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EX-32.(II) - EXHIBIT 32.(II) - NATIONAL BANKSHARES INCex32-ii.htm
EX-32.(I) - EXHIBIT 32.(I) - NATIONAL BANKSHARES INCex32-i.htm
EX-31.(II) - EXHIBIT 31.(II) - NATIONAL BANKSHARES INCex31-ii.htm
EX-31.(I) - EXHIBIT 31.(I) - NATIONAL BANKSHARES INCex31-i.htm
EX-23 - EXHIBIT 23 - NATIONAL BANKSHARES INCex23.htm
EX-21 - EXHIBIT 21 - NATIONAL BANKSHARES INCex21.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

 

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

For the Fiscal Year Ended December 31, 2016

 

[ ] 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: 0-15204

 

NATIONAL BANKSHARES, INC.

(Exact name of registrant as specified in its charter) 

Virginia
(State of incorporation)

54-1375874
(I.R.S. Employer Identification No.)

101 Hubbard Street

P.O. Box 90002

Blacksburg, VA 24062-9002

(540) 951-6300

(Address and telephone number of principal executive offices)

 

Securities registered pursuant to Section 12(b) of the Act: 
None

Securities registered Pursuant to Section 12(g) of the Act:
Common Stock, Par Value $1.25 per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  [ ]   No  [x]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  [ ]   No  [x]

 

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 Website, 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 period that the registrant was required to submit and post files). Yes [x]     No [ ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

 

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 definition of “accelerated filer, large accelerated filer, and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [x] Non-accelerated filer [ ]   Smaller reporting company [ ]

 

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

 

The aggregate market value of the voting common stock of the registrant held by stockholders (not including voting common stock held by Directors, Executive Officers and Corporate Governance) on June 30, 2016 (the last business day of the most recently completed second fiscal quarter) was approximately $242,972,452. As of March 8, 2017, the registrant had 6,957,974 shares of voting common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated herein by reference into the Part of the Form 10-K indicated.

 

Document

Part of Form 10-K into which incorporated

National Bankshares, Inc. 2016 Annual Report to Stockholders

Part II

National Bankshares, Inc. Proxy Statement for the 2017 Annual Meeting of Stockholders

Part III

 


 

 

NATIONAL BANKSHARES, INC. AND SUBSIDIARIES

Form 10-K

Index

Part I

 

Page

     

Item 1.

Business

3

     

Item 1A.

Risk Factors

10

     

Item 1B.

Unresolved Staff Comments

14

     

Item 2.

Properties

14

     

Item 3.

Legal Proceedings

14

     

Item 4.

Mine Safety Disclosures

14

     

Part II

   
     

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

14

     

Item 6.

Selected Financial Data

16

     

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

     

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

41

     

Item 8.

Financial Statements and Supplementary Data

42

     

Item 9.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 

87

     

Item 9A.

Controls and Procedures

87

     

Item 9B.

Other Information

88

     

Part III

   
     

Item 10.

Directors, Executive Officers and Corporate Governance

88

     

Item 11.

Executive Compensation

88

     

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  

88

     

Item 13.

Certain Relationships and Related Transactions, and Director Independence

88

     

Item 14.

Principal Accounting Fees and Services

88

     

Part IV

   
     

Item 15.

Exhibits, Financial Statement Schedules

89

     

Item 16.

Summary Information

90

     

Signatures

 

91

     

Index of Exhibits

 

90

 

2

 

 

Part I

$ in thousands, except per share data

 

Item 1. Business

 

History and Business

 

National Bankshares, Inc. (the “Company” or “NBI”) is a financial holding company that was organized in 1986 under the laws of Virginia and is registered under the Bank Holding Company Act of 1956. It conducts most of its operations through its wholly-owned community bank subsidiary, the National Bank of Blacksburg (“NBB”). It also owns National Bankshares Financial Services, Inc. (“NBFS”), which does business as National Bankshares Insurance Services and National Bankshares Investment Services.

 

The National Bank of Blacksburg

 

The National Bank of Blacksburg, which does business as National Bank, was originally chartered in 1891 as the Bank of Blacksburg. Its state charter was converted to a national charter in 1922 and it became the National Bank of Blacksburg. In 2004, NBB purchased Community National Bank of Pulaski, Virginia. In May, 2006, Bank of Tazewell County, a Virginia bank which since 1996 had also been a wholly-owned subsidiary of NBI, was merged with and into NBB.

NBB is community-oriented and offers a full range of retail and commercial banking services to individuals, businesses, non-profits and local governments from its headquarters in Blacksburg, Virginia and its twenty-five branch offices throughout southwest Virginia and one loan production office in Roanoke Virginia. NBB has telephone and internet banking and it operates twenty-five automated teller machines in its service area.

The Bank focuses lending on small and mid-sized businesses and individuals. Loan types include commercial and agricultural, commercial real estate, construction for commercial and residential properties, residential real estate, home equity and various consumer loan products. Each loan category requires underwriting and documentation suited to unique characteristics and inherent risks.

The Bank’s loan policy is updated and approved by the Board of Directors annually, and disseminated throughout the Bank to ensure consistent lending practices. The policy communicates the Company’s risk tolerance by prescribing underwriting guidelines and procedures, including approval limits and hierarchy, documentation standards, requirements for collateral and loan-to-value limits, debt coverage and overall credit-worthiness, and guarantor support.

Of primary consideration is the repayment ability of the borrowers and (if secured) the collateral value in relation to the principal balance. Collateral lowers risk and may be used as a secondary source of repayment. The credit decision must be supported by documentation appropriate to the type of loan, including current financial information, income verification or cash flow analysis, tax returns, credit reports, collateral information, guarantor verification, title reports, appraisals (where appropriate), and other documents. A discussion of underwriting policies and procedures specific to the major loan products follows.

Commercial Loans. Commercial and agricultural loans primarily finance equipment acquisition, expansion, working capital, and other general business purposes. Because these loans have a higher degree of risk, the Bank generally obtains collateral such as inventories, accounts receivables or equipment, and personal guarantees from the borrowing entity’s principal owners. The Bank’s policy limits lending to 60% of the appraised value for inventory and equipment and up to 70% for accounts receivables less than 90 days old. Credit decisions are based upon an assessment of the financial capacity of the applicant, including the primary borrower’s ability to repay within proposed terms, a risk assessment, financial strength of guarantors and adequacy of collateral. Credit agency reports of individual owners’ credit history supplement the analysis.

Commercial Real Estate Loans. Commercial mortgages and construction loans are offered to investors, developers and builders, primarily within the Bank’s market area in southwest Virginia. These loans are secured by first mortgages on real estate. The loan amount is generally limited to 80% of the collateral value, and is individually determined based on the property type, quality, location and financial strength of any guarantors. Commercial properties are predominantly non-residential in nature, and include retail centers, apartments, and industrial properties.

Underwriting decisions are based upon an analysis of the economic viability of the collateral and creditworthiness of the borrower. The Bank obtains appraisals from qualified certified independent appraisers to establish the value of collateral properties. The property’s projected net cash flows compared to the debt service requirement (the “debt service coverage ratio” or “DSC” ratio) is required to be 110% or greater, and is computed after deduction for a vacancy factor and property expenses, as appropriate. Borrower cash flow may be supplemented by a personal guarantee from the principal(s) of the borrower, and guarantees from other parties. The Bank requires title insurance, fire, and extended coverage casualty insurance, and flood insurance, if appropriate, in order to protect the security interest in the underlying property. In addition, the Bank may employ stress testing techniques on higher balance loans to determine repayment ability in a changing rate environment before granting loan approval.

Construction loans are underwritten against projected cash flows from rental income, business and/or personal income from an owner-occupant or the sale of the property to an end-user. Associated risks may be mitigated by requiring fixed-price construction contracts, performance and payment bonding, controlled disbursements, and pre-sale contracts or pre-lease agreements.

 

3

 

 

Consumer Real Estate Loans. The Bank offers a variety of first mortgage and junior lien loans secured by primary residences to individuals within our markets. Credit decisions are primarily based on loan-to-value (“LTV”) ratios, debt-to-income (“DTI”) ratios, liquidity, and net worth. Income and financial information is obtained from personal tax returns, personal financial statements and employment documentation. A maximum LTV ratio of 80% is generally required, although higher levels are permitted with mortgage insurance. The DTI ratio is limited to 43% of gross income.

Consumer real estate mortgages may have fixed interest rates for the entire term of the loan or variable interest rates subject to change yearly after the first, third, or fifth year. Variable rates are based on the weekly average yield of United States Treasury Securities and are underwritten at fully-indexed rates. We do not offer interest-only consumer mortgage loans, sub-prime loans, or any variation on subprime lending including hybrid loans and payment option ARMs, or any product with negative amortization. Sub-prime loans involve extending credit to borrowers who exhibit characteristics indicating a significantly higher risk of default than traditional bank lending customers. Hybrid loans are loans that start out as a fixed rate mortgage but after a set number of years they automatically adjust to an adjustable rate mortgage. Payment option ARMs usually have adjustable rates, for which borrowers choose their monthly payment of either a full payment, interest only, or a minimum payment which may be lower than the payment required to reduce the balance of the loan in accordance with the originally underwritten amortization.

Home equity loans are secured primarily by second mortgages on residential property. The underwriting policy for home equity loans generally permits aggregate (the total of all liens secured by the collateral property) borrowing availability up to 80% of the appraised value of the collateral. We offer both fixed rate and variable rate home equity loans, with variable rate loans underwritten at fully-indexed rates. Decisions are primarily based on LTV ratios, DTI ratios, liquidity, and credit history. We do not offer home equity loan products with reduced documentation.

Automobile loans include loans secured by new or used automobiles. We originate automobile loans either on a direct basis or on an indirect basis through selected dealerships. We require borrowers to maintain collision insurance on automobiles securing consumer loans. Our procedures for underwriting automobile loans include an assessment of an applicant’s overall financial capacity, including credit history and the ability to meet existing obligations and payments on the proposed loan. Although an applicant’s creditworthiness is the primary consideration, the underwriting process also includes a comparison of the value of the collateral security to the proposed loan amount.

Other Products and Services. Deposit products offered by the Bank include interest-bearing and non-interest bearing demand deposit accounts, money market deposit accounts, savings accounts, certificates of deposit, health savings accounts and individual retirement accounts. Deposit accounts are offered to both individuals and commercial businesses. Merchant credit card services and business and consumer debit and credit cards are available. NBB offers other miscellaneous services normally provided by commercial banks, such as letters of credit, night depository, safe deposit boxes, travelers checks, utility payment services and automatic funds transfer. NBB conducts a general trust business that has wealth management, and trust and estate services for individual and business customers.

At December 31, 2016, NBB had total assets of $1,230,498 and total deposits of $1,043,598. NBB’s net income for 2016 was $15,158, which produced a return on average assets of 1.26% and a return on average equity of 8.49%. Refer to Note 12 of the Notes to Consolidated Financial Statements for NBB’s risk-based capital ratios.

 

National Bankshares Financial Services, Inc.

 

In 2001, National Bankshares Financial Services, Inc. was formed in Virginia as a wholly-owned subsidiary of NBI. NBFS offers non-deposit investment products and insurance products for sale to the public. NBFS works cooperatively with Infinex Investments, Inc. to provide investments and with Bankers Insurance, LLC for insurance products. NBFS does not significantly contribute to NBI’s net income.

 

Operating Revenue

 

The following table displays components that contributed 15% or more of the Company’s total operating revenue for the years ended December 31, 2016, 2015 and 2014.

 


Period


Class of Service

 

Percentage of
Total Revenues

 

December 31, 2016

Interest and Fees on Loans

    57.73

%

 

Interest on Investments

    21.69

%

 

Noninterest Income

    19.53

%

December 31, 2015

Interest and Fees on Loans

    58.10

%

 

Interest on Investments

    23.31

%

 

Noninterest Income

    18.10

%

December 31, 2014

Interest and Fees on Loans

    58.53

%

 

Interest on Investments

    23.79

%

 

Noninterest Income

    17.19

%

 

4

 

 

Market Area

 

The Company’s market area in southwest Virginia is made up of the counties of Montgomery, Giles, Pulaski, Tazewell, Wythe, Smyth and Washington. It includes the independent cities of Roanoke, Radford and Galax, and the portions of Carroll and Grayson Counties that are adjacent to Galax. The Company also serves those portions of Mercer County and McDowell County, West Virginia that are contiguous with Tazewell County, Virginia. Although largely rural, the market area is home to two major universities, Virginia Tech and Radford University, and to three community colleges. Virginia Tech, located in Blacksburg, Virginia, is the area’s largest employer and is the Commonwealth’s second largest university. A second state supported university, Radford University, is located nearby. State support for public colleges and universities, like Virginia Tech and Radford University, has been adversely affected by the recession and State budget considerations. In recent years, Virginia Tech’s Corporate Research Center has brought a number of technology related companies to Montgomery County.

In addition to education, the market area has a diverse economic base, with manufacturing, agriculture, tourism, healthcare, retail and service industries all represented. Large manufacturing facilities in the region include Celanese Acetate, the largest employer in Giles County, and Volvo Heavy Trucks, the largest company in Pulaski County. Both of these firms have experienced cycles of hiring and layoffs within the past several years. Pulaski and Galax have in the past been centers for furniture manufacturing. However, this industry has been declining because of growing furniture imports and the loss of demand. Several furniture companies have gone out of business in the recent past. Tazewell County is largely dependent on the coal mining industry and on agriculture for its economic base. Coal production is a cyclical industry that has declined significantly in recent years, and suffered from increased regulations. Montgomery County, Bluefield in Tazewell County and Abingdon in Washington County are regional retail centers and have facilities to provide basic health care for the region.

NBI’s market area offers the advantages of a good quality of life, scenic beauty, moderate climate and historical and cultural attractions. The region has some recent success attracting retirees, particularly from the Northeast and urban northern Virginia.

Because NBI’s market area is economically diverse and includes large public employers, it has historically avoided the most extreme effects of past economic downturns. If the economic recovery wavers or reverses, it is likely that unemployment will rise and that other economic indicators will negatively impact the Company's trade area.

 

Competition

 

The banking and financial services industry in NBI’s market area is highly competitive. The competitive business environment is a result of changes in regulation, changes in technology and product delivery systems and competition from other financial institutions as well as non-traditional financial services. NBB competes for loans and deposits with other commercial banks, credit unions, securities and brokerage companies, mortgage companies, insurance companies, retailers, automobile companies and other nonbank financial service providers. Many of these competitors are much larger in total assets and capitalization, have greater access to capital markets and offer a broader array of financial services than NBB. In order to compete, NBB relies upon a deep knowledge of its markets, a service-based business philosophy, personal relationships with customers, specialized services tailored to meet customers’ needs and the convenience of office locations. In addition, the bank is generally competitive with other financial institutions in its market area with respect to interest rates paid on deposit accounts, interest rates charged on loans and other service charges on loans and deposit accounts.

 

Organization and Employment

 

NBI, NBB and NBFS are organized in a holding company/subsidiary structure. Functions that serve both subsidiaries, including audit, compliance, loan review and human resources, are at the holding company level, and fees are charged to the respective subsidiary for those services.

At December 31, 2016, NBI employed 15 full time employees, NBB had 210 full time equivalent employees and NBFS had 4 full time employees.

 

Regulation, Supervision and Government Policy

 

NBI and NBB are subject to state and federal banking laws and regulations that provide for general regulatory oversight of all aspects of their operations. As a result of substantial regulatory burdens on banking, financial institutions like NBI and NBB are at a disadvantage to other competitors who are not as highly regulated, and NBI and NBB’s costs of doing business are accordingly higher. Legislative efforts to prevent a repeat of the 2008 financial crisis culminated in the Dodd-Frank Wall Street Reform Act of 2010. This legislation, together with existing and planned regulations, has dramatically increased the regulatory burden on commercial banks. The burden falls disproportionately on community banks like NBB, which must devote a higher proportion of their human and other resources to compliance than do their larger competitors. The financial crisis has also heightened the examination focus by banking regulators, particularly on real estate related assets and commercial loans. In the current environment, the potential for additional laws and regulations that will impact the Company, as well as heightened examination standards with regard to asset quality, cannot be ruled out. The following is a brief summary of certain laws, rules and regulations that affect NBI and NBB.

 

5

 

 

National Bankshares, Inc.

 

NBI is a bank holding company qualified as a financial holding company under the Federal Bank Holding Company Act (“BHCA”), which is administered by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). NBI is required to file an annual report with the Federal Reserve and may be required to furnish additional information pursuant to the BHCA. The Federal Reserve is authorized to examine NBI and its subsidiaries. With some limited exceptions, the BHCA requires a bank holding company to obtain prior approval from the Federal Reserve before acquiring or merging with a bank or before acquiring more than 5% of the voting shares of a bank unless it already controls a majority of shares.

 

The Bank Holding Company Act. Under the BHCA, a bank holding company is generally prohibited from engaging in nonbanking activities unless the Federal Reserve has found those activities to be incidental to banking. Bank holding companies also may not acquire more than 5% of the voting shares of any company engaged in nonbanking activities. Amendments to the BHCA that were included in the Gramm-Leach-Bliley Act of 1999 (see below) permitted any bank holding company with bank subsidiaries that are well-capitalized, well-managed and which have a satisfactory or better rating under the Community Reinvestment Act (see below) to file an election with the Federal Reserve to become a financial holding company. A financial holding company may engage in any activity that is (i) financial in nature (ii) incidental to a financial activity or (iii) complementary to a financial activity. Financial activities include insurance underwriting, insurance agency activities, securities dealing and underwriting and providing financial, investment or economic advising services. NBI is a financial holding company that currently engages in insurance agency activities and providing financial, investment or economic advising services.

 

The Virginia Banking Act. The Virginia Banking Act requires all Virginia bank holding companies to register with the Virginia State Corporation Commission (the “Commission”). NBI is required to report to the Commission with respect to financial condition, operations and management. The Commission may also make examinations of any bank holding company and its subsidiaries and must approve the acquisition of ownership or control of more than 5% of the voting shares of any Virginia bank or bank holding company.

 

The Gramm-Leach-Bliley Act. The Gramm-Leach-Bliley Act (“GLBA”) permits significant combinations among different sectors of the financial services industry, allows for expansion of financial service activities by bank holding companies and offers financial privacy protections to consumers. GLBA preempts most state laws that prohibit financial holding companies from engaging in insurance activities. GLBA permits affiliations between banks and securities firms in the same holding company structure, and it permits financial holding companies to directly engage in a broad range of securities and merchant banking activities.

 

The Sarbanes-Oxley Act. The Sarbanes-Oxley Act (“SOX”) enacted major reforms of the federal securities laws intended to protect investors by improving the accuracy and reliability of corporate disclosures. It impacts all companies with securities registered under the Securities Exchange Act of 1934, including NBI. SOX creates increased responsibility for chief executive officers and chief financial officers with respect to the content of filings with the Securities and Exchange Commission. Section 404 of SOX and related Securities and Exchange Commission rules focused increased scrutiny by internal and external auditors on NBI’s systems of internal controls over financial reporting, which is designed to ensure that those internal controls are effective in both design and operation. SOX sets out enhanced requirements for audit committees, including independence and expertise, and it includes stronger requirements for auditor independence and limits the types of non-audit services that auditors can provide. Finally, SOX contains additional and increased civil and criminal penalties for violations of securities laws.

 

Capital and Related Requirements. The Federal Reserve has adopted risk-based capital guidelines that are applicable to NBI. The guidelines provide that the Company must maintain a minimum ratio of 8% of qualified total capital to risk-weighted assets (including certain off-balance sheet items, such as standby letters of credit) and a minimum ratio of Tier 1 capital to risk-weighted assets of 6%. In addition, the Federal Reserve has established minimum leverage ratio guidelines of 4% for banks that meet certain specified criteria. The leverage ratio is the ratio of Tier 1 capital to total average assets, less intangibles. NBI is expected to be a source of capital strength for its subsidiary bank, and regulators can undertake a number of enforcement actions against NBI if its subsidiary bank becomes undercapitalized. NBI’s bank subsidiary is well capitalized and fully in compliance with capital guidelines.

On July 2, 2013, the Federal Reserve voted to adopt final Basel III capital rules for U.S. banking organizations. The final rules establish an integrated regulatory capital framework and will implement in the United States the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision and certain changes required by the Dodd-Frank Act. Under the final rule, minimum requirements will increase for both the quantity and quality of capital held by banking organizations. Consistent with the international Basel framework, the final rule includes a new minimum ratio of common equity tier 1 capital (Tier I Common) to risk-weighted assets and a common equity tier 1 capital conservation buffer of 2.5% of risk-weighted assets that will apply to all supervised financial institutions. The rule also raises the minimum ratio of tier 1 capital to risk-weighted assets and includes a minimum leverage ratio of 4% for all banking organizations. These new minimum capital ratios became effective for the Company on January 1, 2015 and will be fully phased-in on January 1, 2019.

 

6

 

 

The final rule emphasizes common equity tier 1 capital, the most loss-absorbing form of capital, and implements strict eligibility criteria for regulatory capital instruments. The final rule also improves the methodology for calculating risk-weighted assets to enhance risk sensitivity. Banks and regulators use risk weighting to assign different levels of risk to different classes of assets. We continue to monitor the impact of the Basel III final rule on the Company’s regulatory capital ratios.

Failure to meet statutorily mandated capital guidelines or more restrictive ratios separately established for a financial institution could subject NBB or the Company to a variety of enforcement remedies, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on accepting or renewing brokered deposits, limitations on the rates of interest that the institution may pay on its deposits and other restrictions on its business. As described above, significant additional restrictions can be imposed on NBB if it would fail to meet applicable capital requirements.

 

Dodd-Frank Wall Street Reform and Consumer Protection Act. The Dodd-Frank Act was signed into law on July 21, 2010. Its wide ranging provisions affect all federal financial regulatory agencies and nearly every aspect of the American financial services industry. Among the provisions of the Dodd-Frank Act that directly impact the Company is the creation of an independent Consumer Financial Protection Bureau (“CFPB”), which has the ability to write rules for consumer protections governing all financial institutions. All consumer protection responsibility formerly handled by other banking regulators is consolidated in the CFPB. It oversees the enforcement of all federal laws intended to ensure fair access to credit. For smaller financial institutions such as NBI and NBB, the CFPB will coordinate its examination activities through their primary regulators.

The Dodd-Frank Act contains provisions designed to reform mortgage lending, which includes the requirement of additional disclosures for consumer mortgages. The CFPB has begun implementing mortgage lending regulations to carry out its mandate. In addition, the Federal Reserve issued new rules, effective October 1, 2011, which had the effect of limiting the fees charged to merchants by credit card companies for debit card transactions. The Dodd-Frank Act also contains provisions that affect corporate governance and executive compensation.

Although the Dodd-Frank Act provisions themselves are extensive and have required the Company and the Bank to deploy resources to comply with them, the ultimate impact on the Company of this massive legislation remains unknown. Several federal agencies, including the Federal Reserve, the CFPB and the Securities and Exchange Commission, have yet to issue final regulations implementing major portions of the legislation, and this process is ongoing. In addition, the new Administration in Washington, D.C. may reform or rescind various provisions of the Dodd-Frank Act.

 

Source of Strength. Federal Reserve policy has historically required bank holding companies to act as a source of financial and managerial strength to their subsidiary banks. The Dodd-Frank Act codified this policy as a statutory requirement. Under this requirement, the Company is expected to commit resources to support NBB, including at times when the Company may not be in a financial position to provide such resources. Any capital loans by a bank holding company to any of its subsidiary banks are subordinate in right of payment to depositors and to certain other indebtedness of such subsidiary banks. In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment.

 

The National Bank of Blacksburg

 

NBB is a national banking association incorporated under the laws of the United States, and the bank is subject to regulation and examination by the Office of the Comptroller of the Currency (“OCC”). NBB’s deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the limits of applicable law. The OCC, as the primary regulator, and the FDIC regulate and monitor all areas of NBB’s operation. These areas include adequacy of capitalization and loss reserves, loans, deposits, business practices related to the charging and payment of interest, investments, borrowings, payment of dividends, security devices and procedures, establishment of branches, corporate reorganizations and maintenance of books and records. NBB is required to maintain certain capital ratios. It must also prepare quarterly reports on its financial condition for the OCC and conduct an annual audit of its financial affairs. OCC requires NBB to adopt internal control structures and procedures designed to safeguard assets and monitor and reduce risk exposure. While appropriate for the safety and soundness of banks, these requirements add to overhead expense for NBB and other banks.

 

The Community Reinvestment Act. NBB is subject to the provisions of the Community Reinvestment Act (“CRA”), which imposes an affirmative obligation on financial institutions to meet the credit needs of the communities they serve, including low and moderate income neighborhoods. The OCC monitors NBB’s compliance with the CRA and assigns public ratings based upon the bank’s performance in meeting stated assessment goals. Unsatisfactory CRA ratings can result in restrictions on bank operations or expansion. NBB received a “satisfactory” rating in its last CRA examination by the OCC.

 

The Gramm-Leach-Bliley Act. In addition to other consumer privacy provisions, the Gramm-Leach-Bliley Act (“GLBA”) restricts the use by financial institutions of customers’ nonpublic personal information. At the inception of the customer relationship and annually thereafter, NBB is required to provide its customers with information regarding its policies and procedures with respect to handling of customers’ nonpublic personal information. GLBA generally prohibits a financial institution from providing a customer’s nonpublic personal information to unaffiliated third parties without prior notice and approval by the customer.

 

7

 

 

 

The USA Patriot Act. The USA Patriot Act (“Patriot Act”) facilitates the sharing of information among government entities and financial institutions to combat terrorism and money laundering. The Patriot Act imposes an obligation on NBB to establish and maintain anti-money laundering policies and procedures, including a customer identification program. The bank is also required to screen all customers against government lists of known or suspected terrorists. There is additional regulatory oversight to insure compliance with the Patriot Act.

 

Consumer Laws and Regulations. There are a number of laws and regulations that regulate banks’ consumer loan and deposit transactions. Among these are the Truth in Lending Act, the Truth in Savings Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Fair Credit Reporting Act, the Electronic Funds Transfer Act, the Fair Debt Collections Practices Act, the Home Mortgage Disclosure Act, the Service Members Civil Relief Act, laws governing flood insurance, federal and state laws prohibiting unfair and deceptive business practices, foreclosure laws, and various regulations that implement some or all of the foregoing. NBB is required to comply with these laws and regulations in its dealings with customers. In addition, the CFPB has adopted and may continue to refine rules regulating consumer mortgage lending pursuant to the Dodd-Frank Act. There are numerous disclosure and other compliance requirements associated with the consumer laws and regulations.

 

Deposit Insurance. NBB has deposits that are insured by the FDIC. FDIC maintains a Deposit Insurance Fund (“DIF”) that is funded by risk-based insurance premium assessments on insured depository institutions. Assessments are determined based upon several factors, including the level of regulatory capital and the results of regulatory examinations. FDIC may adjust assessments if the insured institution’s risk profile changes or if the size of the DIF declines in relation to the total amount of insured deposits. Beginning April 1, 2011, an institution’s assessment base became consolidated total assets less its average tangible equity as defined by the FDIC. The FDIC has authority to impose (and has imposed during the recent financial crisis) special measures to boost the deposit insurance fund such as prepayments of assessments and additional special assessments.

After giving primary regulators an opportunity to first take action, FDIC may initiate an enforcement action against any depository institution it determines is engaging in unsafe or unsound actions or which is in an unsound condition, and the FDIC may terminate that institution’s deposit insurance. NBB has no knowledge of any matter that would threaten its FDIC insurance coverage.

 

Capital Requirements. The same capital requirements that are discussed above with relation to NBI are applied to NBB by the OCC. The OCC guidelines provide that banks experiencing internal growth or making acquisitions are expected to maintain strong capital positions well above minimum levels, without reliance on intangible assets. In addition, implementation of the BASEL III requirements could increase required capital minimums as well as compliance costs due to their complexity.

 

Limits on Dividend Payments. A significant portion of NBI’s income is derived from dividends paid by NBB. As a national bank, NBB may not pay dividends from its capital, and it may not pay dividends if the bank would become undercapitalized, as defined by regulation, after paying the dividend. Without prior OCC approval, NBB’s dividend payments in any calendar year are restricted to the bank’s retained net income for that year, as that term is defined by the laws and regulations, combined with retained net income from the preceding two years, less any required transfer to surplus.

The OCC and FDIC have authority to limit dividends paid by NBB if the payments are determined to be an unsafe and unsound banking practice. Any payment of dividends that depletes the bank’s capital base could be deemed to be an unsafe and unsound banking practice.

 

Branching. As a national bank, NBB is required to comply with the state branch banking laws of Virginia, the state in which the bank is located. NBB must also have the prior approval of OCC to establish a branch or acquire an existing banking operation. Under Virginia law, NBB may open branch offices or acquire existing banks or bank branches anywhere in the state. Virginia law also permits banks domiciled in the state to establish a branch or to acquire an existing bank or branch in another state. The Dodd-Frank Act permits the OCC to approve applications by national banks like NBB to establish de novo branches in any state in which a bank located in that state is permitted to establish a branch.

 

Ability-to-Repay and Qualified Mortgage Rule. Pursuant to the Dodd-Frank Act, the CFPB issued a final rule on January 10, 2013 (effective on January 10, 2014), amending Regulation Z as implemented by the Truth in Lending Act, requiring mortgage lenders to make a reasonable and good faith determination based on verified and documented information that a consumer applying for a mortgage loan has a reasonable ability to repay the loan according to its terms. Mortgage lenders are required to determine consumers’ ability to repay in one of two ways. The first alternative requires the mortgage lender to consider the following eight underwriting factors when making the credit decision: (i) current or reasonably expected income or assets; (ii) current employment status; (iii) the monthly payment on the covered transaction; (iv) the monthly payment on any simultaneous loan; (v) the monthly payment for mortgage-related obligations; (vi) current debt obligations, alimony, and child support; (vii) the monthly debt-to-income ratio or residual income; and (viii) credit history. Alternatively, the mortgage lender can originate “qualified mortgages,” which are entitled to a presumption that the creditor making the loan satisfied the ability-to-repay requirements. In general, a “qualified mortgage” is a mortgage loan without negative amortization, interest-only payments, balloon payments, or terms exceeding 30 years. In addition, to be a qualified mortgage the points and fees paid by a consumer cannot exceed 3% of the total loan amount. Qualified mortgages that are “higher-priced” (e.g. subprime loans) create a rebuttable presumption of compliance with the ability-to-repay rules, while qualified mortgages that are not “higher-priced” (e.g. prime loans) are given a safe harbor of compliance. The Company is predominantly an originator of compliant qualified mortgages.

 

8

 

 

Monetary Policy

 

The monetary and interest rate policies of the Federal Reserve, as well as general economic conditions, affect the business and earnings of NBI. NBB and other banks are particularly sensitive to interest rate fluctuations. The spread between the interest paid on deposits and that which is charged on loans is the most important component of the bank’s earnings. In addition, interest earned on investments held by NBI and NBB has a significant effect on earnings. As conditions change in the national and international economy and in the money markets, the Federal Reserve’s actions, particularly with regard to interest rates, can impact loan demand, deposit levels and earnings at NBB. It is not possible to accurately predict the effects on NBI of economic and interest rate changes.

 

Other Legislative and Regulatory Concerns

 

Particularly because of uncertain economic conditions and the current political environment, federal and state laws and regulations are regularly proposed that could affect the regulation of financial institutions. New, revised, or rescinded regulations could add to the regulatory burden on banks and other financial service providers and increase the costs of compliance, or they could change the products that can be offered and the manner in which financial institutions do business. We cannot foresee how regulation of financial institutions may change in the future and how those changes might affect NBI.

 

Company Website

 

NBI maintains a website at www.nationalbankshares.com. The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports are made available on its website as soon as is practical after the material is electronically filed with the Securities and Exchange Commission. The Company’s proxy materials for the 2017 annual meeting of stockholders are also posted on a separate website at www.nationalbanksharesproxy.com.

 

Executive Officers of the Company

 

The following is a list of names and ages of all executive officers of Bankshares; their terms of office as officers; the positions and offices within Bankshares held by each officer; and each person’s principal occupation or employment during the past five years.

 

Name

Age

Offices and Positions Held

Year Elected an Officer/Director

James G. Rakes

72

National Bankshares, Inc.: Chairman, President and Chief Executive Officer.

The National Bank of Blacksburg: Executive Chairman of The National Bank of Blacksburg, July 2014 to Present; President and Chief Executive Officer of The National Bank of Blacksburg from 1983 to July 2014; and Chairman from 2005 to July 2014.

National Bankshares Financial Services: Chairman, President and CEO of National Bankshares Financial Services, Inc., June 2011 to Present; Chairman, President and Treasurer, 2001 to June 2011.

1986

David K. Skeens

50

National Bankshares, Inc.: Treasurer and Chief Financial Officer, January 2009 to Present.

The National Bank of Blacksburg: Senior Vice President/Operations & Risk Management & CFO, 2009 to Present; Senior Vice President/Operations & Risk Management, 2008-2009; Vice President/Operations & Risk Management, 2004-2008.

2009

 

     

(continued)

 

9

 

 

 

F. Brad Denardo

64

National Bankshares, Inc.: Executive Vice President, 2008 to Present.

The National Bank of Blacksburg: President & CEO, July 2014 to Present; Executive Vice President/Chief Operating Officer, 2002 to July 2014.

National Bankshares Financial Services, Inc.: Treasurer, June 2011 to Present.

1989

Bryson J. Hunter(1)

49

National Bankshares, Inc.: Secretary & Counsel, July 2011 through June 1, 2016.

The National Bank of Blacksburg: Counsel, May 2011 through June 1, 2016.

National Bankshares Financial Services, Inc.: Secretary & Counsel, June 2011 through June 1, 2016.

Gentry Locke Rakes & Moore, LLP: Partner, 2008 to 2011.

2011

Lara E. Ramsey 48

National Bankshares, Inc.: Corporate Secretary, June 1, 2016 to Present.

National Bankshares, Inc.: Senior Vice President/Administration, June 2011 to Present.

National Bankshares, Inc.: Vice President/Human Resources, January 2001 through June 2011

2016

 

 

(1)

Employment terminatedJune 1, 2016.

 

Item 1A. Risk Factors

 

If economic trends reverse or recession returns, our credit risk will increase and there could be greater loan losses.

A reversal in economic trends or return to recession is likely to result in a higher rate of business closures and increased job losses in the region in which we do business. In addition, reduced State funding for the public colleges and universities that are large employers in our market area could have an adverse effect on employment levels and on the area’s economy. These factors would increase the likelihood that more of our customers would become delinquent or default on their loans. A higher level of loan defaults could result in higher loan losses, which could adversely affect our performance.

 

A reversal in economic trends, return to recession, or change in interest rates could increase the risk of losses in our investment portfolio.

The Company holds both corporate and municipal bonds in its investment portfolio. A reversal in economic recovery or return to recession could increase the actual or perceived risk of default by both corporate and government issuers and, in either case, could adversely affect the value of these investments. In addition, the value of these investments could be affected by a change in interest rates and related factors, including the pricing of securities.

 

The condition of the local real estate market could negatively affect our business.

Substantially all of the Company’s real property collateral is located in its market area. If there is a decline in real estate values, especially in the Company’s market area, the collateral for loans would deteriorate and provide significantly less security.

 

Focus on lending to small to mid-sized community-based businesses may increase its credit risk.

      Most of the Company’s commercial business and commercial real estate loans are made to small business or middle market customers. These businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities and have a heightened vulnerability to economic conditions. If general economic conditions in the market areas in which the Company operates negatively impact this important customer sector, the Company’s results of operations and financial condition may be adversely affected.  Moreover, a portion of these loans have been made by the Company in recent years and the borrowers may not have experienced a complete business or economic cycle. The deterioration of the borrowers’ businesses may hinder their ability to repay their loans with the Company, which could have a material adverse effect on the Company’s financial condition and results of operations.

 

Market interest rates remain low. When market interest rates rise farther, our net interest income can be negatively affected in the short term.

The direction and speed of interest rate changes affect our net interest margin and net interest income. In the short term, rising interest rates may negatively affect our net interest income, because our interest-bearing liabilities (generally deposits) reprice sooner than our interest-earning assets (generally loans).

 

10

 

 

 

The allowance for loan losses may not be adequate to cover actual losses.

In accordance with accounting principles generally accepted in the United States, an allowance for loan losses is maintained to provide for loan losses. The allowance for loan losses may not be adequate to cover actual credit losses, and future provisions for credit losses could materially and adversely affect operating results.  The allowance for loan losses is based on prior experience, as well as an evaluation of the risks in the current portfolio. The amount of future losses is susceptible to changes in economic, operating, and other outside forces and conditions, including changes in interest rates, all of which are beyond the Company’s control; and these losses may exceed current estimates. Federal regulatory agencies, as an integral part of their examination process, review the Company’s loans and allowance for loan losses. While management believes that the allowance for loan losses is adequate to cover current losses, it cannot make assurances that it will not further increase the allowance for loan losses or that regulators will not require it to increase this allowance. Either of these occurrences could adversely affect earnings.

The allowance for loan losses requires management to make significant estimates that affect the financial statements. Due to the inherent nature of this estimate, management cannot provide assurance that it will not significantly increase the allowance for loan losses, which could materially and adversely affect earnings.

 

Nonperforming assets take significant time to resolve and adversely affect the Company’s results of operations and financial condition.

The Company’s nonperforming assets adversely affect its net income in various ways. Until economic and market conditions improve, the Company expects to continue to incur additional losses relating to volatility in nonperforming loans. The Company does not record interest income on nonaccrual loans, which adversely affects its income and increases credit administration costs. When the Company receives collateral through foreclosures and similar proceedings, it is required to mark the related asset to the then fair market value of the collateral less estimated selling costs, which may, and often does, result in a loss. An increase in the level of nonperforming assets also increases the Company’s risk profile and may impact the capital levels regulators believe are appropriate in light of such risks. The Company utilizes various techniques such as workouts and restructurings to manage problem assets. Increases in or negative adjustments in the value of these problem assets, the underlying collateral, or in the borrowers’ performance or financial condition, could adversely affect the Company’s business, results of operations and financial condition. In addition, the resolution of nonperforming assets requires significant commitments of time from management and staff, which can be detrimental to the performance of their other responsibilities, including generation of new loans. There can be no assurance that the Company will avoid further increases in nonperforming loans in the future.

 

The Company relies upon independent appraisals to determine the value of the real estate which secures a significant portion of its loans, and the values indicated by such appraisals may not be realizable if the Company is forced to foreclose upon such loans.

A significant portion of the Company’s loan portfolio consists of loans secured by real estate. The Company relies upon independent appraisers to estimate the value of such real estate. Appraisals are only estimates of value and the independent appraisers may make mistakes of fact or judgment which adversely affect the reliability of their appraisals. In addition, events occurring after the initial appraisal may cause the value of the real estate to increase or decrease.  As a result of any of these factors, the real estate securing some of the Company’s loans may be more or less valuable than anticipated at the time the loans were made. If a default occurs on a loan secured by real estate that is less valuable than originally estimated, the Company may not be able to recover the outstanding balance of the loan and will suffer a loss.

 

If more competitors come into our market area, our business could suffer.

The financial services industry in our market area is highly competitive, with a number of commercial banks, credit unions, insurance companies and stockbrokers seeking to do business with our customers. If there is additional competition from new business or if our existing competitors focus more attention on our market, we could lose customers and our business could suffer.

 

Additional laws and regulations or revisions and rescission of existing laws and regulations could lead to a significant increase in our regulatory burden.

The Dodd-Frank Act and its implementing regulations have resulted in greater compliance costs and reduced the profitability of some of our products and services. Implementation of the proposed Basel III rules for capital could increase our compliance costs because of the complexity in the risk assessment rules. While the risk appears to have diminished somewhat, both federal and state governments could enact new laws affecting financial institutions that would further increase our regulatory burden and could negatively affect our profits. Likewise, revisions or rescission of existing laws and regulations that already have been implemented may result in additional compliance costs, at least in the short-term or, if done imprudently, could ultimately create economic risks negatively affecting our revenues.

 

New laws and regulations could limit our sources of noninterest income.

While the risk appears to have diminished somewhat, new laws and regulations could limit our ability to offer certain profitable products and services or require that we offer unprofitable products and services. This could have a negative effect on the level of noninterest income.

 

Intense oversight by regulators could result in stricter requirements and higher overhead costs.

The regulatory environment has caused financial industry regulators to impose additional requirements, such as higher capital limits, which could impact the Company’s earnings.

 

11

 

 

Political risks in the U.S. and the rest of the world could negatively affect the financial markets.

Political risks in the U.S. and the rest of the world could affect financial markets and affect fiscal policy which could negatively affect our investment portfolio and earnings.

 

Our information systems may experience an interruption or security breach.

We rely heavily on communications and information systems to conduct our business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in our internet banking, deposit, loan and other systems. While we have policies and procedures designed to prevent or limit the effect of the possible failure, interruption or security breach of our information systems, there can be no assurance that any such failure, interruption or security breach will not occur or, if they do occur, that they will be adequately addressed.

In the ordinary course of business, the Company collects and stores sensitive data, including proprietary business information and personally identifiable information of its customers and employees, in systems and on networks. The secure processing, maintenance and use of this information is critical to operations and the Company’s business strategy. The Company has invested in accepted technologies, and annually reviews processes and practices that are designed to protect its networks, computers and data from damage or unauthorized access. Despite these security measures, the Company’s computer systems and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. A breach of any kind could compromise systems and the information stored there could be accessed, damaged or disclosed. The Company experienced two cyber-intrusions, one in May 2016 and one in January 2017 in which certain customer information was compromised. The occurrence of any failure, interruption or security breach of our communications and information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny or expose us to civil litigation and possible financial liability.

 

Cyber-attacks may disarm and/or bypass system safeguards and allow unauthorized access and misappropriation of financial data and assets.

As a financial institution holding company, we are vulnerable to and the target of cyber-attacks that attempt to access our digital technology systems, disarm and/or bypass system safeguards, access customer data and ultimately increase the risk of economic and reputational loss.

The Company has implemented a multi-faceted approach to reduce the exposure of our systems to cyber- intrusions, strengthen our defenses against hackers and protect customer accounts and information relevant to customer accounts from unauthorized access. These tools include digital technology safeguards, internal policies and procedures, and employee training.

However, it is not possible to fully eliminate exposure. We may experience human error or have unknown susceptibilities that allow our systems to become victim to highly-sophisticated cyber-attack. If hackers gain entry to our systems, they may disable other safeguards that limit loss, including limits on the number, amount, and frequency of ATM withdrawals, as well as other loss-prevention or detection measures.

 

The Company relies on other companies to provide key components of the Company’s business infrastructure.

Third parties provide key components of the Company’s business operations such as data processing, recording and monitoring transactions, online banking interfaces and services, Internet connections and network access. While the Company has selected these third party vendors carefully, it does not control their actions. Any problem caused by these third parties, including those resulting from disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher volumes, failures of a vendor to provide services for any reason or poor performance of services, could adversely affect the Company’s ability to deliver products and services to its customers and otherwise conduct its business. Financial or operational difficulties of a third party vendor could also hurt the Company’s operations if those difficulties interface with the vendor’s ability to serve the Company.  Replacing these third party vendors could also create significant delay and expense. Accordingly, use of such third parties creates an unavoidable inherent risk to the Company’s business operations.

 

Consumers may increasingly decide not to use the Bank to complete their financial transactions, which would have a material adverse impact on the Company’s financial condition and operations.

          Technology and other changes are allowing parties to complete financial transactions through alternative methods that historically have involved banks. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts, mutual funds or general-purpose reloadable prepaid cards. Consumers can also complete transactions such as paying bills and/or transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower cost of deposits as a source of funds could have a material adverse effect on the Company’s financial condition and results of operations.

 

Changes in funding for higher education could materially affect our business.

Federal and state support for public colleges and universities in the Company’s market area has been adversely affected by the recession and budgetary considerations. As a result, our business may be adversely affected from declines in university programs, capital projects, employment and other related factors.

 

12

 

 

The Company is dependent on key personnel and the loss of one or more of those key personnel may materially and adversely affect the Companys operations and prospects.

The Company currently depends on the services of a number of key management personnel. The loss of key personnel could materially and adversely affect the results of operations and financial condition. The Company’s success also depends in part on the ability to attract and retain additional qualified management personnel. Competition for such personnel is strong and the Company may not be successful in attracting or retaining the personnel it requires.

 

Changes in accounting standards could impact reported earnings. 

The authorities that promulgate accounting standards, including the Financial Accounting Standards Board, SEC, and other regulatory authorities, periodically change the financial accounting and reporting standards that govern the preparation of the Company’s consolidated financial statements. These changes are difficult to predict and can materially impact how the Company records and reports its financial condition and results of operations. In some cases, the Company could be required to apply a new or revised standard retroactively, resulting in the restatement of financial statements for prior periods. Such changes could also require the Company to incur additional personnel or technology costs. Most notably, new guidance on the calculation of credit reserves using current expected credit losses was finalized in June, 2016. The standard will be effective for the Company beginning January 1, 2021. To implement the new standard, the Company will incur costs related to data collection and documentation, technology and training. The Company expects that implementation could significantly impact our required credit reserves. Other impacts to capital levels, profit and loss, and various financial metrics will also result.

 

The Company is subject to claims and litigation pertaining to fiduciary responsibility. 

From time to time, customers make claims and take legal action pertaining to the performance of the Company’s fiduciary responsibilities. Whether customer claims and legal action related to the performance of the Company’s fiduciary responsibilities are founded or unfounded, if such claims and legal actions are not resolved in a manner favorable to the Company, they may result in significant financial liability and/or adversely affect the market perception of the Company and its products and services, as well as impact customer demand for those products and services. Any financial liability or reputation damage could have a material adverse effect on the Company’s business, which, in turn, could have a material adverse effect on the Company’s financial condition and results of operations.

 

The Company’s ability to pay dividends depends upon the results of operations of its subsidiaries. 

The Company is a financial holding company and a bank holding company that conducts substantially all of its operations through NBB. As a result, the Company’s ability to make dividend payments on its common stock depends primarily on certain federal regulatory considerations and the receipt of dividends and other distributions from NBB. There are various regulatory restrictions on the ability of NBB to pay dividends or make other payments to the Company. Although the Company has historically paid a cash dividend to the holders of its common stock, holders of the common stock are not entitled to receive dividends, and regulatory or economic factors may cause the Company’s Board of Directors to consider, among other things, the reduction of dividends paid on the Company’s common stock.

 

While the Company’s common stock is currently traded on the NASDAQ Capital Market, it has less liquidity than stocks for larger companies quoted on a national securities exchange. 

The trading volume in the Company’s common stock on the NASDAQ Capital Market has been relatively low when compared with larger companies listed on the NASDAQ Capital Market or other stock exchanges. There is no assurance that a more active and liquid trading market for the common stock will exist in the future. Consequently, stockholders may not be able to sell a substantial number of shares for the same price at which stockholders could sell a smaller number of shares. In addition, the Company cannot predict the effect, if any, that future sales of the its common stock in the market, or the availability of shares of common stock for sale in the market, will have on the market price of the common stock. Sales of substantial amounts of common stock in the market, or the potential for large amounts of sales in the market, could cause the price of the Company’s common stock to decline, or reduce the Company’s ability to raise capital through future sales of common stock.

 

A change in tax rates applicable to the Company may cause impairment of deferred tax assets. 

The Company determines deferred income taxes using the balance sheet method. Under this method, each asset and liability is examined to determine the difference between its book basis and its tax basis. The difference between the book basis and the tax basis of each asset and liability is multiplied by the Company’s marginal tax rate to determine the net deferred tax asset or liability. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods.

The marginal tax rate applicable to the Company, as with all entities subject to federal income tax, is based on the Company’s taxable income. If the Company’s taxable income declines such that the Company’s marginal tax rate declines, the change in deferred income tax assets and liabilities would result in an expense during the period that a lower marginal tax rate occurs. If changes in tax rates and laws are enacted, the company will recognize the changes in the period in which they occur. Changes in tax rates and laws could impair the Company’s deferred tax assets and result in an expense associated with the change in deferred tax assets and liabilities.

 

13

 

 

Item 1B. Unresolved Staff Comments

 

There are no unresolved staff comments.

 

Item 2. Properties

 

NBB owns and has a branch bank in NBI’s headquarters building located at 101 Hubbard Street, Blacksburg, Virginia. NBB’s main office is at 100 South Main Street, Blacksburg, Virginia. NBB owns an additional eighteen branch offices and it leases six branch locations and a loan production office. We believe that existing facilities are adequate for current needs and to meet anticipated growth.

 

Item 3. Legal Proceedings

 

NBI, NBB, and NBFS are not currently involved in any material pending legal proceedings.

 

Item 4. Mine Safety Disclosures

 

Not applicable.     

 

Part II

 

Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Common Stock Information and Dividends

 

National Bankshares, Inc.’s common stock is traded on the NASDAQ Capital Market under the symbol “NKSH.” As of December 31, 2016, there were 684 record stockholders of NBI common stock. The following is a summary of the market price per share and cash dividend per share of the common stock of National Bankshares, Inc. for 2016 and 2015.

 

Common Stock Market Prices

 

   

2016

   

2015

   

Dividends per share

 
   

High

   

Low

   

High

   

Low

   

2016

   

2015

 

First Quarter

  $ 35.10     $ 31.75     $ 30.98     $ 28.00     $ ---     $ ---  

Second Quarter

    37.10       32.32       31.36       27.48       0.55       0.53  

Third Quarter

    37.49       33.18       32.00       29.29       ---       ---  

Fourth Quarter

    45.35       34.00       36.76       30.25       0.61       0.61  

 

NBI’s primary source of funds for dividend payments is dividends from its bank subsidiary, NBB. Bank dividend payments are restricted by regulators, as more fully disclosed in Note 11 of Notes to Consolidated Financial Statements.

 

On May 11, 2016, NBI’s Board of Directors approved the repurchase of up to 100,000 shares of equity securities that are registered by the Company pursuant to Section 12 of the Securities Exchange Act of 1934. During 2016, there were no shares repurchased, and 100,000 shares may yet be purchased under the program.

14

 

 

 

Stock Performance Graph

 

The following graph compares the yearly percentage change in the cumulative total of stockholder return on NBI common stock with the cumulative return on the NASDAQ Composite Index, and the NASDAQ Bank Index for the five-year period commencing on December 31, 2011. These comparisons assume the investment of $100 in National Bankshares, Inc. common stock in each of the indices on December 31, 2011, and the reinvestment of dividends.

 

 

 

 

 

   

2011

   

2012

   

2013

   

2014

   

2015

   

2016

 

NATIONAL BANKSHARES, INC.

    100       120       141       121       146       185  

NASDAQ COMPOSITE INDEX

    100       118       165       190       203       221  

NASDAQ BANK INDEX

    100       119       171       177       192       266  

 

15

 

 

Item 6. Selected Financial Data

 

National Bankshares, Inc. and Subsidiaries

Selected Consolidated Financial Data

 

$ in thousands, except per share data

 

Year ended December 31,

 
   

2016

   

2015

   

2014

   

2013

   

2012

 

Selected Income Statement Data:

                                       

Interest income

  $ 40,930     $ 42,914     $ 43,944     $ 45,670     $ 48,118  

Interest expense

    4,166       4,183       4,899       5,955       7,887  

Net interest income

    36,764       38,731       39,045       39,715       40,231  

Provision for loan losses

    1,650       2,009       1,641       1,531       3,134  

Noninterest income

    9,932       9,486       9,120       9,222       9,278  

Noninterest expense

    26,152       25,635       24,432       24,299       23,383  

Income taxes

    3,952       4,740       5,178       5,317       5,245  

Net income

    14,942       15,833       16,914       17,790       17,747  
                                         

Per Share Data:

                                       

Basic net income

    2.15       2.28       2.43       2.56       2.56  

Diluted net income

    2.15       2.28       2.43       2.55       2.55  

Cash dividends declared

    1.16       1.14       1.13       1.12       1.10  

Book value

    25.62       24.74       23.93       21.00       21.60  
                                         

Selected Balance Sheet Data at End of Year:

                                       

Loans, net of unearned income and deferred fees and costs, and the allowance for loan losses

    639,452       610,711       597,203       587,463       583,813  

Total securities

    440,409       389,288       385,385       347,109       350,117  

Total assets

    1,233,942       1,203,519       1,158,798       1,114,561       1,107,964  

Total deposits

    1,043,442       1,018,859       982,428       960,036       946,766  

Stockholders’ equity

    178,263       172,114       166,303       145,892       150,109  
                                         

Selected Balance Sheet Daily Averages:

                                       

Loans, net of unearned income and deferred fees and costs, and the allowance for loan losses

    613,366       611,554       584,857       577,746       579,817  

Total securities

    420,915       379,805       361,028       362,334       337,545  

Total assets

    1,206,745       1,155,594       1,120,848       1,090,703       1,080,351  

Total deposits

    1,013,787       976,597       957,684       933,482       925,986  

Stockholders’ equity

    180,047       171,732       157,832       149,491       147,812  
                                         

Selected Ratios:

                                       

Return on average assets

    1.24

%

    1.37

%

    1.51

%

    1.63

%

    1.64

%

Return on average equity

    8.30

%

    9.22

%

    10.72

%

    11.90

%

    12.01

%

Dividend payout ratio

    54.02

%

    50.09

%

    46.43

%

    43.74

%

    43.04

%

Average equity to average assets

    14.92

%

    14.86

%

    14.08

%

    13.71

%

    13.68

%

Efficiency ratio(1)

    52.17

%

    49.41

%

    47.08

%

    45.99

%

    43.77

%

 

 

(1)

The efficiency ratio is calculated by dividing noninterest expense by noninterest income and net interest income on a fully taxable equivalent basis.

 

16

 

 

Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations

$ in thousands, except per share data

 

The purpose of this discussion and analysis is to provide information about the results of operations, financial condition, liquidity and capital resources of National Bankshares, Inc. and its subsidiaries (the “Company”). The discussion should be read in conjunction with the material presented in Item 8, “Financial Statements and Supplementary Data,” of this Form 10-K.

Subsequent events have been considered through the date on which the Form 10-K was issued.

 

Cautionary Statement Regarding Forward-Looking Statements

 

We make forward-looking statements in this Form 10-K that are subject to significant risks and uncertainties.  These forward-looking statements include statements regarding our profitability, liquidity, allowance for loan losses, interest rate sensitivity, market risk, growth strategy, and financial and other goals, and are based upon our management’s views and assumptions as of the date of this report.  The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends,” or other similar words or terms are intended to identify forward-looking statements.

These forward-looking statements are based upon or are affected by factors that could cause our actual results to differ materially from historical results or from any results expressed or implied by such forward-looking statements. These factors include, but are not limited to, changes in:

 

interest rates,

 

general economic conditions,

 

the legislative/regulatory climate,

 

monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury, the Office of the Comptroller of the Currency, the Federal Reserve Board and the Federal Deposit Insurance Corporation, and the impact of any policies or programs implemented pursuant to the Emergency Economic Stabilization Act of 2008 (“EESA”) the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and other financial reform legislation,

 

unanticipated increases in the level of unemployment in the Company’s trade area,

 

the quality or composition of the loan and/or investment portfolios,

 

demand for loan products,

 

deposit flows,

 

competition,

 

demand for financial services in the Company’s trade area,

 

the real estate market in the Company’s trade area,

 

the Company’s technology initiatives, and

 

applicable accounting principles, policies and guidelines.

These risks and uncertainties should be considered in evaluating the forward-looking statements contained in this report. We caution readers not to place undue reliance on those statements, which speak only as of the date of this report. This discussion and analysis should be read in conjunction with the description of our “Risk Factors” in Item 1A. of this Form 10-K.

If the national economy or the Company’s market area experience a downturn, it is likely that unemployment will rise and that other economic indicators will negatively impact the Company’s trade area. Because of the importance to the Company’s markets of state-funded universities, cutbacks in the funding provided by the State could also negatively impact employment. This could lead to a higher rate of delinquent loans and a greater number of real estate foreclosures. Higher unemployment and the fear of layoffs causes reduced consumer demand for goods and services, which negatively impacts the Company’s business and professional customers. An economic downturn could have an adverse effect on all financial institutions, including the Company.

 

Cyber Security Risks and Incidents

 

The Company experienced two intrusions to its digital systems, one in May 2016 and one in January 2017. Hackers and related organized criminal groups obtained unauthorized access to certain customer accounts. The attacks disabled certain systems protections, including limits on the number, amount, and frequency of ATM withdrawals. The attacks resulted in the theft of funds disbursed through ATMs. In the May 2016 attack, hackers accessed customer funds and in the January 2017 intrusion, the hackers artificially inflated account balances and did not access customer funds. The Company notified all affected customers, and restored all funds so that no customer experienced a loss.

The Company retained a nationally recognized firm to investigate and remediate the May 2016 intrusion and to provide the Company with recommendations concerning its systems and procedures, which the Company adopted and implemented. The January 2017 intrusion is still under investigation, and a separate independent nationally recognized firm has been retained to conduct this investigation.

 

17

 

 

The financial impact of the attacks include the amount of the theft, as well as costs of investigation and remediation and any associated litigation. The theft of funds totaled $570 in the May 2016 attack and $1,838 in the January 2017 attack. The Company has insurance coverage for cyber-attack incidents. The extent to which the insurance will cover the Company’s loss has not yet been determined, due to the ongoing investigation of the January intrusion and the claims process which is underway for both events. The costs of litigation for both attacks and the cost of investigation and remediation for the January 2017 attack cannot yet be reasonably or accurately estimated. As of December 31, 2016, the Company has appropriately accounted for the May 2016 breach.

We rely on a multi-faceted approach to limit the risk and impact of unauthorized access to customer accounts and to information relevant to customer accounts. We use digital technology safeguards, internal policies and procedures, and employee training to reduce the exposure of our systems to cyber-intrusions. However, it is not possible to fully eliminate exposure. The potential for financial and reputational losses due to cyber-breaches is increased by the possibility of human error, unknown system susceptibilities, and the rising sophistication of cyber-criminals to attack systems, disable safeguards and gain access to accounts and related information. The company has adopted new protections and invested additional resources to increase its security.

 

Critical Accounting Policies

 

General

 

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP). The financial information contained within our statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained when earning income, recognizing an expense, recovering an asset or relieving a liability. Although the economics of the Company’s transactions may not change, the timing of events that would impact the transactions could change.

 

Allowance for Loan Losses

 

The allowance for loan losses is an estimate of probable losses inherent in our loan portfolio. The allowance is funded by the provision for loan losses, reduced by charge-offs of loans and increased by recoveries of previously charged-off loans. The determination of the allowance is based on two accounting principles, Accounting Standards Codification (“ASC”) Topic 450-20 (Contingencies) which requires that losses be accrued when occurrence is probable and the amount of the loss is reasonably estimable, and ASC Topic 310-10 (Receivables) which requires accrual of losses on impaired loans if the recorded investment exceeds fair value.

Probable losses are accrued through two calculations, individual evaluation of impaired loans and collective evaluation of the remainder of the portfolio. Impaired loans are larger non-homogeneous loans for which there is a probability that collection will not occur according to the loan terms, as well as loans whose terms have been modified in a troubled debt restructuring. Impaired loans that are not TDR’s with an estimated impairment loss are placed on nonaccrual status. TDR’s with an impairment loss may accrue interest if they have demonstrated six months of timely payment performance.

 

Impaired loans

Impaired loans are identified through the Company’s credit risk rating process. Estimated loss for an impaired loan is the amount of recorded investment that exceeds the loan’s fair value. Fair value of an impaired loan is measured by one of three methods: the fair value of collateral (“collateral method”), the present value of future cash flows (“cash flow method”), or observable market price. The Company applies the collateral method to collateral-dependent loans, loans for which foreclosure is eminent and to loans for which the fair value of collateral is a more reliable estimate of fair value. The cash flow method is applied to loans that are not collateral dependent and for which cash flows may be estimated.

The Company bases collateral method fair valuation upon the “as-is” value of independent appraisals or evaluations. Valuations for impaired loans with outstanding principal balances of $250 or more are based on a current appraisal. Appraisals are also used to value impaired loans with principal balances of $100 or greater and secured by one piece of collateral. Collateral-method impaired loans with principal balances below $100, or if secured by multiple pieces of collateral, below $250, are valued using an internal evaluation.

Appraisals and internal valuations provide an estimate of market value. Appraisals must conform to the Uniform Standards of Professional Appraisal Practice (“USPAP”) and are prepared by an independent third-party appraiser who is certified and licensed and who is approved by the Company. Appraisals incorporate market analysis, comparable sales analysis, cash flow analysis and market data pertinent to the property to determine market value.

Internal evaluations are prepared and reviewed by employees of the Company who are independent of the loan origination, operation, management and collection functions. Evaluations provide a property’s market value based on the property’s current physical condition and characteristics and the economic market conditions that affect the collateral’s market value. Evaluations incorporate multiple sources of data to arrive at a property’s market value, including physical inspection, tax values, independent third-party automated tools, comparable sales analysis and local market information.

Updated appraisals or evaluations are ordered when the loan becomes impaired if the appraisal or evaluation on file is more than twelve months old. Appraisals and evaluations are reviewed for propriety and reasonableness and may be discounted if the Company determines that the value exceeds reasonable levels. If an updated appraisal or evaluation has been ordered but has not been received by a reporting date, the fair value may be based on the most recent available appraisal or evaluation, discounted for age.

 

18

 

 

The appraisal or evaluation value for a collateral-dependent loan for which recovery is expected solely from the sale of collateral is reduced by estimated selling costs. Estimated losses on collateral-dependent loans, as well as any other impairment loss considered uncollectible, are charged against the allowance for loan losses. For loans that are not collateral dependent and that are not considered uncollectible, the impairment loss is accrued in the allowance. Impaired loans with partial charge-offs are maintained as impaired until the remaining balance is satisfied. Smaller homogeneous impaired loans that are not troubled debt restructurings and are not part of a larger impaired relationship are collectively evaluated.

Troubled debt restructurings are impaired loans and are measured for impairment under the same valuation methods as other impaired loans. Troubled debt restructurings are maintained in nonaccrual status until the loan has demonstrated reasonable assurance of repayment with at least six months of consecutive timely payment performance.

 

Collectively-evaluated loans

Non-impaired loans and smaller homogeneous impaired loans that are not troubled debt restructurings and not part of a larger impaired relationship are grouped by portfolio segments. Portfolio segments are further divided into smaller loan classes. Loans within a segment or class have similar risk characteristics.

Probable loss is determined by applying historical net charge-off rates as well as additional percentages for trends and current levels of quantitative and qualitative factors. Loss rates are calculated for and applied to individual classes by averaging loss rates over the most recent 8 quarters. The look-back period of 8 quarters is applied consistently among all classes.

Two loss rates for each class are calculated: total net charge-offs for the class as a percentage of average class loan balance (“class loss rate”), and total net charge-offs for the class as a percentage of average classified loans in the class (“classified loss rate”). Classified loans are those with risk ratings that indicate credit quality is “substandard”, “doubtful” or “loss”. Net charge-offs in both calculations include charge-offs and recoveries of classified and non-classified loans as well as those associated with impaired loans. Class historical loss rates are applied to collectively-evaluated non-classified loan balances, and classified historical loss rates are applied to collectively-evaluated classified loan balances.

Qualitative factors are evaluated and allocations are applied to each class. Qualitative factors include delinquency rates, loan quality and concentrations, loan officers’ experience, changes in lending policies and changes in the loan review process. Economic factors such as unemployment rates, bankruptcy rates and others are also evaluated, with standard allocations applied consistently to relevant classes.

The Company accrues additional allocations for criticized loans within each class and for loans designated high risk. Criticized loans include classified loans as well as loans rated “special mention”. Loans rated special mention indicate weakened credit quality but to a lesser degree than classified loans. High risk loans are defined as junior lien mortgages, loans with high loan-to-value ratios and loans with terms that require interest only payments. Both criticized loans and high risk loans are included in the base risk analysis for each class and are allocated additional reserves.

 

Estimation of the allowance for loan losses

The estimation of the allowance involves analysis of internal and external variables, methodologies, assumptions and our judgment and experience. Key judgments used in determining the allowance for loan losses include internal risk rating determinations, market and collateral values, discount rates, loss rates, and our view of current economic conditions. These judgments are inherently subjective and our actual losses could be greater or less than the estimate. Future estimates of the allowance could increase or decrease based on changes in the financial condition of individual borrowers, concentrations of various types of loans, economic conditions or the markets in which collateral may be sold. The estimate of the allowance accrual determines the amount of provision expense and directly affects our financial results.

The estimate of the allowance for December 31, 2016 considered market and portfolio conditions during 2016 as well as the levels of delinquencies and net charge-offs in the eight quarters prior to the quarter ended December 31, 2016. If the economy experiences a downturn, the ultimate amount of loss could vary from that estimate. For additional discussion of the allowance, see Note 4 to the consolidated financial statements and “Asset Quality,” and “Provision and Allowance for Loan Losses.”

 

Goodwill and Core Deposit Intangibles

 

Goodwill is subject to at least an annual assessment for impairment by applying a fair value based test. The Company performs impairment testing in the fourth quarter of each year. The Company’s most recent impairment test was performed in the fourth quarter of 2016. Accounting guidance provides the option of performing preliminary assessment of qualitative factors before performing more substantial testing for impairment. The Company opted not to perform the preliminary assessment. The Company’s goodwill impairment analysis considered three valuation techniques appropriate to the measurement. The first technique uses the Company’s market capitalization as an estimate of fair value; the second technique estimates fair value using current market pricing multiples for companies comparable to the Company; while the third technique uses current market pricing multiples for change-of-control transactions involving companies comparable to the Company. Each measure indicated that the Company’s fair value exceeded its book value, validating that goodwill is not impaired.

 

19

 

 

Certain key judgments were used in the valuation measurement. Goodwill is held by the Company’s bank subsidiary. The bank subsidiary is 100% owned by the Company, and no market capitalization is available. Because most of the Company’s assets are comprised of the subsidiary bank’s equity, the Company’s market capitalization was used to estimate the Bank’s market capitalization. Other judgments include the assumption that the companies and transactions used as comparables for the second and third technique were appropriate to the estimate of the Company’s fair value, and that the comparable multiples are appropriate indicators of fair value, and compliant with accounting guidance.

Acquired intangible assets (such as core deposit intangibles) are recognized separately from goodwill if the benefit of the asset can be sold, transferred, licensed, rented, or exchanged, and amortized over its useful life. The Company amortizes intangible assets arising from branch transactions over their useful life. Core deposit intangibles are subject to a recoverability test based on undiscounted cash flows, and to the impairment recognition and measurement provisions required for other long-lived assets held and used. The impairment testing showed that the expected cash flows of the intangible assets exceeded the carrying value.

 

Other Real Estate Owned (“OREO”)

 

Real estate acquired through, or in lieu of, foreclosure is held for sale and is stated at fair value of the property, less estimated disposal costs, if any. Any excess of cost over the fair value less costs to sell at the time of acquisition is charged to the allowance for loan losses. The fair value is reviewed periodically by management and any write-downs are charged against current earnings. Accounting policy and treatment is consistent with accounting for impaired loans described above.

 

Pension Plan

 

The Company’s actuary determines plan obligations and annual pension expense using a number of key assumptions. Key assumptions may include the discount rate, the estimated return on plan assets and the anticipated rate of compensation increases. Changes in these assumptions in the future, if any, or in the method under which benefits are calculated may impact pension assets, liabilities or expense.

 

Other Than Temporary Impairment of Securities (“OTTI”)

 

Impairment of securities occurs when the fair value of a security is less than its amortized cost. For debt securities, impairment is considered other-than-temporary and recognized in its entirety in net income if either (i) the Company intends to sell the security or (ii) it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If, however, the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery, the Company must determine what portion of the impairment is attributable to a credit loss, which occurs when the amortized cost basis of the security exceeds the present value of the cash flows expected to be collected from the security. If there is no credit loss, there is no other-than-temporary impairment. If there is a credit loss, other-than-temporary impairment exists, and the credit loss must be recognized in net income and the remaining portion of impairment must be recognized in other comprehensive income (loss). For equity securities, impairment is considered to be other-than-temporary based on the Company’s ability and intent to hold the investment until a recovery of fair value. Other-than-temporary impairment of an equity security results in a write-down that must be included in net income. The Company regularly reviews each investment security for other-than-temporary impairment based on criteria that include the extent to which cost exceeds market price, the duration of that market decline, the financial health of and specific prospects for the issuer, the Company’s best estimate of the present value of cash flows expected to be collected from debt securities, the Company’s intention with regard to holding the security to maturity and the likelihood that the Company would be required to sell the security before recovery.

 

Overview

 

National Bankshares, Inc. is a financial holding company incorporated under the laws of Virginia. Located in southwest Virginia, NBI has two wholly-owned subsidiaries, the National Bank of Blacksburg and National Bankshares Financial Services, Inc. The National Bank of Blacksburg (“NBB”), which does business as National Bank from twenty-six office locations and one loan production office, is a community bank. NBB is the source of nearly all of the Company’s revenue. National Bankshares Financial Services, Inc. (“NBFS”) does business as National Bankshares Investment Services and National Bankshares Insurance Services. Income from NBFS is not significant at this time, nor is it expected to be so in the near future.

National Bankshares, Inc. common stock is listed on the NASDAQ Capital Market and is traded under the symbol “NKSH.” National Bankshares, Inc. has been included in the Russell Investments Russell 3000 and Russell 2000 Indexes since June 29, 2009.

 

Performance Summary

 

The following table presents NBI’s key performance ratios for the years ending December 31, 2016 and December 31, 2015:

 

   

12/31/16

   

12/31/15

 

Return on average assets

    1.24

%

    1.37

%

Return on average equity

    8.30

%

    9.22

%

Basic net earnings per common share

  $ 2.15     $ 2.28  

Fully diluted net earnings per common share

  $ 2.15     $ 2.28  

Net interest margin (1)

    3.51

%

    3.86

%

Noninterest margin (2)

    1.36

%

    1.40

%

 

 

(1)

Net Interest Margin – Year-to-date tax equivalent net interest income divided by year-to-date average earning assets.

 

(2)

Noninterest Margin – Noninterest expense (excluding the provision for bad debts and income taxes) less noninterest income (excluding securities gains and losses) divided by average year-to-date assets.

 

The return on average assets for the year ended December 31, 2016 was 1.24%, a decrease from 1.37% for the year ended December 31, 2015. The return on average equity decreased from 9.22% for the year ended December 31, 2015 to 8.30% for the year ended December 31, 2016.

Reflecting both the effects of the low interest rate environment throughout 2016 on NBI’s yields and funding costs and the Company’s asset/liability management practices, the net interest margin decreased from 3.86% at year-end 2015 to 3.51% at December 31, 2016.

The noninterest margin improved from 1.40% to 1.36% over the same period, while      basic net earnings per common share decreased from $2.28 for the year ended December 31, 2015 to $2.15 for the year ended December 31, 2016.

20

 

Growth

 

NBI’s key growth indicators are shown in the following table:

 

   

12/31/16

   

12/31/15

 

Securities

  $ 440,409     $ 389,288  

Loans, net of unearned income and deferred fees and costs, and the allowance for loan losses

    639,452       610,711  

Deposits

    1,043,442       1,018,859  

Total assets

    1,233,942       1,203,519  

 

 

Total assets experienced growth in 2016, funded by increases in customer deposits. Customer deposits grew $24,583 or 2.41% from December 31, 2015, with increases mainly from municipal deposits and individuals seeking to safeguard principal by avoiding more volatile investments in financial markets. The liquidity provided by customer deposits supported growth in loans of $28,741 or 4.71%. Securities increased by $51,121 or 13.13%.

In both 2016 and 2015, the Company’s growth was internally generated and was not the result of acquisitions or other borrowings.

 

Asset Quality

 

Key indicators of NBI’s asset quality are presented in the following table:

 

   

12/31/16

   

12/31/15

 

Nonperforming loans(1)

  $ 5,855     $ 6,682  

Loans past due 90 days or more and accruing

    63       156  

Other real estate owned

    3,156       4,165  

Allowance for loan losses to loans(2)

    1.28

%

    1.34

%

Net charge-off ratio

    0.26

%

    0.32

%

 

 

(1)

Nonperforming loans include nonaccrual loans plus restructured loans in nonaccrual status. Accruing restructured loans are not included.

 

(2)

Loans are net of unearned income and deferred fees and costs.

 

The Company monitors asset quality indicators in managing credit risk and in determining the allowance and provision for loan losses. At December 31, 2016, nonperforming loans were $5,855 or 0.90% of loans net of unearned income and deferred fees and costs. This compares to $6,682 and 1.08% at December 31, 2015. Loans past due 90 days or more and still accruing at year-end 2016 totaled $63, a decrease of $93 or 59.62%, from $156 at December 31, 2015. The net charge-off ratio decreased from 0.32% for the year ended December 31, 2015 to 0.26% for the year ended December 31, 2016, while other real estate owned decreased $1,009 for the same period.

The Company’s risk analysis determined an allowance for loan losses of $8,300 at December 31, 2016, resulting in a provision for the year of $1,650. This compares with an allowance for loan losses of $8,297 as of December 31, 2015, and a provision of $2,009 for the year ended December 31, 2015. The ratio of the allowance for loan losses to loans decreased to 1.28%, from 1.34% at December 31, 2015. The methodology for determining the allowance for loan losses relies on historical charge-off trends, modified by trends in nonperforming loans and economic indicators. More information about the level and calculation methodology of the allowance for loan losses is provided in “Provision and Allowance for Loan Losses”, “Balance Sheet – Loans – Risk Elements,” “Balance Sheet – Loans – Troubled Debt Restructurings,” as well as Notes 1 and 5 to the financial statements.

Sufficient resources have been dedicated to working out problem assets, and exposure to loss is somewhat mitigated because most of the nonperforming loans are collateralized. More information about nonaccrual and past due loans is provided in “Balance Sheet – Loans – Risk Elements” and Note 5 to the financial statements. The Company continues to monitor risk levels within the loan portfolio and expects that any further increase in the allowance for loan losses would be the result of the refinement of loss estimates and would not dramatically affect net income.

 

Net Interest Income

 

Net interest income for the year ended December 31, 2016 was $36,764, a decrease of $1,967, or 5.08%, when compared to the prior year. The net interest margin for 2016 was 3.51%, compared to 3.86% for 2015. Total interest income for the period ended December 31, 2016 was $40,930, a decrease of $1,984 from the period ended December 31, 2015. Interest expense declined by $17 during the same time frame, from $4,183 for the year ended December 31, 2015 to $4,166 for the year ended December 31, 2016. The decline in interest expense came about in part because higher priced certificates of deposit renewed at lower interest rates. In addition, low-rate interest-bearing deposits volume increased substantially. Please refer to the section titled “Analysis of Changes In Interest Income and Interest Expense” for further information related to rate and volume changes.

The amount of net interest income earned is affected by various factors, including changes in market interest rates due to the Federal Reserve Board’s monetary policy, the level and composition of the earning assets, and the composition of interest-bearing liabilities. The Company has the ability to respond over time to interest rate movements and reduce volatility in the net interest margin. However, the frequency and/or magnitude of changes in market interest rates are difficult to predict and may have a greater impact on net interest income than adjustments by management.

The Federal Reserve increased its target federal funds rate by 25 basis points in December 2015, which positively affected the yield on the Company’s interest-bearing deposits in other banks for 2016. The yield on interest-bearing deposits increased from 0.26% for 2015 to 0.52% for 2016. The Federal Reserve increased the target fed funds rate by another 25 basis points in December 2016 and the Company expects some benefit in 2017. However, the interest rate environment during 2016 is still considered to be relatively low. In 2016 the Company experienced a large number of calls on higher-yielding securities that were replaced with securities at lower market rates.

 

21

 

 

The primary source of funds used to support the Company’s interest-earning assets is deposits. Deposits are obtained in the Company’s trade area through traditional marketing techniques. Other funding sources, such as the Federal Home Loan Bank, while available, are only used occasionally. The cost of funds is dependent on interest rate levels and competitive factors. This limits the ability of the Company to react to interest rate movements.     

Federal Reserve policies and market forces influence the Company’s net interest margin. Because interest rates continue at relatively low levels, the Company expects that interest rates will likely increase in the future. The Company anticipates that any rate increases will have a positive impact on the Company’s future net interest income. Management cannot predict the timing and level of interest rate movements.

 

Analysis of Net Interest Earnings

 

The following table shows the major categories of interest-earning assets and interest-bearing liabilities, the interest earned or paid, the average yield or rate on the daily average balance outstanding, net interest income and net yield on average interest-earning assets for the years indicated.

 

   

December 31, 2016

   

December 31, 2015

   

December 31, 2014

 
   


Average
Balance

   



Interest

   

Average
Yield/
Rate

   


Average
Balance

   



Interest

   

Average
Yield/
Rate

   


Average
Balance

   



Interest

   

Average
Yield/
Rate

 

Interest-earning assets:

                                                                       

Loans, net of unearned income and deferred fees and costs (1)(2)(3)(4)

  $ 622,239     $ 29,993       4.82

%

  $ 620,547     $ 31,122       5.02

%

  $ 593,327     $ 31,592       5.32

%

Taxable securities(5)

    280,842       5,910       2.10

%

    234,398       6,776       2.89

%

    215,872       6,798       3.15

%

Nontaxable securities (1)(5)

    139,429       7,932       5.69

%

    147,895       8,425       5.70

%

    157,421       9,018       5.73

%

Interest-bearing deposits

    102,819       532       0.52

%

    96,677       254       0.26

%

    103,320       262       0.25

%

Total interest-earning assets

  $ 1,145,329     $ 44,367       3.87

%

  $ 1,099,517     $ 46,577       4.24

%

  $ 1,069,940     $ 47,670       4.46

%

Interest-bearing liabilities:

                                                                       

Interest-bearing demand deposits

  $ 568,916     $ 3,144       0.55

%

  $ 526,682     $ 2,916       0.55

%

  $ 501,956     $ 3,385       0.67

%

Savings deposits

    94,226       34       0.04

%

    85,940       34       0.04

%

    78,778       35       0.04

%

Time deposits

    180,301       988       0.55

%

    204,146       1,233       0.60

%

    230,418       1,479       0.64

%

Total interest-bearing liabilities

  $ 843,443     $ 4,166       0.49

%

  $ 816,768     $ 4,183       0.51

%

  $ 811,152     $ 4,899       0.60

%

Net interest income(1) and interest rate spread

          $ 40,201       3.38

%

          $ 42,394       3.73

%

          $ 42,771       3.86

%

Net yield on average interest-earning assets

                    3.51

%

                    3.86

%

                    4.00

%

 

 

(1)

Interest on nontaxable loans and securities is computed on a fully taxable equivalent basis using a Federal income tax rate of 0.35% in the three years presented.

 

(2)

Loan fees of $360 in 2016, $448 in 2015 and $407 in 2014 are included in total interest income.

 

(3)

Nonaccrual loans are included in average balances for yield computations.

  (4) Includes loans held for sale.
 

(5)

Daily averages are shown at amortized cost.

 

 

22

 

 

The following table reconciles net interest income on a fully-taxable equivalent basis to net interest income on a GAAP basis.

 

   

December 31,

 
   

2016

   

2015

   

2014

 

Net interest income, fully taxable equivalent basis

  $ 40,201     $ 42,394     $ 42,771  

Less: taxable equivalent adjustment

    (3,437

)

    (3,663

)

    (3,726

)

Net interest income

  $ 36,764     $ 38,731     $ 39,045  

 

Analysis of Changes in Interest Income and Interest Expense

 

The Company’s primary source of revenue is net interest income, which is the difference between the interest and fees earned on loans and investments and the interest paid on deposits and other funds. The Company’s net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities and by changes in yields earned on interest-earning assets and rates paid on interest-bearing liabilities. The following table sets forth, for the years indicated, a summary of the changes in interest income and interest expense resulting from changes in average asset and liability balances (volume) and changes in average interest rates (rate).

 

   

2016 Over 2015

   

2015 Over 2014

 
   

Changes Due To

           

Changes Due To

         
   


Rates(2)

   


Volume(2)

   

Net Dollar
Change

   


Rates(2)

   


Volume(2)

   

Net Dollar Change

 

Interest income: (1)

                                               

Loans

  $ (1,214

)

  $ 85     $ (1,129

)

  $ (1,882

)

  $ 1,412     $ (470

)

Taxable securities

    (2,055

)

    1,189       (866

)

    (581

)

    559       (22

)

Nontaxable securities

    (11

)

    (482

)

    (493

)

    (50

)

    (543

)

    (593

)

Interest-bearing deposits

    261       17       278       9       (17

)

    (8

)

Increase (decrease) in income on interest-earning assets

  $ (3,019

)

  $ 809     $ (2,210

)

  $ (2,504

)

  $ 1,411     $ (1,093

)

Interest expense:

                                               

Interest-bearing demand deposits

  $ (5

)

  $ 233     $ 228     $ (630

)

  $ 161     $ (469

)

Savings deposits

    (3

)

    3       ---       (4

)

    3       (1

)

Time deposits

    (108

)

    (137

)

    (245

)

    (84

)

    (162

)

    (246

)

Increase (decrease) in expense of interest-bearing liabilities

  $ (116

)

  $ 99     $ (17

)

  $ (718

)

  $ 2     $ (716

)

Increase (decrease) in net interest income

  $ (2,903

)

  $ 710     $ (2,193

)

  $ (1,786

)

  $ 1,409     $ (377

)

 

 

(1)

Taxable equivalent basis using a Federal income tax rate of 35% in 2016, 2015 and 2014.

  (2) Variances caused by the change in rate times the change in volume have been allocated to rate and volume changes proportional to the relationship of the absolute dollar amounts of the change in each.

 

Total interest expense declined by $17, while interest income on a taxable-equivalent basis decreased $2,210, resulting in a decrease of $2,193 in taxable-equivalent net interest income when 2016 and 2015 are compared. Declining rates impacted net interest income by $2,903, offset by increases due to favorable changes in volume of $710.

Lower interest rates led to a decline of $1,214 in interest income from loans. The average balance of loans increased from $620,547 in 2015 to $622,239 in 2016, causing an increase in interest income of $85.

Interest income on taxable securities decreased $2,055 due to rates, offset by an increase of $1,189 due to average volume, for a net decrease of $866 compared to 2015. Interest on non-taxable securities on a fully-taxable equivalent basis declined $11 due to rates and $482 due to volume. The continued low interest rate environment resulted in a large number of called securities during 2016 and reduced the opportunity to reinvest the proceeds in securities with more attractive yields. Because of low yields in the securities markets and a highly competitive loan environment, the Company priced deposits accordingly.

Interest on time deposits declined $245 from 2015 to 2016, with a decline of $108 due to rates and $137 due to decreased volume. See “Net Interest Income” for additional information related to the decline in interest expense.

The low interest rate environment was also present in 2015 and 2014. As compared with 2014, there was a $246 decline in interest expense associated with time deposits in 2015. Of the total decline, $84 was due to rates, and $162 stemmed from lower deposit volume. Management focused on deposit pricing and took advantage of falling rates to lower interest expense.

 

23

 

 

From 2014 to 2015 interest on loans decreased by $470. Reduced rates contributed $1,882 to the decline, partially offset by an increase of $1,412 due to increased volume. As compared with 2014, there was a decrease of $377 in net interest income in 2015, with an increase due to volume of $1,409, offset by declines due to rate of $1,786.

 

Interest Rate Sensitivity

 

The Company considers interest rate risk to be a significant risk and has systems in place to measure the exposure of net interest income and fair market values to movement in interest rates. Among the tools available to management is interest rate sensitivity analysis, which provides information related to repricing opportunities. Interest rate shock simulations indicate potential economic loss due to future interest rate changes. Shock analysis is a test that measures the effect of a hypothetical, immediate and parallel shift in interest rates. The following table shows the results of a rate shock and the effects on the return on average assets and the return on average equity projected at December 31, 2016 and 2015. For purposes of this analysis, noninterest income and expenses are assumed to be flat.

 

Rate Shift (bp)

Return on Average Assets

   

Return on Average Equity

 
 

2016

   

2015

   

2016

   

2015

 
300 1.23

%

  1.57

%

  8.37

%

  10.54

%

200 1.24

%

  1.54

%

  8.42

%

  10.37

%

100 1.24

%

  1.51

%

  8.45

%

  10.20

%

(-)100 1.13

%

  1.36

%

  7.70

%

  9.18

%

(-)200 1.05

%

  1.32

%

  7.20

%

  8.91

%

(-)300 1.12

%

  1.34

%

  7.57

%

  9.05

%

 

Simulation analysis is another tool available to the Company to test asset and liability management strategies under rising and falling rate conditions. As a part of the simulation process, certain estimates and assumptions must be made. These include, but are not limited to, asset growth, the mix of assets and liabilities, rate environment and local and national economic conditions. Asset growth and the mix of assets can, to a degree, be influenced by management. Other areas, such as the rate environment and economic factors, cannot be controlled. In addition, competitive pressures can make it difficult to price deposits and loans in a manner that optimally minimizes interest rate risk. Therefore, actual results may vary materially from any particular forecast or shock analysis. This shortcoming is offset somewhat by the periodic reforecasting of the balance sheet to reflect current trends and economic conditions. Shock analysis must also be updated periodically as a part of the asset and liability management process.

 

Noninterest Income

 

   

Year Ended

 
   

December 31, 2016

   

December 31, 2015

   

December 31, 2014

 

Service charges on deposits

  $ 2,458     $ 2,250     $ 2,434  

Other service charges and fees

    212       215       187  

Credit card fees

    3,798       3,861       3,631  

Trust fees

    1,346       1,229       1,213  

Bank-owned life insurance income

    597       603       616  

Other income

    1,289       1,295       1,037  

Realized securities gains

    232       33       2  

Total noninterest income

  $ 9,932     $ 9,486     $ 9,120  

 

Service charges on deposit accounts totaled $2,458 for the year ended December 31, 2016. This is an increase of $208, or 9.24%, from $2,250 for the year ended December 31, 2015. Service charges on deposit accounts decreased $184, or 7.56%, from 2014 to 2015. This income category is affected by the number of deposit accounts, the level of service charges and the number of checking account overdrafts. The 2016 increase resulted primarily from an increase of $224 in non-sufficient funds and overdraft fees due to implementation of a new overdraft privilege program. The 2015 decline resulted primarily from a decrease of $186 non-sufficient funds and overdraft fees due to a decline in volume.

Other service charges and fees include charges for official checks, income from the sale of checks to customers, safe deposit box rent, fees from letters of credit and income from commissions on the sale of credit life, accident and health insurance. These fees were $212 for the year ended December 31, 2016, a decrease of $3, or 1.40%, from the $215 for 2015. The total for the year ended December 31, 2015 was $28 above the $187 posted for the year ended December 31, 2014. The change from 2014 to 2015 is primarily due to improved check sales.

Credit card fees for the year ended December 31, 2016, were $63 below the $3,861 reported for the year ended December 31, 2015. From 2014 to 2015, credit card fees increased $230, or 6.33%. Credit card fees are dependent on the volume of transactions.

 

24

 

 

Trust fees at $1,346 increased by $117 or 9.52% when the years ended December 31, 2016 and 2015 are compared. For the year ended December 31, 2015 trust fees were $1,229, an increase of $16, or 1.32%, from 2014. Trust fees are generated from a number of different types of accounts, including estates, personal trusts, employee benefit trusts, investment management accounts, attorney-in-fact accounts and guardianships. Trust income varies depending on the number and type of accounts under management and financial market conditions. The mix of account types also affected the level of trust fees in 2015 and 2016.

Noninterest income from bank-owned life insurance (BOLI) decreased, from $603 for the year ended December 31, 2015 to $597 for 2016. BOLI income for the year ended December 31, 2014 was $616. Income from bank-owned life insurance was affected by the performance of the variable rate policies, which has not varied significantly.

Other income is income from smaller balance accounts that cannot be classified in another category. Some examples include gains on mortgage loans sold, net gains from the sale of fixed assets and revenue from investment and insurance sales. Other income for 2016 was $1,289, a slight decrease of $6, or 0.46%, when compared with $1,295 for the year ended December 31, 2015. The increase from 2014 to 2015 stemmed primarily from an increase in gains on mortgage loans sold of $114 and a vendor signing incentive of $100.

Realized securities net gains for the three years presented were associated with called securities. The Company did not sell any securities in 2016, 2015 or 2014.

 

Noninterest Expense

 

   

Year Ended

 
   

December 31, 2016

   

December 31, 2015

   

December 31, 2014

 

Salaries and employee benefits

  $ 12,792     $ 12,522     $ 11,606  

Occupancy, furniture and fixtures

    1,849       1,743       1,703  

Data processing and ATM

    2,186       1,657       1,650  

FDIC assessment

    476       546       533  

Credit card processing

    2,782       2,692       2,593  

Intangibles amortization

    257       999       1,075  

Net costs of other real estate owned

    472       608       369  

Franchise taxes

    1,296       1,288       1,182  

Other operating expenses

    4,042       3,580       3,721  

Total noninterest expense

  $ 26,152     $ 25,635     $ 24,432  

 

Salary and benefits expense increased $270, or 2.16%, from $12,522 for the year ended December 31, 2015 to $12,792 for 2016. Salary and benefits expense was favorably affected by a $680 reduction in fringe benefits, including a $363 reduction in expense associated with the health insurance reserve. The Company participates in a “self-funded” insurance plan and reserves amounts based on employee health insurance usage and calculated projections. Salary and benefits expense was also favorably affected by a reduction of $171 in BOLI and salary continuation expenses. The reductions were offset by an increase of $695 or 7.70% in employee salaries, which were the result of normal staffing and compensation decisions, and an increase in pension expense of $424. Salary and benefits expense increased $916, or 7.89%, from $11,606 for the year ended December 31, 2014 to $12,522 for 2015. From 2014 to 2015, employee salaries increased $230 or 2.62%, which were the result of normal staffing and compensation decisions. The remaining portion of the increase from 2014 to 2015 stemmed primarily from fringe benefits and other compensation expense. Fringe benefits expense increased $168 from 2014 to 2015. Other compensation expenses, including pension expense, employee stock ownership expense and salary continuation expense increased $449 from 2014 to 2015.

Occupancy, furniture and fixtures expense was $1,849 for the year ended December 31, 2016, an increase of $106, or 6.08%, from the prior year. The increase stemmed from upgrades in security equipment, higher lease expense and building maintenance. The 2015 total was $1,743, an increase of $40, or 2.35%, from the $1,703 reported at year-end 2014. The small increases in 2016 and 2015 are reflective of the Company’s emphasis on containing controllable expenses.

Data processing and ATM expense was $2,186 in 2016, $1,657 in 2015 and $1,650 in 2014. The increase of $529 or 31.93% from 2015 to 2016 was due to increased maintenance expense associated with infrastructure upgrades. Data processing and ATM expense in 2014 benefitted from infrastructure upgrades performed in 2014.

When the years ended December 31, 2016 and December 31, 2015 are compared, the Federal Deposit Insurance Corporation assessment expense decreased $70 or 12.82%. The total expense for 2016 was $476, which compares with $546 for 2015. The FDIC assessment is accrued based on a method provided by the FDIC. The FDIC’s Deposit Insurance Fund reserve ratio reached a target threshold during the second quarter of 2016, resulting in lower FDIC insurance expense for many federally insured institutions. The FDIC assessment expense for the year ended December 31, 2015 increased $13 from $533 for 2014.

Credit card processing expense was $2,782 for the period ended December 31, 2016, an increase of $90, or 3.34% from 2015’s total of $2,692. Credit card processing expense in 2015 increased $99, or 3.82% from 2014. This expense is driven by the volume of credit card, debit card and merchant account transactions and by the level of merchant discount fees. It is subject to a degree of variability.

 

25

 

 

The expense for intangibles amortization is related to acquisitions. There were no acquisitions in the last year, and the expense for 2016 decreased from 2015 by $742 or 74.27%. The decrease in core deposit intangibles amortization is due to certain core deposit intangibles becoming fully amortized in late 2015 and the first half of 2016. The expense for intangibles amortization decreased $76 from 2014 to 2015.

Net costs of other real estate owned decreased from $608 for the period ended December 31, 2015 to $472 for the year ended December 31, 2016. From 2014 to 2015, net costs of other real estate owned increased $239 from $369. This expense category varies with the number of foreclosed properties owned by NBB and with the expense associated with each. It includes write-downs on other real estate owned plus other costs associated with carrying these properties, as well as net gains or losses on the sale of other real estate. In 2016, write-downs on other real estate were $268. This compares with $440 in 2015 and $84 in 2014. Other real estate is initially accounted for at fair value less estimated costs to sell using current valuations, which include appraisals, real estate evaluations and realtor market opinions. If new valuation information indicates a decline from the initial basis, the Company records a write-down. Other costs for these properties in 2016 were $118, compared with $181 in 2015. The Company recorded a loss of $86 on the sale of OREO in 2016 and a gain of $14 for 2015. The Company’s market area is showing mixed economic signs, with some favorable indicators and some unfavorable indicators, and we anticipate that there will be additional foreclosures in the near future. The Company currently has loans totaling $321 in process of foreclosure. While some of the loans may be resolved in a manner other than foreclosure, it is likely that some loans will be foreclosed and may result in an associated increase in the costs of other real estate owned.

Franchise taxes were $1,296 for the period ended December 31, 2016 and $1,288 for 2015, an increase of $8 or 0.62%. Franchise tax expense increased $106 in 2015 from $1,182 in 2014. State bank franchise taxes are based upon NBB’s total equity, which increased in both 2015 and 2016.

The category of other operating expenses includes noninterest expense items such as professional services, stationery and supplies, telephone costs and charitable donations. For the year ended December 31, 2016, other operating expenses were $4,042. This compares with $3,580 for 2015 and $3,721 for 2014. The $462 increase from 2015 to 2016 was primarily due to recognition of $347 in bankcard losses. The $141 decrease from 2014 to 2015 is the result of changes in several categories of expense, with no one item making a significant contribution to the total.

 

Income Taxes

 

Income tax expense for 2016 was $3,952 compared to $4,740 in 2015 and $5,178 in 2014. Tax exempt income is the primary difference between expected and actual income tax expense. The Company’s effective tax rates for 2016, 2015 and 2014 were 20.92%, 23.04% and 23.44%, respectively. The Company is subject to the 35% marginal tax rate. See Note 10 of the Notes to Consolidated Financial Statements for addition information relating to income taxes.

 

Effects of Inflation

 

The Company’s consolidated statements of income generally reflect the effects of inflation. Since interest rates, loan demand and deposit levels are related to inflation, the resulting changes are included in net income. The most significant item which does not reflect the effects of inflation is depreciation expense. Historical dollar values used to determine depreciation expense do not reflect the effects of inflation on the market value of depreciable assets after their acquisition.

 

Provision and Allowance for Loan Losses

 

The Company’s risk analysis determined an allowance for loan losses of $8,300 or 1.28% of loans net of unearned income and deferred fees and costs at December 31, 2016, an increase from $8,297 or 1.34% of loans net of unearned income and deferred fees and costs at December 31, 2015. The determination of the appropriate level for the allowance for loan losses resulted in a provision for loan loss of $1,650 for the twelve months ended December 31, 2016, compared with $2,009 for the twelve months ended December 31, 2015. To determine the appropriate level of the allowance for loan losses, the Company considers credit risk for certain loans designated as impaired and for non-impaired (“collectively evaluated”) loans.

Individually evaluated impaired loans totaled $9,173 with specific allocations to the allowance for loan losses totaling $25 at December 31, 2016, compared with individually evaluated impaired loans of $15,346 with specific allocations totaling $45 at December 31, 2015. The specific allocation is determined based on criteria particular to each impaired loan.

For collectively evaluated loans, the Company applies to each loan class a historical net charge-off rate, averaged over the most recent 8 quarters, and adjusted for factors that influence credit risk. Collectively evaluated loans totaled $639,373 on a gross basis and $638,584 net of unearned income and deferred fees and costs, with an allowance of $8,275 or 1.30% at December 31, 2016. At December 31, 2015, collectively evaluated loans totaled $604,538 on a gross basis and $603,680 net of unearned income and deferred fees and costs, with an allowance of $8,252 or 1.37% of the collectively-evaluated portfolio.

 

26

 

 

Net charge-offs for the twelve months ended December 31, 2016 were $1,647 or 0.26% of average loans, an improvement from $1,975 or 0.32% for the twelve months ended December 31, 2015. Increases in the net charge-off rate increase the required allowance for collectively-evaluated loans, while decreases in the net charge-off rate decrease the required allowance for collectively-evaluated loans.

Economic factors influence credit risk and impact the allowance for loan loss. The Company's market area experienced some favorable economic signs and some weakening indicators when data at December 31, 2016 are compared with data at December 31, 2015. Personal and business bankruptcies decreased resulting in a lower requirement for the allowance for loan losses. The inventory of new and existing homes decreased substantially. Lower housing inventory is beneficial for the Company’s residential construction customers and reduces credit risk, resulting in a lower requirement for the allowance for loan losses. The competitive, legal and regulatory environments remained at similar levels to those at December 31, 2015 with the same allocation requirement. The Federal Reserve’s increase to the federal funds rate is assessed to slightly increase credit risk, with a corresponding increase to the requirement for the allowance for loan losses. The unemployment rate and residential vacancy rate worsened slightly when data at December 31, 2016 are compared with December 31, 2015, resulting in increased allocations to the allowance at December 31, 2016.

Asset quality indicators affect the level of the allowance for loan losses. Accruing loans past due 30-89 days decreased to 0.39% of total loans at December 31, 2016, from 0.48% at December 31, 2015. Accruing loans past due 90 days or more as a percentage of total loans was 0.01% at December 31, 2016, a decrease from 0.03% at December 31, 2015. Nonaccrual loans decreased to 0.90% of total loans at December 31, 2016, from 1.08% at December 31, 2015. The decreases in past due and nonaccrual loans reduced the required level of the allowance for loan losses.

Loans rated “special mention” and “classified” (together, “criticized assets”) indicate heightened credit risk. Higher levels of criticized assets increase the required level of the allowance for collectively-evaluated loans, while lower levels of criticized assets reduce the required level of the allowance for collectively-evaluated loans. Loans rated special mention receive a 50% greater allocation for qualitative risk factors, and loans rated classified receive a 100% greater allocation for qualitative risk factors. A classified loss rate is also applied to classified loans, calculated as net charge offs divided by classified loans.

Collectively evaluated loans rated “special mention” were $13,519 at December 31, 2016, an increase from $6,144 at December 31, 2015. Collectively evaluated loans rated classified were $3,052 at December 31, 2016, a decrease from $6,071 at December 31, 2015.

Levels of high risk loans are considered in the determination of the level of the allowance for loan loss. High risk loans are defined by the Company as loans secured by junior liens, interest-only loans and loans with a high loan-to-value ratio. A decrease in the level of high risk loans within a class decreases the required allocation for the loan class, and an increase in the level of high risk loans within a class increases the required allocation for the loan class. Total high risk loans decreased by 9.76% from the level at December 31, 2015, however the increase in allocation for one loan class that experienced an increase in high risk loans resulted in a small net increase when the allocation for high risk loans for December 31, 2016 is compared with the allocation for high risk loans for December 31, 2015.

The calculation of the appropriate level for the allowance for loan losses incorporates analysis of multiple factors and requires management’s prudent and informed judgment. The ratio of the allowance for loan losses to the total loan portfolio declined six basis points from December 31, 2015. Based on analysis of historical indicators, asset quality and economic factors, management believes the level of allowance for loan losses is reasonable for the credit risk in the loan portfolio.

 

27

 

 

 

Quarterly Results of Operations

 

The following is a summary of the unaudited quarterly results of operations for the years ended December 31, 2016, 2015 and 2014:

 

   

2016

 
   

First
Quarter

   

Second
Quarter

   

Third
Quarter

   

Fourth
Quarter

 

Income Statement Data:

                               

Interest income

  $ 10,484     $ 10,292     $ 10,157     $ 9,997  

Interest expense

    1,068       1,063       1,019       1,016  

Net interest income

    9,416       9,229       9,138       8,981  

Provision for loan losses

    203       654       291       502  

Noninterest income

    2,341       2,618       2,481       2,492  

Noninterest expense

    6,684       6,238       6,620       6,610  

Income taxes

    1,091       1,090       880       891  

Net income

  $ 3,779     $ 3,865     $ 3,828     $ 3,470  

Per Share Data:

                               

Basic net income per common share

  $ 0.54     $ 0.56     $ 0.55     $ 0.51  

Fully diluted net income per common share

    0.54       0.56       0.55       0.51  

Cash dividends per common share

    ---       0.55       ---       0.61  

Book value per common share

    25.76       25.86       26.47       25.62  

 

   

2015

 
   

First
Quarter

   

Second
Quarter

   

Third
Quarter

   

Fourth
Quarter

 

Income Statement Data:

                               

Interest income

  $ 10,794     $ 10,724     $ 10,760     $ 10,636  

Interest expense

    1,087       1,051       1,009       1,036  

Net interest income

    9,707       9,673       9,751       9,600  

Provision for loan losses

    201       355       178       1,275  

Noninterest income

    2,258       2,471       2,289       2,468  

Noninterest expense

    6,687       6,369       6,322       6,257  

Income taxes

    1,111       1,310       1,341       978  

Net income

  $ 3,966     $ 4,110     $ 4,199     $ 3,558  

Per Share Data:

                               

Basic net income per common share

  $ 0.57     $ 0.59     $ 0.60     $ 0.52  

Fully diluted net income per common share

    0.57       0.59       0.60       0.52  

Cash dividends per common share

    ---       0.53       ---       0.61  

Book value per common share

    24.85       24.10       25.07       25.62  

 

28

 

 

 

   

2014

 
   

First
Quarter

   

Second
Quarter

   

Third
Quarter

   

Fourth
Quarter

 

Income Statement Data:

                               

Interest income

  $ 11,111     $ 11,019     $ 10,947     $ 10,867  

Interest expense

    1,315       1,295       1,147       1,142  

Net interest income

    9,796       9,724       9,800       9,725  

Provision for loan losses

    103       701       356       481  

Noninterest income

    2,221       2,358       2,258       2,283  

Noninterest expense

    6,161       6,039       6,115       6,117  

Income taxes

    1,349       1,233       1,324       1,272  

Net income

  $ 4,404     $ 4,109     $ 4,263     $ 4,138  

Per Share Data:

                               

Basic net income per common share

  $ 0.63     $ 0.59     $ 0.61     $ 0.60  

Fully diluted net income per common share

    0.63       0.59       0.61       0.60  

Cash dividends per common share

    ---       0.55       ---       0.58  

Book value per common share

    22.08       22.57       23.43       23.93  

 

Balance Sheet

 

On December 31, 2016, the Company had total assets of $1,233,942, an increase of $30,423 or 2.53%, over the total of $1,203,519 on December 31, 2015. For 2016, the growth in assets was entirely internally generated and was not the result of acquisitions. Total assets at December 31, 2015 were up by $45,008, or 3.90%, over the total at December 31, 2014.

 

Loans

 

The Company’s loan categorization reflects its approach to loan portfolio management and includes six groups. Real estate construction loans include construction loans for residential and commercial properties, as well as land. Consumer real estate loans include conventional and junior lien mortgages, equity lines and investor-owned residential real estate. Commercial real estate loans are comprised of owner-occupied and leased nonfarm, nonresidential properties, multi-family residence loans and farmland. Commercial non real estate loans include farm loans, operating capital lines and loans secured by capital assets. Public sector and IDA loans are extended to municipalities. Consumer non real estate loans include automobile loans, personal loans, credit cards and consumer overdrafts.

 

A.     Types of Loans

 

   

December 31,

 
   

2016

   

2015

   

2014

   

2013

   

2012

 

Real estate construction

  $ 36,345     $ 48,251     $ 45,562     $ 45,925     $ 50,313  

Consumer real estate

    157,718       143,504       147,039       145,499       143,262  

Commercial real estate

    336,457       309,378       310,762       311,266       304,308  

Commercial non real estate

    39,024       37,571       33,413       31,262       37,349  

Public sector and IDA

    45,474       51,335       41,361       34,220       26,169  

Consumer non real estate

    33,528       29,845       28,182       28,423       31,714  

Total loans

  $ 648,546     $ 619,884     $ 606,319     $ 596,595     $ 593,115  

Less unearned income and deferred fees

    (794

)

    (876

)

    (853

)

    (905

)

    (953

)

Total loans, net of unearned income and deferred fees and costs

  $ 647,752     $ 619,008     $ 605,466     $ 595,690     $ 592,162  

Less allowance for loans losses

    (8,300

)

    (8,297

)

    (8,263

)

    (8,227

)

    (8,349

)

Total loans, net

  $ 639,452     $ 610,711     $ 597,203     $ 587,463     $ 583,813  

 

29

 

 

 

B.     Maturities and Interest Rate Sensitivities

 

The following table presents maturities and interest rate sensitivities for commercial non real estate, commercial real estate and real estate construction loans.

 

   

December 31, 2016

 
   

< 1 Year

   

1 – 5 Years

   

After 5 Years

   

Total

 

Commercial non real estate

  $ 26,530     $ 11,843     $ 651     $ 39,024  

Commercial real estate

    72,623       212,094       51,740       336,457  

Real estate construction

    28,960       7,385       ---       36,345  

Total

    128,113       231,322       52,391       411,826  

Less loans with predetermined interest rates

    (24,488

)

    (18,196

)

    (10,492

)

    (53,176

)

Loans with adjustable rates

  $ 103,625     $ 213,126     $ 41,899     $ 358,650  

 

C.

Risk Elements

 

The following table presents aggregate amounts for nonaccrual loans, restructured loans in nonaccrual, other real estate owned net, and accruing loans which are contractually past due ninety days or more as to interest or principal payments, and accruing restructured loans.

 

   

December 31,

 
   

2016

   

2015

   

2014

   

2013

   

2012

 

Nonaccrual loans:

                                       

Real estate construction

  $ ---     $ ---     $ ---     $ ---     $ 3,109  

Consumer real estate

    253       14       164       198       612  

Commercial real estate

    698       1,146       3,087       5,383       7,018  

Commercial non real estate

    217       883       748       128       82  

Public sector and IDA

    ---       ---       ---       ---       ---  

Consumer non real estate

    ---       ---       ---       23       49  

Total nonaccrual loans

  $ 1,168     $ 2,043     $ 3,999     $ 5,732     $ 10,870  

Restructured loans (TDR Loans) in nonaccrual

                                       

Real estate construction

  $ 270     $ 718     $ ---     $ ---     $ 123  

Consumer real estate

    ---       ---       ---