’s analysis of impaired loans as of June 30, 2015 and December 31, 2014.

 

   Impaired Loans 
   June 30, 2015   December 31, 2014 
    Recorded
investment 
    Unpaid principal
balance 
    Related
allowance 
    Recorded
investment 
    Unpaid principal
balance 
    Related
allowance 
 
   (In Thousands) 
With no specific related allowance recorded:                              
Commercial real estate - owner occupied  $1,115   $1,115   $-   $356   $356   $- 
Commercial real estate - non-owner occupied   5,820    5,902    -    -    -    - 
Residential real estate   350    392    -    320    362    - 
Commercial   1,367    2,033    -    1,401    1,913    - 
Real estate construction   1,105    1,105    -    -    -    - 
Consumer   -    -    -    -    -    - 
With a specific related allowance recorded:                              
Commercial real estate - owner occupied  -   -   -    -    -    - 
Commercial real estate - non-owner occupied   -    -    -    -    -    - 
Residential real estate   -    -    -    -    -    - 
Commercial   -         -    114    120    115 
Real estate construction   -    -    -    -    -    - 
Consumer   -    -    -    -    -    - 
Total:                              
Commercial real estate - owner occupied  1,115   1,115   -   356   356      
Commercial real estate - non-owner occupied   5,820    5,902    -    -    -    - 
Residential real estate   350    392    -    320    362      
Commercial   1,367    2,033    -    1,515    2,033    115 
Real estate construction   1,105    1,105    -    -    -    - 
Consumer   -    -    -    -    -    - 
   $9,757   $10,547   $-   $2,191   $2,751   $115 

 

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

 

   Three Months Ended   Six Months Ended 
   June 30, 2015   June 30, 2014   June 30, 2015   June 30, 2014 
    Average Recorded
Investment 
    Average Recorded
Investment 
   Average Recorded
Investment
    Average Recorded
Investment 
 
   (In Thousands) 
Commercial real estate - owner occupied  $1,115   $361   $1,116   $362 
Commercial real estate - non-owner occupied   5,966    -    6,033    - 
Residential real estate   393    540    394    597 
Commercial   2,048    1,796    2,073    1,755 
Real estate construction   1,121    -    1,127    - 
Consumer   -    -    -    - 
   $10,643   $2,697   $10,743   $2,714 

 

NOTE 5 – SEGMENT REPORTING

 

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

 

21
 

 

NOTE 5 – SEGMENT REPORTING (continued)

 

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

 

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

 

The following table presents segment information as of and for the three months ended June 30, 2015 and 2014:

 

   Commercial   Mortgage   Wealth           Consolidated 
June 30, 2015  Banking   Banking   Management   Other   Eliminations   Totals 
   (In Thousands) 
Revenues:                              
Interest income  $10,533   $564   $-   $4   $(314)  $10,787 
Gain on sale of loans   -    5,705    -    -    -    5,705 
Other revenues   732    (79)   679    360    (316)   1,376 
Total revenues   11,265    6,190    679    364    (630)   17,868 
                               
Expenses:                              
Interest expense   983    241    (6)   76    (314)   980 
Salaries and employee benefits   3,268    3,182    549    -    -    6,999 
Other expenses   1,880    1,384    260    597    (316)   3,805 
Total operating expenses   6,131    4,807    803    673    (630)   11,784 
                               
Income (loss) before income taxes  $5,134   $1,383   $(124)  $(309)  $-   $6,084 
                               
Total assets  $1,113,304   $53,884   $1,290   $16,095   $(18,451)  $1,166,122 

 

   Commercial   Mortgage   Wealth           Consolidated 
June 30, 2014  Banking   Banking   Management   Other   Eliminations   Totals 
   (In Thousands) 
Revenues:                              
Interest income  $9,341   $297   $-   $3   $(139)  $9,502 
Gain on sale of loans   -    3,787    -    -    -    3,787 
Other revenues   619    333    539    331    (293)   1,529 
Total revenues   9,960    4,417    539    334    (432)   14,818 
                               
Expenses:                              
Interest expense   836    46    5    91    (139)   839 
Salaries and employee benefits   2,935    2,584    433    -    -    5,952 
Other expenses   1,485    1,204    249    621    (293)   3,266 
Total operating expenses   5,256    3,834    687    712    (432)   10,057 
                               
Income (loss) before income taxes  $4,704   $583   $(148)  $(378)  $-   $4,761 
                               
Total assets  $945,351   $54,011   $1,694   $14,573   $(16,442)  $999,187 

 

22
 

 

NOTE 5 – SEGMENT REPORTING (continued)

 

The following table presents segment information as of and for the six months ended June 30, 2015 and 2014:

 

   Commercial   Mortgage   Wealth           Consolidated 
June 30, 2015  Banking   Banking   Management   Other   Eliminations   Totals 
   (In Thousands) 
Revenues:                              
Interest income  $20,613   $926   $-   $7   $(483)  $21,063 
Gain on sale of loans   -    9,276    -    -    -    9,276 
Other revenues   1,451    1,346    1,224    706    (617)   4,110 
Total revenues   22,064    11,548    1,224    713    (1,100)   34,449 
                               
Expenses:                              
Interest expense   1,821    336    -    140    (483)   1,814 
Salaries and employee benefits   6,495    6,208    1,013    -    -    13,716 
Other expenses   3,684    2,609    467    1,191    (617)   7,334 
Total operating expenses   12,000    9,153    1,480    1,331    (1,100)   22,864 
                               
Income (loss) before income taxes  $10,064   $2,395   $(256)  $(618)  $-   $11,585 
                               
Total assets  $1,113,304   $53,884   $1,290   $16,095   $(18,451)  $1,166,122 

 

   Commercial   Mortgage   Wealth           Consolidated 
June 30, 2014  Banking   Banking   Management   Other   Eliminations   Totals 
   (In Thousands) 
Revenues:                              
Interest income  $18,189   $499   $-   $6   $(247)  $18,447 
Gain on sale of loans   -    5,515    -    -    -    5,515 
Other revenues   1,102    882    1,048    618    (593)   3,057 
Total revenues   19,291    6,896    1,048    624    (840)   27,019 
                               
Expenses:                              
Interest expense   1,638    56    10    186    (247)   1,643 
Salaries and employee benefits   5,735    4,384    720    -    -    10,839 
Other expenses   3,033    1,870    474    1,252    (593)   6,036 
Total operating expenses   10,406    6,310    1,204    1,438    (840)   18,518 
                               
Income (loss) before income taxes  $8,885   $586   $(156)  $(814)  $-   $8,501 
                               
Total assets  $945,351   $54,011   $1,694   $14,573   $(16,442)  $999,187 

 

23
 

 

NOTE 6 – EARNINGS PER SHARE

 

The following table shows the calculation of both basic and diluted earnings per share (“EPS”) for the three and six months ended June 30, 2015 and 2014, respectively. The numerator of both the basic and diluted EPS is equivalent to net income. The weighted average number of shares outstanding used as the denominator for diluted EPS is increased over the denominator used for basic EPS by the effect of potentially dilutive common stock options utilizing the treasury stock method.

 

   Three Months   Three Months 
   Ended   Ended 
   June 30, 2015   June 30, 2014 
   (In Thousands, Except for Share and Per Share Data) 
         
BASIC EARNINGS PER SHARE:          
Net income  $3,984   $3,064 
Weighted average shares outstanding   10,518,939    10,411,085 
           
Basic earnings per share  $0.38   $0.29 
           
DILUTED EARNINGS PER SHARE:          
Net income  $3,984   $3,064 
Weighted average shares outstanding   10,518,939    10,411,085 
Dilutive stock options   71,943    43,627 
Weighted average diluted shares outstanding   10,590,882    10,454,712 
           
Diluted earnings per share  $0.38   $0.29 

 

   Six Months   Six Months 
   Ended   Ended 
   June 30, 2015   June 30, 2014 
   (In Thousands, Except for Share and Per Share Data) 
         
BASIC EARNINGS PER SHARE:          
Net income  $7,557   $5,478 
Weighted average shares outstanding   10,496,152    10,401,083 
           
Basic earnings per share  $0.72   $0.52 
           
DILUTED EARNINGS PER SHARE:          
Net income  $7,557   $5,478 
Weighted average shares outstanding   10,496,152    10,401,083 
Dilutive stock options   57,900    49,816 
Weighted average diluted shares outstanding   10,554,052    10,450,899 
           
Diluted earnings per share  $0.72   $0.52 

 

24
 

 

NOTE 7 – COMMITMENTS AND CONTINGENT LIABILITIES

 

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

 

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

 

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

 

At June 30, 2015 and December 31, 2014, the Mortgage Division had open forward contracts with a notional value of $75.3 million and $45.3 million, respectively. At June 30, 2015 and December 31, 2014, the Mortgage Division did not have any open mandatory delivery contracts. The open forward delivery contracts are composed of forward sales of MBS. The fair value of these open forward contracts was $273 thousand and ($349) thousand at June 30, 2015 and December 31, 2014, respectively.

 

Interest rate lock commitments totaled $50.6 million and $23.5 million at June 30, 2015 and December 31, 2014, respectively, and included $9.6 million and $5.3 million that were made on a best efforts basis at June 30, 2015 and December 31, 2014, respectively. Fair values of these best efforts commitments were $88 thousand and $39 thousand at June 30, 2015 and December 31, 2014, respectively. The remaining hedged interest rate lock commitments totaling $41.1 million and $18.2 million at June 30, 2015 and December 31, 2014 had a fair value of $287 thousand and $200 thousand, respectively.

 

Included in other noninterest income for the six months ended June 30, 2015 and June 30, 2014 was a net gain of $328 thousand and a net gain of $350 thousand, respectively, relating to derivative instruments. The amount included in other noninterest income for the six months ended June 30, 2015 and June 30, 2014 pertaining to its hedging activities was a net realized loss of $259 thousand and a net realized loss of $1.1 million, respectively.

 

25
 

 

NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS

 

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers: Topic 606”. This ASU supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition” as well as most industry-specific guidance. The amendments also create a new Subtopic 340-40 “Other Assets and Deferred Costs – Contracts with Customers”. In summary, entities are to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The provisions of ASU 2014-09 are effective for annual periods beginning after December 15, 2016 and interim periods within 2017. The adoption of this guidance should not have a material effect on the Corporation’s financial condition or results of operations.

 

In June 2014, the FASB issued ASU 2014-11, “Transfers and Servicing (Topic 860)” which changes the accounting for repurchase financing arrangements. It also requires additional disclosures about repurchase agreements and other similar transactions. Under this ASU, transactions would all be accounted for as secured borrowings as the guidance eliminates sale accounting for repurchase-to-maturity transactions. The amendments in the ASU require new disclosures for transactions that are economically similar to repurchase agreements in which the transferor retains substantially all of the exposure to the economic return on the transferred financial assets throughout the transaction term as well as expanded disclosures on the nature of pledged collateral in repurchase agreements. The provisions of ASU 2014-11 are effective for annual periods beginning after December 15, 2014. The adoption of this guidance did not have a material effect on the Corporation’s financial condition or results of operations.

 

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

 

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

 

In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810)”. This ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate consolidation of certain legal entities by reducing the number of consolidation models from four to two and is intended to improve current GAAP. The amendments in the ASU are effective beginning after December 15, 2016. The adoption of this guidance should not have a material effect on the Corporation’s financial condition or results of operations.

 

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

 

26
 

 

NOTE 9 - FAIR VALUE

 

Fair value pursuant to FASB ASC 820-10, Fair Value Measurements and Disclosures, is the exchange price, in an orderly

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Substantially all assumptions used by the independent pricing service are observable in the marketplace, can be derived from

observable data, or are supported by observable levels at which transactions are executed in the marketplace (Level 2).

 

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

 

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

 

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

 

27
 

 

NOTE 9 - FAIR VALUE (continued)

 

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

 

Assets and liabilities measured at fair value under FASB ASC 820-10 on a recurring and non-recurring basis, including financial assets and liabilities for which the Corporation has elected the fair value option as of June 30, 2015 and December 31, 2014, are summarized below:

 

   Fair Value Measurement  
   at June 30, 2015 Using 
Description  Carrying 
Value
   Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
   Other 
Observable
Inputs (Level 2)
   Significant
Unobservable
Inputs   (Level 3)
 
   (In Thousands) 
Financial Assets-Recurring                    
Available-for-sale investment securities                    
US Government agency  $18,671   $-   $18,671   $- 
Mortgage backed securities   63,724    -    63,724    - 
Corporate bonds   13,208    -    13,208    - 
Asset backed securities   37,582    -    37,582    - 
Municipals - nontaxable   4,009    -    4,009    - 
CRA Mutual fund   1,423    -    1,423    - 
Total available-for-sale investment securities   138,617    -    138,617    - 
                     
Residential loans held for sale   50,297    -    50,297    - 
Derivative assets   935    -    -    935 
Total Financial Assets-Recurring  $189,849   $-   $188,914   $935 
                     
Financial Liabilities-Recurring                    
Derivative liabilities  $287   $-   $-   $287 
Total Financial Liabilities-Recurring  $287   $-   $-   $287 
                     
Financial Assets-Non-Recurring                    
Impaired loans (1)  $9,757   $-   $-   $9,757 
Total Financial Assets-Non-Recurring  $9,757   $-   $-   $9,757 

 

(1) Represents the carrying value of loans for which adjustments are based on the appraised value of the collateral, if collateral dependent, or the present value of expected future cash flows, discounted at the loan's effective interest rate.

 

28
 

 

NOTE 9 - FAIR VALUE (continued)

 

   Fair Value Measurement  
   at December 31, 2014 Using 
Description  Carrying
 Value
   Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
   Other 
Observable
Inputs (Level 2)
   Significant
Unobservable
Inputs (Level 3)
 
   (In Thousands) 
Financial Assets-Recurring                    
Available-for-sale investment securities                    
US Government agency  $18,525   $-   $18,525   $- 
Mortgage backed   69,698    -    69,698    - 
Corporate bonds   13,372    -    13,372    - 
Asset Backed Securities   17,983    -    17,983    - 
Municipals - nontaxable   4,065    -    4,065    - 
CRA Mutual fund   1,437    -    1,437    - 
Total available-for-sale investment securities   125,080    -    125,080    - 
                     
Residential loans held for sale   45,026    -    45,026    - 
Derivative assets   330    -    -    330 
Total Financial Assets-Recurring  $170,436   $-   $170,106   $330 
                     
Financial Liabilities-Recurring                    
Derivative liabilities  $440   $-   $-   $440 
Total Financial Liabilities-Recurring  $440   $-   $-   $440 
                     
Financial Assets-Non-Recurring                    
Impaired loans (1)  $2,191   $-   $-   $2,191 
Total Financial Assets-Non-Recurring  $2,191   $-   $-   $2,191 

 

(1) Represents the carrying value of loans for which adjustments are based on the appraised value of the collateral. collateral dependent, or the present value of expected future cash flows, discounted at the loan's effective interest rate.

 

It is the Corporation’s policy to recognize transfers between levels as of the actual date of the event or change in circumstances that caused the transfer. There were no transfers between Level 1 and Level 2 during the six month periods ended June 30, 2015 and 2014.

 

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

 

   Three Months Ended June 30, 
   2015   2014 
   (In Thousands) 
Balance, beginning of period  $192   $85 
Realized and unrealized gains (losses) included in earnings   456    (78)
Unrealized gains (losses) included in other comprehensive income   -    - 
Purchases, settlements, paydowns, and maturities   -    - 
Transfer into Level 3   -    - 
Balance, end of period  $648   $7 

 

29
 

 

NOTE 9 - FAIR VALUE (Continued)

 

   Six Months Ended June 30, 
   2015   2014 
   (In Thousands) 
Balance, beginning of period  $(110)  $95 
Realized and unrealized gains (losses) included in earnings   758    (88)
Unrealized gains (losses) included in other comprehensive income   -    - 
Purchases, settlements, paydowns, and maturities   -    - 
Transfer into Level 3   -    - 
Balance, end of period  $648   $7 

 

The following tables presents qualitative information about level 3 fair value measurements for financial instruments measured at fair value at June 30, 2015 and December 31, 2014:

 

   June 30, 2015
Description  Fair Value Estimate   Valuation Techniques  Unobservable Input  Range (Weighted Average)
   (In Thousands)
Financial Assets - Recurring              
Derivative assets  $935   Market pricing (3)  Estimated pullthrough  75% - 90% (84.6%)
Derivative liabilities  $287   Market pricing (3)  Estimated pullthrough  75% - 90% (84.6%)
               
Financial Assets - Non-recurring              
Impaired loans - Real estate secured  $8,390   Appraisal of collateral (1)  Liquidation expenses (2)  0% - 20% (11%)
Impaired loans - Non-real estate secured  $1,367   Cash flow basis  Liquidation expenses (2)  0% - 10% (0%)

 

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

 

   December 31, 2014
Description  Fair Value Estimate   Valuation Techniques  Unobservable Input  Range (Weighted Average)
   (In Thousands)
Financial Assets - Recurring              
Derivative assets  $330   Market pricing (3)  Estimated pullthrough  75% - 90% (84.5%)
Derivative liabilities  $440   Market pricing (3)  Estimated pullthrough  75% - 90% (84.5%)
               
Financial Assets - Non-recurring              
Impaired loans - Real estate secured  $676   Appraisal of collateral (1)  Liquidation expenses (2)  0% - 20% (8%)
Impaired loans - Non-real estate secured  $1,515   Cash flow basis  Liquidation expenses (2)  0% - 10% (0%)

 

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

 

30
 

 

NOTE 9 - FAIR VALUE (Continued)

 

Financial instruments recorded using FASB ASC 825-10

 

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

 

The following table reflects the differences between the fair value carrying amount of residential mortgage loans held for sale at June 30, 2015, measured at fair value under FASB ASC 825-10, and the aggregate unpaid principal amount the Corporation is contractually entitled to receive at maturity.

 

(In Thousands)  Aggregate
 Fair Value
   Difference   Contractual
Principal
 
Residential mortgage loans held for sale  $50,297   $1,426   $48,871 

 

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

 

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

 

Cash and Short-Term Investments

 

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

 

Restricted Stock

 

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

 

Loans, Net of Allowance

 

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

 

Accrued Interest

 

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

 

Deposits and Borrowings

 

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

 

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NOTE 9 - FAIR VALUE (Continued)

 

Off-Balance-Sheet Financial Instruments

 

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

 

At June 30, 2015 and December 31, 2014, the majority of off-balance-sheet items are variable rate instruments or convert to variable rate instruments if drawn upon. Therefore, the fair value of these items is largely based on fees, which are nominal and immaterial.

 

The carrying amounts and estimated fair values of financial instruments at June 30, 2015 and December 31, 2014 were as follows:

 

   June 30, 2015   December 31, 2014 
       Estimated       Estimated 
   Carrying   Fair   Carrying   Fair 
   Amount   Value   Amount   Value 
  (In Thousands) 
Financial assets:    
Cash and short-term  investments  $91,500   $91,500   $56,029   $56,029 
Securities available-for-sale   138,617    138,617    125,080    125,080 
Securities held-to-maturity   14,299    14,331    14,309    14,378 
Restricted stock   7,471    7,471    8,961    8,961 
Loans, net of allowance   871,030    896,694    808,230    837,937 
Derivatives   935    935    330    330 
Total financial assets  $1,123,852   $1,149,548   $1,012,939   $1,042,715 
                     
Financial liabilities:                    
Deposits  $905,402   $901,058   $755,443   $753,675 
Short-term borrowings   138,079    137,878    185,635    185,396 
Long-term borrowings   10,000    9,983         —  
Derivatives   287    287    440    440 
Total financial liabilities  $1,053,768   $1,049,206   $941,518   $939,511 

 

32
 

 

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

 

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

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the customer. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Corporation evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral, if any, deemed necessary by the Corporation upon extension of credit is based on management’s credit evaluation of the counterparty. Collateral normally consists of real property, liquid assets or business assets. The Corporation had $13.4 million and $16.8 million in outstanding commitments at June 30, 2015 and December 31, 2014, respectively.

 

The Corporation’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amount of those instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. The Corporation had $320.6 million and $249.4 million in unfunded lines of credit whose contract amounts represent credit risk at June 30, 2015 and December 31, 2014, respectively.

 

Standby letters of credit are conditional commitments issued by the Corporation to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. Essentially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Corporation generally holds collateral supporting those commitments if deemed necessary. The Corporation had standby letters of credit outstanding in the amount of $4.5 million and $4.2 million at June 30, 2015 and December 31, 2014, respectively.

 

The Bank maintains a reserve for potential off-balance sheet credit losses that is included in other liabilities on the balance sheet. At June 30, 2015 and December 31, 2014 the balance in this reserve totaled $666 thousand and $641 thousand, respectively.

 

The Mortgage Division of the Bank makes representations and warranties that loans sold to investors meet its program’s guidelines and that the information provided by the borrowers is accurate and complete. In the event of a default on a loan sold, the investor may make a claim for losses due to document deficiencies, program compliance, early payment default, and fraud or borrower misrepresentations. The Mortgage Division maintains a reserve in other liabilities for potential losses on mortgage loans sold. At June 30, 2015 and December 31, 2014, the balance in this reserve totaled $1.2 million.

 

33
 

 

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

 

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

 

   Allowance for Losses on Mortgage Loans Sold 
   Six Months ended June 30,   Year ended 
   2015   2014   December 31, 2014 
   (In Thousands) 
Allowance for losses on mortgage loans sold -beginning of period  $1,198   $4,645   $4,645 
Provision charged to (released from) operating expense   -    -    (3,250)
Recoveries   -    -    5 
Charge-offs   (11)   (12)   (202)
Allowance for losses on mortgage loans sold - end of period  $1,187   $4,633   $1,198 

 

NOTE 11 – BANK-OWNED LIFE INSURANCE POLICIES

 

The Corporation had $15.6 million and $15.3 million in bank-owned life insurance (“BOLI”) at June 30, 2015 and December 31, 2014, respectively. The Corporation recognized interest income, which is included in other noninterest income, of $231 thousand for the six months ended June 30, 2015. The Corporation did not recognize any interest income in relation to its BOLI for the six months ended June 30, 2014.

 

34
 

 

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

 

The following discussion and analysis should be read in conjunction with Access National Corporation’s (“Corporation”, “we”, “us”) consolidated financial statements, and notes thereto, included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results for the year ending December 31, 2015 or any future period.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

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

 

For additional discussion of risk factors that may cause our actual future results to differ materially from the results indicated within forward looking statements, please see “Item 1A – Risk Factors” of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

 

CRITICAL ACCOUNTING POLICIES

 

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

 

35
 

 

Allowance for Loan Losses

 

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

 

Other Than Temporary Impairment of Securities

 

Securities in the Corporation’s securities portfolio are classified as either available-for-sale or held-to-maturity. At June 30, 2015, there were no non-agency mortgage backed securities or trust preferred securities in the portfolio. The estimated fair value of the portfolio fluctuates due to changes in market interest rates and other factors. Changes in estimated fair value are recorded in shareholders’ equity as a component of other comprehensive income. Securities are monitored to determine whether a decline in their value is other than temporary. Management evaluates the securities portfolio on a quarterly basis to determine the collectability of amounts due per the contractual terms of each security. A decline in the fair value of an investment below its amortized cost attributable to factors that indicate the decline will not be recovered over the anticipated holding period of the investment will cause the security to be considered other than temporarily impaired. Other than temporary impairments result in reducing the security’s carrying value by the amount of the estimated credit loss. The credit component of the other than temporary impairment loss is realized through the statement of income and the remainder of the loss remains in other comprehensive income. At June 30, 2015, there were no securities with other than temporary impairment.

 

Income Taxes

 

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

 

Fair Value

 

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

 

36
 

 

FINANCIAL CONDITION

 

Executive Summary

 

At June 30, 2015, the Corporation’s assets totaled $1.2 billion, compared to $1.1 billion at December 31, 2014, an increase of $113.2 million. The increase in assets was primarily due to a growth in loans held for investment of $57.5 million, an increase in interest-bearing balances of $33.0 million, an increase in investment securities of $13.5 million, and an increase in loans held for sale of $5.3 million. The first half of 2015 reflected growth in all categories of loans held for investment from December 31, 2014. The $57.5 million increase in loans held for investment as compared to December 31, 2014 is primarily attributable to a $22.6 million or 11.3% growth in commercial real estate – owner occupied loans, a $13.5 million or 6.4% increase in commercial loans, and a $9.1 million or 7.3% increase in commercial real estate – non-owner occupied. Overall, the portfolio of loans held for investment grew at an annualized rate of 14.8%. At June 30, 2015, loans secured by real estate collateral comprised 72.1% of our total loan portfolio, with loans secured by commercial real estate contributing 42.7% of our total loan portfolio, loans secured by residential real estate contributing 23.8% and real estate construction loans contributing 5.6%. Loans held for sale totaled $50.3 million at June 30, 2015, compared to $45.0 million at December 31, 2014. Loans held for sale fluctuates with the volume of loans originated during any given month and the length of time the loans are held prior to selling them in the secondary market. Deposits totaled $905.4 million at June 30, 2015, compared to $755.4 million at December 31, 2014, an increase of $150.0 million. Noninterest-bearing deposits increased $86.4 million from $252.9 million at December 31, 2014 to $339.3 million at June 30, 2015. Time deposits increased from $268.9 million at December 31, 2014 to $326.1 million at June 30, 2015, an increase of $57.3 million due largely to a deliberate increase in wholesale funding of $42.4 million which was used to increase the securities portfolio as well as reduce short-term borrowings.

 

Net income for the second quarter of 2015 totaled $4.0 million compared to $3.1 million for the same period in 2014. Earnings per diluted share were $0.38 for the second quarter of 2015, compared to $0.29 per diluted share in the same period of 2014. Second quarter 2015 pretax earnings increased $1.3 million or 27.8% when compared to second quarter 2014 pretax earnings. The increase was primarily due to increases in pretax income for both the banking and mortgage segments from second quarter 2014 of $430 thousand and $800 thousand, respectively. The banking segment’s increase was due to an increase in net interest income over second quarter 2014 of $1.0 million and was partially offset by an increase in salaries and employee benefits of $334 thousand, an increase in the provision for loan losses of $150 thousand, and an increase in other expenses of $222 thousand. The mortgage segment’s increase over second quarter 2015 was due to an increase in income generated by mortgage loan originations of $36.0 million or 32.9%.

 

Net income for the six months ended June 30, 2015 totaled $7.6 million compared to $5.5 million for the same period in 2014. Earnings per diluted share were $0.72 for the first six months of 2015, compared to $0.52 per diluted share in the same period of 2014. For the six month period ended June 30, 2015, the banking segment saw an increase in pretax income of $1.2 million when compared to the six months ended June 30, 2014 due to an increase in net interest income of $2.2 million which was partially offset by an increase in salaries and employee benefits of $1.3 million. The mortgage segment had an increase in pretax income of $1.8 million due to an increase in loan origination volume of $80.0 million when comparing the six month period ended June 30, 2015 to the same period in 2014. This increased volume as well as an increase in the secondary market pricing led to a $3.8 million increase in gain on sale of loans when comparing the six month period ending June 2015 to the same period in 2014. This increase was partially offset by an increase in non-interest expense of $2.6 million for the six months ending June 2015 to the same period ending June 2014 due largely to costs related to the increased mortgage production volume.

 

Non-performing assets (“NPAs”) totaled $7.4 million, or 0.64%, of total assets at June 30, 2015, up from $1.6 million, or 0.15%, of total assets at December 31, 2014 due mainly to the addition of one $6.0 million loan to nonaccrual status. NPAs were comprised solely of non-accrual loans at June 30, 2015.

 

37
 

 

The unemployment rate for Fairfax County, Virginia was at 4.0% as of February 2015 and still well below the 4.8% unemployment rate for the state of Virginia at the end of March 2015 and 5.5% for the nation at the end of March 2015. Information reviewed at the Federal Open Market Committee’s (FOMC) March 2015 meeting suggested economic growth has moderated since January 2015. Labor market indicators showed further improvement with strong gains [in _____] and a lower unemployment rate suggesting that underutilization of labor resources continues to diminish. The FOMC reaffirmed its view that the current target rate for the federal funds rate remains appropriate. The historically low interest rate environment continues to negatively impact yields of variable loans and the securities portfolio. The Corporation’s net interest margin for the three months ended March 31, 2015 decreased to 3.72% from the March 31, 2014 percentage of 3.78%. While there is no certainty to the magnitude of any impact, the continued extended period of low short-term interest rates, as presently forecasted by the Federal Reserve, will continue to have an adverse effect on the net interest margin.

 

While we continue to see price appreciation in the local residential real estate market, there is no guarantee that these positive trends will continue, and contrasting the real estate market price appreciation are mixed results in the labor markets. As such, we remain cautious as to the macro-economic risks, many openly identified by the Federal Open Market Committee, including persistently high rates of underemployment. As a consequence, we have generally retained more cautious loan underwriting criteria established during the financial crisis period of 2007 – 2009. In spite of these challenges, we are proactive in seeking new client relationships driven by our target market profile: business-to-business and business-to-government companies with annual revenue of $1 million to $100 million and the various banking services needed by the business and the professionals associated with the businesses. The Corporation is optimistic with a strong capital base and being positioned for continued growth.

 

Securities

 

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

 

At June 30, 2015 the fair value of the securities portfolio totaled $152.9 million, compared to $139.5 million at December 31, 2014. Included in the fair value totals are held-to-maturity securities with an amortized cost of $14.3 million (fair value of $14.3 million) and $14.3 million (fair value of $14.4 million) at June 30, 2015 and December 31, 2014, respectively. Securities classified as available-for-sale are accounted for at fair market value with unrealized gains and losses recorded directly to a separate component of shareholders' equity, net of associated tax effect while held-to-maturity securities are carried at amortized cost. Investment securities are used to provide liquidity, to generate income, and to temporarily supplement loan growth as needed.

 

Restricted Stock

 

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

 

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Loans

 

The loan portfolio constitutes the largest component of earning assets and is comprised of commercial real estate – owner occupied, commercial real estate – non-owner occupied, residential real estate, commercial, real estate construction, and consumer loans. All lending activities of the Bank and its subsidiaries are subject to the regulations and supervision of the Comptroller. The loan portfolio does not have any pay option adjustable rate mortgages, loans with teaser rates or subprime loans or any other loans considered “high risk loans”. Loans totaled $834.2 million at June 30, 2015 compared to $776.6 million at December 31, 2014, an increase of $57.5 million or 7.4%. Comprising the growth, commercial real estate – owner occupied loans increased $22.6 million, commercial loans increased $13.5 million, commercial real estate – non-owner occupied increased $9.1 million, real estate construction loans increased $5.9 million, residential real estate loans increased $4.2 million and consumer loans increased $2.2 million. The overall increase in loans reflects results from our marketing outreach as well as continued improvement in loan demand by local businesses. Please see Note 4 to the consolidated financial statements for a table that summarizes the composition of the Corporation’s loan portfolio. The following is a summary of the loan portfolio at June 30, 2015.

 

Commercial Real Estate Loans – Owner Occupied: This category of loans represented the second largest segment of the loan portfolio and was comprised of owner occupied loans secured by the commercial property, totaling $222.0 million, representing 26.61% of the loan portfolio at June 30, 2015. Commercial real estate loans are secured by the subject property and underwritten to policy standards. Policy standards approved by the Board of Directors from time to time set forth, among other considerations, loan-to-value limits, cash flow coverage ratios, and the general creditworthiness of the obligors.

 

Commercial Real Estate Loans – Non-Owner Occupied: This category of loans represented the fourth largest segment of the loan portfolio and was comprised of loans secured by income producing commercial property, totaling $134.6 million and representing 16.13% of the loan portfolio at June 30, 2015. Commercial real estate loans are secured by the subject property and underwritten to policy standards as listed above.

 

Residential Real Estate Loans: This category represented the third largest segment of the loan portfolio and included loans secured by first or second mortgages on one to four family residential properties. This segment totaled $198.4 million and comprised 23.79% of the loan portfolio as of June 30, 2015. Of this amount, the following sub-categories existed as a percentage of the whole residential real estate loan portfolio as of June 30, 2015: home equity lines of credit, 19.6%; first trust mortgage loans, 71.9%; and junior trust loans, 8.5%.

 

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

 

Commercial Loans: Commercial Loans represented the largest segment of the loan portfolio, totaling $223.8 million and representing 26.82% of the loan portfolio as of June 30, 2015. These loans are made to businesses or individuals within our target market for business purposes. Typically the loan proceeds are used to support working capital and the acquisition of fixed assets of an operating business. We underwrite these loans based upon our assessment of the obligor(s)’ ability to generate operating cash flows in the future necessary to repay the loan. To address the risks associated with the uncertainties of future cash flows, these loans are generally well secured by assets owned by the business or its principal shareholders/owners and the principal shareholders/owners are typically required to guarantee the loan.

 

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Real Estate Construction Loans: Real estate construction loans, also known as construction and land development loans represented the fifth largest segment of the loan portfolio and totaled $47.0 million and represented 5.64% of the loan portfolio as of June 30, 2015. These loans generally fall into one of three categories: first, loans to individuals that are ultimately used to acquire property and construct an owner occupied residence; second, loans to builders for the purpose of acquiring property and constructing homes for sale to consumers; and third, loans to developers for the purpose of acquiring land that is developed into finished lots for the ultimate construction of residential or commercial buildings. Loans of these types are generally secured by the subject property within limits established by the Board of Directors based upon an assessment of market conditions and updated from time to time. The loans typically carry recourse to principal owners. In addition to the repayment risk associated with loans to individuals and businesses, loans in this category carry construction completion risk. To address this additional risk, loans of this type are subject to additional administration procedures designed to verify and ensure progress of the project in accordance with allocated funding, project specifications and time frames.

 

Consumer Loans: Consumer loans, which were the smallest segment of the loan portfolio, totaled $8.4 million and represented 1.01% of the loan portfolio as of June 30, 2015. Most loans in this category are well secured with assets other than real estate, such as marketable securities or automobiles. Very few consumer loans are unsecured. As a matter of operation, management discourages unsecured lending. Loans in this category are underwritten to standards within a traditional consumer framework that is periodically reviewed and updated by management and the Board of Directors and takes into consideration repayment capacity, collateral value, savings pattern, credit history, and stability.

 

Loans Held for Sale (“LHFS”)

 

LHFS are residential mortgage loans originated by the Mortgage Division of the Bank to consumers and underwritten in accordance with standards set forth by an institutional investor to whom we expect to sell the loans for a profit. Loan proceeds are used for the purchase or refinance of the property securing the loan. Loans are sold with the servicing released to the investor. At June 30, 2015, LHFS at fair value totaled $50.3 million compared to $45.0 million at December 31, 2014.

 

The LHFS loans are closed by the Mortgage Division and held on average fifteen to thirty days pending their sale to government sponsored entities as well as mortgage banking subsidiaries of large financial institutions. During the second quarter of 2015 we originated $145.2 million of loans processed in this manner, compared to $114.5 million in the first quarter of 2015 and $109.3 million for the second quarter of 2014. Loans are sold without recourse and subject to industry standard representations and warranties that may require the repurchase by the Bank of loans previously sold. The repurchase risks associated with this activity center around early payment defaults and borrower fraud.

 

Allowance for Loan Losses

 

The allowance for loan losses totaled $13.5 million at June 30, 2015 compared to $13.4 million at December 31, 2014. The allowance for loan losses was equivalent to 1.62% and 1.73% of total loans held for investment at June 30, 2015 and December 31, 2014, respectively. Adequacy of the allowance is assessed and increased by provisions for loan losses charged to expense no less than quarterly. Charge-offs are taken when a loan is identified as uncollectible. For additional information about the allowance for loan losses, please see Note 4 to the consolidated financial statements.

 

Non-performing Assets

 

At June 30, 2015 and December 31, 2014, the Bank had non-performing assets totaling $7.4 million and $1.6 million, respectively. This increase in NPAs since December 31, 2014 was mainly due to the addition of one $6 million loan to non-accrual status. Non-performing assets consist of non-accrual loans. All non-performing loans are carried at the expected liquidation value of the underlying collateral.

 

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The following table is a summary of our non-performing assets at June 30, 2015 and December 31, 2014.

 

   June 30, 2015   December 31, 2014 
   (Dollars In Thousands) 
Non-accrual loans :          
Commercial real estate - owner occupied  $762   $- 
Commercial real estate - non-owner occupied   5,820    - 
Residential real estate   163    129 
Commercial   682    1,493 
Total non-accrual loans  $7,427   $1,622 
           
Other real estate owned ("OREO")   -    - 
           
Total non-performing assets  $7,427   $1,622 
           
Restructured loans included above in non-accrual loans  $-   $698 
           
Ratio of non-performing assets to:          
Total loans plus OREO   0.89%   0.21%
           
Total Assets   0.64%   0.15%
           
Accruing Past due loans:          
90 or more days past due  $-   $- 

 

Not included in the table above is other real estate owned in the amount of $500 thousand. During 2014, Access Real Estate LLC (ARE) transferred an undeveloped commercial lot that was originally purchased for possible future banking center expansion to other assets available for sale when management listed the property for sale. The land, originally purchased for $1.2 million, was recorded at its appraised value less costs to sell.

 

At June 30, 2015 and December 31, 2014, the Bank had no loans past due 90 days or more and still accruing interest.

 

Deposits

 

Deposits are the primary sources of funding loan growth. At June 30, 2015, deposits totaled $905.4 million compared to $755.4 million on December 31, 2014, an increase of $150.0 million or 19.85%. Noninterest-bearing deposits increased $86.4 million from $252.9 million at December 31, 2014 to $339.3 million at June 30, 2015. Time deposits as of June 30, 2015 increased $57.3 million compared to December 31, 2014 due mainly to an increase in brokered deposits of $100.1 million offset by a decrease in Certificate of Deposit Account Registry Service (CDARS) deposits totaling $57.6 million.

 

Shareholders’ Equity

 

Shareholders’ equity totaled $104.5 million at June 30, 2015 compared to $98.9 million at December 31, 2014. The increase in shareholders’ equity is due mainly to retained earnings net of dividends paid. Banking regulators have defined minimum regulatory capital ratios that the Corporation and the Bank are required to maintain. These risk based capital guidelines take into consideration risk factors, as defined by the banking regulators, associated with various categories of assets, both on and off the balance sheet. Both the Corporation and Bank are classified as well capitalized, which is the highest rating. Beginning January 1, 2015, the Corporation calculates its regulatory capital under the Basel III Final Rules which modified the definition of “well capitalized” and implemented changes in the risk weights of assets. The following table outlines the regulatory components of the Corporation’s capital and risk based capital ratios under these new rules.

 

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   June 30,   December 31,    
   2015   2014    
   (In Thousands)     
Tier 1 Capital:               
Common stock  $8,783   $8,742     
Capital surplus   19,491    18,538      
Retained earnings   76,682    72,168      
Less: Net unrealized loss on available for sale equity securities   (50)   (41)     
Less: Disallowed goodwill and intangibles net of associated deferred tax liabilities   (1,513)   (1,694)     
Total Tier 1 capital   103,393    97,713      
                
Allowance for loan losses   11,679    10,980      
                
Total risk based capital  $115,072   $108,693      
                
Risk weighted assets  $931,824   $875,862      
                
Quarterly average assets  $1,108,030   $1,007,628      
             Regulatory  
             Minimum 
Risk-Based Capital Ratios:              
Common equity tier 1 capital ratio   11.10%   11.16%   4.50%
Tier 1 capital ratio   11.10%   NA    6.00%
Total capital ratio   12.35%   12.41%   8.00%
Leverage Capital Ratios:               
Tier 1 leverage ratio   9.33%   9.70%   4.00%

 

RESULTS OF OPERATIONS

 

Summary

Net income for the second quarter of 2015 totaled $4.0 million or $0.38 diluted earnings per share. This compares with $3.1 million or $0.29 diluted earnings per share for the same quarter in 2014. The increase in net income for the three months ended June 30, 2015 as compared to the same period in 2014 is attributable to an increase in pretax income for both the banking and mortgage segments from second quarter 2014 of $430 thousand and $800, respectively. The banking segment’s increase was due to an increase in net interest income over second quarter 2014 of $1.0 million and was partially offset by an increase in salaries and employee benefits of $334 thousand, an increase in the provision for loan losses of $150 thousand, and an increase in other expenses of $222 thousand. The mortgage segment’s increase over second quarter 2015 was due to an increase in income generated by mortgage loan originations of $36.0 million or 32.9%.

 

Net income for the six months ended June 30, 2015 totaled $7.6 million or $0.72 diluted earnings per share compared to $5.5 million or $0.52 diluted earnings per share for the same period in 2014. For the six month period ended June 30, 2015, the banking segment saw an increase in pretax income of $1.2 million when compared to the six months ended June 30, 2014 due to an increase in net interest income of $2.2 million which was partially offset by an increase in salaries and employee benefits of $1.3 million. The mortgage segment had an increase in pretax income of $1.8 million due to an increase in loan origination volume of $80.0 million when comparing the six month period ended June 30, 2015 to the same period in 2014. This increased volume as well as an increase in the secondary market pricing led to a $3.8 million increase in gain on sale of loans when comparing the six month period ending June 2015 to the same period in 2014. This increase was partially offset by an increase in non-interest expense of $2.6 million for the six months ending June 2015 to the same period ending June 2014 due largely to costs related to the increased mortgage production volume.

 

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Net Interest Income

 

Net interest income, the principal source of earnings, is the amount of income generated by earning assets (primarily loans and investment securities) less the interest expense incurred on interest-bearing liabilities (primarily deposits) used to fund earning assets. Net interest income before the provision for loan losses totaled $9.8 million for the three months ended June 30, 2015 compared to $8.7 million for the same period in 2014. The annualized yield on earning assets was 4.03% for the quarter ended June 30, 2015 when compared to 4.16% for the quarter ended June 30, 2014. The cost of interest-bearing deposits and borrowings remained unchanged for the quarter ended June 30, 2015 compared to the quarter ended June 30, 2014 at 0.56%. Net interest margin was 3.67% for the quarter ended June 30, 2015 compared to 3.80% for the same period in 2014.

 

Net interest income before the provision for loan losses totaled $19.2 million for the first six months of 2015 compared to $16.8 million for the same period in 2014. The annualized yield on earning assets for the first six months of 2015 was 4.04% compared to 4.16% for the same period in 2014. The cost of interest-bearing deposits and borrowings for the first six months of 2015 was 0.53% compared to 0.56% for the same period in 2014. Net interest margin was 3.69% for the first six months of 2015 compared to 3.79% for the same period in 2014.

 

Volume and Rate Analysis

 

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

 

   Three Months Ended June 30, 
   2015 compared to 2014 
   Change Due To: 
   Increase /         
   (Decrease)   Volume   Rate 
   (In Thousands) 
Interest Earning Assets:               
Investments  $161   $105   $56 
Loans held for sale   267    305    (38)
Loans   850    1,088    (238)
Interest-bearing deposits   7    8    (1)
Total increase (decrease) in interest income   1,285    1,506    (221)
                
Interest-Bearing Liabilities:               
Interest-bearing demand deposits   -    1    (1)
Money market deposit accounts   (3)   (2)   (1)
Savings accounts   7    7    - 
Time deposits   76    77    (1)
Total interest-bearing deposits   80    83    (3)
FHLB Short-term borrowings   30    30    - 
Securities sold under agreements to repurchase   1    1    - 
FHLB Long-term borrowings   30    30    - 
Total increase (decrease) in interest expense   141    144    (3)
                
Increase (decrease) in net interest income  $1,144   $1,362   $(218)

 

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   Six Months Ended June 30, 
   2015 compared to 2014 
   Change Due To: 
   Increase /         
   (Decrease)   Volume   Rate 
   (In Thousands) 
Interest Earning Assets:               
Investments  $508   $326   $182 
Loans held for sale   427    492    (65)
Loans   1,665    2,063    (398)
Interest-bearing deposits   16    11    5 
Total increase (decrease) in interest income   2,616    2,892    (276)
                
Interest-Bearing Liabilities:               
Interest-bearing demand deposits   7    7    - 
Money market deposit accounts   (6)   (4)   (2)
Savings accounts   12    11    1 
Time deposits   72    179    (107)
Total interest-bearing deposits   85    193    (108)
FHLB Short-term borrowings   54    54    - 
FHLB Long-term borrowings   32    32    - 
Total increase (decrease) in interest expense   171    279    (108)
                
Increase (decrease) in net interest income  $2,445   $2,613   $(168)

 

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

 

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

 

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

Three Months Ended

 

   June 30, 2015   June 30, 2014 
    Average     Income /    Yield /    Average     Income /    Yield / 
    Balance     Expense    Rate    Balance     Expense    Rate 
   (Dollars In Thousands) 
Assets:                        
Interest-earning assets:                              
Securities  $142,443   $782    2.20%  $122,698   $621    2.02%
Loans held for sale   59,154    564    3.81%   27,502    297    4.32%
Loans(1)   814,393    9,407    4.62%   720,634    8,557    4.75%
Interest-bearing balances and federal funds sold   54,026    34    0.25%   42,055    27    0.26%
Total interest-earning assets   1,070,016    10,787    4.03%   912,889    9,502    4.16%
Noninterest-earning assets:                              
Cash and due from banks   11,244              9,223           
Premises, land and equipment   6,971              8,383           
Other assets   33,246              27,140           
Less: allowance for loan losses   (13,448)             (13,183)          
Total noninterest-earning assets   38,013              31,563           
Total Assets  $1,108,029             $944,452           
                               
Liabilities and Shareholders' Equity:                              
Interest-bearing deposits:                              
Interest-bearing demand deposits  $111,282   $62    0.22%  $109,602   $62    0.23%
Money market deposit accounts   111,765    55    0.20%   115,355    58    0.20%
Savings accounts   10,098    10    0.40%   3,353    3    0.36%
Time deposits   302,526    740    0.98%   271,125    664    0.98%
Total interest-bearing deposits   535,671    867    0.65%   499,435    787    0.63%
Borrowings:                              
FHLB short-term borrowings   125,736    77    0.24%   76,978    47    0.24%
Securities sold under agreements to repurchase and federal funds purchased   22,506    6    0.11%   20,082    5    0.10%
FHLB long-term borrowings   10,000    30    1.20%   -    -    0.00%
Total borrowings   158,242    113    0.29%   97,060    52    0.21%
Total interest-bearing deposits and borrowings   693,913    980    0.56%   596,495    839    0.56%
Noninterest-bearing liabilities:                              
Demand deposits   303,364              243,602           
Other liabilities   8,192              9,555           
Total liabilities   1,005,469              849,652           
Shareholders' Equity   102,560              94,800           
Total Liabilities and Shareholders' Equity  $1,108,029             $944,452           
                               
Interest Spread(2)             3.47%             3.60%
                               
Net Interest Margin(3)       $9,807    3.67%       $8,663    3.80%

 

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

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

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

 

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

Six Months Ended

 

   June 30, 2015   June 30, 2014 
    Average     Income /    Yield /    Average     Income /    Yield / 
    Balance     Expense    Rate    Balance     Expense    Rate 
   (Dollars In Thousands) 
Assets:                              
Interest-earning assets:                              
Securities  $144,942   $1,597    2.20%  $113,789   $1,089    1.91%
Loans held for sale   48,667    926    3.81%   23,129    499    4.31%
Loans(1)   798,281    18,479    4.63%   709,593    16,814    4.74%
Interest-bearing balances and federal funds sold   50,447    61    0.24%   40,661    45    0.22%
Total interest-earning assets   1,042,337    21,063    4.04%   887,172    18,447    4.16%
Noninterest-earning assets:                              
Cash and due from banks   10,579              8,420           
Premises, land and equipment   6,935              8,381           
Other assets   32,864              21,604           
Less: allowance for loan losses   (13,393)             (13,182)          
Total noninterest-earning assets   36,985              25,223           
Total Assets  $1,079,322             $912,396           
                               
Liabilities and Shareholders' Equity:                              
Interest-bearing deposits:                              
Interest-bearing demand deposits  $115,958   $127    0.22%  $107,719   $120    0.22%
Money market deposit accounts   111,137    109    0.20%   114,740    115    0.20%
Savings accounts   8,979    17    0.38%   3,112    5    0.32%
Time deposits   281,595    1,347    0.96%   245,184    1,275    1.04%
Total interest-bearing deposits   517,669    1,600    0.62%   470,755    1,515    0.64%
Borrowings:                              
FHLB short-term borrowings   141,558    171    0.24%   96,354    117    0.24%
Securities sold under agreements to repurchase and federal funds purchased   22,600    11    0.10%   21,719    11    0.10%
FHLB long-term borrowings   5,304    32    1.21%   -    -    0.00%
Total borrowings   169,462    214    0.25%   118,073    128    0.22%
Total interest-bearing deposits and borrowings   687,131    1,814    0.53%   588,828    1,643    0.56%
Noninterest-bearing liabilities:                              
Demand deposits   282,119              220,158           
Other liabilities   8,410              9,707           
Total liabilities   977,660              818,693           
Shareholders' Equity   101,662              93,703           
Total Liabilities and Shareholders' Equity  $1,079,322             $912,396           
                               
Interest Spread(2)             3.51%             3.60%
                               
Net Interest Margin(3)       $19,249    3.69%       $16,804    3.79%

 

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

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

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

 

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Noninterest Income

 

Noninterest income consists of revenue generated from financial services and activities other than lending and investing. The mortgage segment provides the most significant contributions to noninterest income. Total noninterest income was $7.1 million for the second quarter of 2015 compared to $5.3 million for the same period in 2014. Gains on the sale of loans originated by the Banks’s mortgage segment are the largest component of noninterest income. Gains on the sale of loans totaled $5.7 million for the three month period ended June 30, 2015, compared to $3.8 million for the same period of 2014. Gains on the sale of loans fluctuate with the volume of mortgage loans originated. During the three months ended June 30, 2015, the Bank’s mortgage segment originated $145.2 million in mortgage and brokered loans, up from $109.3 million for the same period in 2014. For the three months ended June 30, 2015, other income reflected a decrease of $199 thousand over the three months ended June 30, 2014 due mainly to the hedging activity and fair value marks on the pipeline and warehouse loans. Our hedging activities are designed to insulate the net gain on sale margins from movements of interest rates during the mortgage loan origination and delivery process. When gains are recognized on instruments used to hedge interest rate risk, the value of the loans being hedged decrease proportionately resulting in lower realized gains on sale income.

 

Noninterest income was $13.4 million for the first six months of 2015 compared to $8.6 million for the same period in 2014. Gains on the sale of loans totaled $9.3 million for the six month period ended June 30, 2015, compared to $5.5 million for the same period of 2014. During the six months ended June 30, 2015, the Bank’s mortgage segment originated $259.8 million in mortgage and brokered loans, up from $179.8 million for the same period in 2014. For the six months ended June 30, 2015, other income reflected an increase of $996 thousand over the six months ended June 30, 2014 due mainly to the hedging activity and fair value marks on the pipeline and warehouse loans.

 

Noninterest Expense

 

Noninterest expense totaled $10.6 million for the three months ended June 30, 2015, compared to $9.2 million for the same period in 2014, an increase of $1.4 million. Salaries and employee benefits totaled $7.0 million for the three months ended June 30, 2015, compared to $6.0 million for the same period last year due largely to the salary costs associated with the increase in mortgage production volume. Other operating expenses totaled $2.9 million for the three months ended June 30, 2015, compared to $2.6 million for the same period in 2014.

 

Noninterest expense totaled $20.9 million for the six months ended June 30, 2014, compared to $16.9 million for the same period in 2014, an increase of $4.0 million. Salaries and employee benefits totaled $13.7 million for the six months ended June 30, 2015, compared to $10.8 million for the same period last year due largely to the salary costs associated with the increase in mortgage production volume. Other operating expenses totaled $5.7 million for the six months ended June 30, 2015, compared to $4.7 million for the same period in 2014.

 

47
 

 

The table below provides the composition of other operating expenses.

 

   Six Months Ended June 30, 
   2015   2014 
   (In Thousands) 
         
Management fees  $599   $287 
Business and franchise tax   432    411 
Data processing   391    334 
Advertising and promotional   377    364 
Accounting and auditing   306    306 
Investor fees   295    179 
FDIC insurance   294    211 
Legal fees   273    120 
Consulting fees   233    202 
Director fees   222    270 
Stock option   178    118 
Telephone   169    154 
Credit report   129    102 
Regulatory examinations   124    104 
Publication and subscription   121    133 
Office supplies-stationary print   105    185 
Disaster recovery   98    130 
SBA guarantee fee   84    92 
FRB and bank analysis charges   76    54 
Education and training   72    26 
Dues and memberships   54    50 
Verification fees   54    39 
Business development and meals   53    58 
D&O liability insurance   52    62 
Postage   47    25 
Travel   66    67 
Early payoff   40    24 
Appraisal fee   38    20 
Common stock   32    53 
Courier   29    55 
Automotive   23    25 
Conventions and meetings   22    25 
Bank paid closing costs   15    22 
License and permit   9    8 
Other   576    354 
   $5,688   $4,669 

 

Liquidity Management

 

Liquidity is the ability of the Corporation to meet current and future cash flow requirements. The liquidity of a financial institution reflects its ability to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining the Corporation’s ability to meet the daily cash flow requirements of both depositors and borrowers. Management monitors liquidity through a regular review of asset and liability maturities, funding sources, and loan and deposit forecasts.

 

48
 

 

Asset and liability management functions not only serve to assure adequate liquidity in order to meet the needs of the Corporation’s customers, but also to maintain an appropriate balance between interest sensitive assets and interest sensitive liabilities so that the Corporation can earn an appropriate return for its shareholders.

 

The asset portion of the balance sheet provides liquidity primarily through loan principal repayments and maturities of investment securities. Other short-term investments such as federal funds sold and interest-bearing deposits with other banks provide an additional source of liquidity funding. At June 30, 2015, overnight interest-bearing balances totaled $79.2 million and unpledged available-for-sale investment securities totaled approximately $48.3 million.

 

The Bank proactively manages a portfolio of short-term time deposits issued to local municipalities and wholesale depositors in order to fund loans held for sale and short-term investments. As of June 30, 2015, the portfolio of CDARS and wholesale time deposits totaled $219.6 million compared to $177.0 million at December 31, 2014, respectively.

 

The liability portion of the balance sheet provides liquidity through various interest-bearing and noninterest-bearing deposit accounts, federal funds purchased, securities sold under agreement to repurchase and other short-term borrowings. At June 30, 2015, the Bank had a line of credit with the FHLB totaling $320.6 million and had outstanding $120 million in short term loans at fixed rates between 0.25% and 0.37% and $10 million in long term loans at a fixed rate of 1.22% leaving $190.6 million available on the line. In addition to the line of credit at the FHLB, the Bank issues repurchase agreements. As of June 30, 2015, outstanding repurchase agreements totaled $18.1 million. The interest rates on these instruments are variable and subject to change daily. The Bank also maintains federal funds lines of credit with its correspondent banks and, at June 30, 2015, these lines totaled $60.4 million and were available as an additional funding source.

 

The following table presents the composition of borrowings at June 30, 2015 and December 31, 2014 as well as the average balances for the six months ended June 30, 2015 and the twelve months ended December 31, 2014.

 

Borrowed Funds Distribution

 

   June 30, 2015   December 31, 2014 
   (Dollars In Thousands) 
Borrowings:          
At Period End          
FHLB short-term borrowings  $120,000   $160,000 
Securities sold under agreements to repurchase   18,079    25,635 
FHLB long-term borrowings   10,000    - 
Total at period end  $148,079   $185,635 

 

   June 30, 2015   December 31, 2014 
   (Dollars In Thousands) 
Borrowings:          
Average Balances          
FHLB short-term borrowings  $141,558   $115,471 
Securities sold under agreements to repurchase   22,269    21,071 
FHLB long-term borrowings   5,304    - 
Federal funds purchased   331    58 
Total average balance  $169,462   $136,600 
           
Average rate paid on all borrowed funds   0.25%   0.21%

 

49
 

 

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

 

Contractual Obligations

 

There have been no material changes outside the ordinary course of business to the contractual obligations disclosed in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

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

 

Interest Rate Sensitivity Management

 

The Corporation uses a simulation model to analyze, manage and formulate operating strategies that address net interest income sensitivity to movements in interest rates. The simulation model projects net interest income based on various interest rate scenarios over a twelve month period. The model is based on the actual maturity and re-pricing characteristics of rate sensitive assets and liabilities. The model incorporates certain assumptions which management believes to be reasonable regarding the impact of changing interest rates and the prepayment assumption of certain assets and liabilities. The table below reflects the outcome of these analyses at June 30, 2015 and December 31, 2014, assuming budgeted growth in the balance sheet. According to the model run for the six month period ended June 30, 2015, and projecting forward over a twelve month period, an immediate 100 basis point increase in interest rates would result in an increase in net interest income of 1.30%. Modeling for an immediate 100 basis point decrease in interest rates has been suspended due to the current rate environment. While management carefully monitors the exposure to changes in interest rates and takes actions as warranted to mitigate any adverse impact, there can be no assurance about the actual effect of interest rate changes on net interest income.

 

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

 

Increase in Federal

Funds Target Rate

  

Hypothetical Percentage Change

in Earnings June 30, 2015

  

Hypothetical Percentage Change in

Earnings December 31, 2014

 
 3.00%   3.30%   11.50%
 2.00%   2.70%   7.80%
 1.00%   1.30%   3.80%

 

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

 

50
 

 

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

 

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

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

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

 

Changes in Internal Control over Financial Reporting

 

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

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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

 

51
 

 

Item 1A. Risk Factors

 

There have been no material changes in the risk factors faced by the Corporation from those disclosed in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014.

 

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

 

The following table details the Corporation’s purchases of its common stock during the second quarter of 2015 pursuant to a Share Repurchase Program announced on March 20, 2007. On June 22, 2010 the number of shares authorized for repurchase under the share repurchase program was increased from 2,500,000 to 3,500,000. The Share Repurchase Program does not have an expiration date.

 

Issuer Purchases of Equity Securities
            (c) Total Number of   (d) Maximum Number  
           Shares Purchased as   of Shares that may  
   (a) Total Number of   (b) Average Price   Part of Publicly   yet be Purchased  
Period  Shares Purchased   Paid Per Share   Announced Plan   Under the Plan 
                 
April 1 - April 30, 2015   -   $-    -    768,781 
May 1 - May 31, 2015   -    -    -    768,781 
June 1 - June 30, 2015   -    -    -    768,781 
    -   $-    -    768,781 

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

52
 

 

Item 6. Exhibits

 

Exhibit No.   Description
3.1   Amended and Restated Articles of Incorporation of Access National Corporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed July 18, 2006 (file number 000-49929))
3.1.1   Articles of Amendment to Amended and Restated Articles of Incorporation of Access National Corporation (incorporated by reference to Exhibit 3.1.1 to Form 10-Q filed August 15, 2011 (file number 000-49929))
3.2   Amended and Restated Bylaws of Access National Corporation (incorporated by reference to Exhibit 3.2 to Form 8-K filed October 24, 2007 (file number 000-49929))
    Certain instruments relating to long-term debt as to which the total amount of securities authorized thereunder does not exceed 10% of Access National Corporation’s total assets have been omitted in accordance with Item 601(b)(4)(iii) of Regulation S-K.  The registrant will furnish a copy of any such instrument to the Securities and Exchange Commission upon its request.  
31.1*   CEO Certification Pursuant to Rule 13a-14(a)
31.2*   CFO Certification Pursuant to Rule 13a-14(a)
32*   CEO/CFO Certification Pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350)
101*   The following materials from Access National Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 formatted in XBRL (Extensible Business Reporting Language), furnished herewith: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Income (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statements of Changes in Shareholders’ Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited), and (vi) Notes to Consolidated Financial Statements (unaudited).
101.INS*   XBRL Instance Document
101.SCH*   XBRL Taxonomy Extension Schema
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase
101.DEF*   XBRL Taxonomy Extension Definition Linkbase
101.LAB*   XBRL Taxonomy Extension Label Linkbase
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase

* filed herewith

+ indicates a management contract or compensatory plan or arrangement

 

53
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    Access National Corporation
    (Registrant)
     
Date: August 10, 2015 By: /s/ Michael W. Clarke
    Michael W. Clarke
    President and Chief Executive Officer
    (Principal Executive Officer)
     
Date: August 10, 2015 By: /s/ Margaret M. Taylor
  Margaret M. Taylor
    Senior Vice President and Chief Financial Officer
    (Principal Financial & Accounting Officer)

 

54

 



Exhibit 31.1

Certifications

I, Michael W. Clarke, certify that:

 

1.I have reviewed this quarterly report on Form 10-Q of Access National Corporation;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 10, 2015  
  /s/ Michael W. Clarke
  Michael W. Clarke
  President and Chief Executive Officer
  (Principal Executive Officer)

 

 

 



Exhibit 31.2

Certifications

 

I, Margaret M. Taylor, certify that:

 

1.I have reviewed this quarterly report on Form 10-Q of Access National Corporation;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be  designed  under our supervision, to ensure that material information relating to the registrant, including its  consolidated subsidiaries, is made known to us by others within those entities, particularly during the period  in which this report is being prepared;

 

  (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the  reliability of financial reporting and the preparation of financial statements for external purposes  in accordance with  generally accepted accounting principles;  

 

  (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: August 10, 2015  
  /s/  Margaret M. Taylor
  Margaret M. Taylor
  Senior Vice President and Chief
  Financial Officer
  (Principal Financial & Accounting Officer)

 

 

 



Exhibit 32

 

Certification Pursuant to 18 U.S.C. Section 1350

as Adopted Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

 

In connection with the Quarterly Report of Access National Corporation (the "Corporation") on Form 10-Q for the quarter ended June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Michael W. Clarke, President and Chief Executive Officer of the Corporation, and Margaret M. Taylor, Senior Vice President and Chief Financial Officer of the Corporation, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:

 

1.The Report fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

 

It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934, as amended.

 

/s/  Michael W. Clarke  
Michael W. Clarke  
President and Chief Executive Officer  
(Principal Executive Officer)  
August 10, 2015  
   
/s/  Margaret M. Taylor  
Margaret M. Taylor  
Senior Vice President and Chief Financial Officer  
(Principal Financial & Accounting Officer)  
August 10, 2015  

 

 

 

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