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EX-32.1 - 906 CERTIFICATION - Virginia National Bankshares Corpvnb30097829-ex321.htm
EX-31.2 - 302 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - Virginia National Bankshares Corpvnb30097829-ex312.htm
EX-31.1 - 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - Virginia National Bankshares Corpvnb30097829-ex311.htm
EX-10.1 - VIRGINIA NATIONAL BANK 2003 STOCK INCENTIVE PLAN - Virginia National Bankshares Corpvnb30097829-ex101.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

___________

FORM 10-Q
___________

(Mark One)

[X]     

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

 

For the quarterly period ended September 30, 2017

 
[  ]

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

 

For the transition period from ____________________ to ____________________

Commission File Number: 000-55117

VIRGINIA NATIONAL BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)

Virginia 46-2331578
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
 
404 People Place, Charlottesville, Virginia 22911
(Address of principal executive offices) (Zip Code)

(434) 817-8621
(Registrant's telephone number, including area code)

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

☒  Yes              ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☒  Yes              ☐ No

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of November 7, 2017:

                   Class of Stock                    Shares Outstanding
Common Stock, Par Value $2.50 2,410,680


VIRGINIA NATIONAL BANKSHARES CORPORATION

FORM 10-Q

TABLE OF CONTENTS

Part I. Financial Information
      Item 1     Financial Statements
      Consolidated Balance Sheets (unaudited) Page 3
Consolidated Statements of Income (unaudited) Page 4
Consolidated Statements of Comprehensive Income (unaudited) Page 5
Consolidated Statements of Changes in Shareholders’ Equity (unaudited) Page 6
Consolidated Statements of Cash Flows (unaudited) Page 7
Notes to Consolidated Financial Statements (unaudited) Page 8
       
Item 2     Management’s Discussion and Analysis of Financial Condition and Results of Operations Page 31
Application of Critical Accounting Policies and Estimates Page 31
Financial Condition Page 32
Results of Operations Page 37
       
Item 3     Quantitative and Qualitative Disclosures About Market Risk Page 44
     
Item 4     Controls and Procedures Page 44
     
Part II. Other Information
Item 1 Legal Proceedings Page 44
Item 1A Risk Factors Page 44
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds Page 44
Item 3 Defaults Upon Senior Securities Page 45
Item 4 Mine Safety Disclosures Page 45
Item 5 Other Information Page 45
Item 6 Exhibits Page 45
     
Signatures Page 46

2


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VIRGINIA NATIONAL BANKSHARES CORPORATION
CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share data)

    September 30, 2017       December 31, 2016 *
ASSETS (Unaudited)
Cash and due from banks $                   7,143 $                   10,047
Federal funds sold 3,155 28,453
Securities:
Available for sale, at fair value 71,049 56,662
Restricted securities, at cost 2,709 1,709
Total securities 73,758 58,371
Loans 501,024 482,135
Allowance for loan losses (3,824 ) (3,688 )
Loans, net 497,200 478,447
Premises and equipment, net 7,437 8,046
Bank owned life insurance 14,229 13,917
Goodwill 372 372
Other intangible assets, net 604 680
Accrued interest receivable and other assets 6,430 6,697
Total assets $ 610,328 $ 605,030
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Demand deposits:
Noninterest-bearing $ 166,544 $ 176,098
Interest-bearing 98,528 96,869
Money market deposit accounts 128,149 136,658
Certificates of deposit and other time deposits 114,049 115,026
Total deposits 507,270 524,651
Repurchase agreements and other borrowings 37,001 19,700
Accrued interest payable and other liabilities 1,208 1,625
Total liabilities 545,479 545,976
                 
Shareholders' equity:
Preferred stock, $2.50 par value, 2,000,000 shares authorized, no shares outstanding - -
Common stock, $2.50 par value, 10,000,000 shares authorized; 2,410,680 and 2,368,777 issued and outstanding at September 30, 2017 and December 31, 2016, respectively 6,027 5,922
Capital surplus 22,036 21,152
Retained earnings 37,082 32,759
Accumulated other comprehensive loss (296 ) (779 )
Total shareholders' equity 64,849 59,054
Total liabilities and shareholders' equity $ 610,328 $ 605,030

*Derived from audited Consolidated Financial Statements

See Notes to Consolidated Financial Statements

3


VIRGINIA NATIONAL BANKSHARES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
(Unaudited)

         For the three months ended       For the nine months ended
September 30, 2017       September 30, 2016 September 30, 2017       September 30, 2016
Interest and dividend income:
Loans, including fees $                      5,348 $                       4,385 $                  15,454 $                  13,012
Federal funds sold 30 45 208 101
Investment securities:
Taxable 328 237 838 762
Tax exempt 78 78 203 242
Dividends 23 23 69 67
Other 1 3 7 7
Total interest and dividend income 5,808 4,771 16,779 14,191
                               
Interest expense:
Demand and savings deposits 108 68 341 203
Certificates and other time deposits 179 157 516 474
Repurchase agreements and other borrowings 38 9 58 33
Total interest expense 325 234 915 710
Net interest income 5,483 4,537 15,864 13,481
Provision for (recovery of) loan losses 168 104 213 (291 )
Net interest income after provision for (recovery of) loan losses 5,315 4,433 15,651 13,772
                               
Noninterest income:
Trust income 394 388 1,171 1,174
Advisory and brokerage income 132 106 387 287
Royalty income 22 11 198 20
Customer service fees 225 240 678 686
Debit/credit card and ATM fees 206 223 650 653
Earnings/increase in value of bank owned life insurance 103 111 312 331
Fees on mortgage sales 55 41 104 156
Gains (losses) on sales and calls of securities (78 ) 181 (74 ) 189
Gains (losses) on sales of other assets - 6 - (21 )
Other 99 106 308 312
Total noninterest income 1,158 1,413 3,734 3,787
                               
Noninterest expense:
Salaries and employee benefits 1,998 1,939 5,770 5,704
Net occupancy 461 465 1,390 1,413
Equipment 124 134 398 401
Other 1,334 1,283 3,897 3,859
Total noninterest expense 3,917 3,821 11,455 11,377
                               
Income before income taxes 2,556 2,025 7,930 6,182
Provision for income taxes 811 629 2,530 1,921
Net income $ 1,745 $ 1,396 $ 5,400 $ 4,261
                               
Net income per common share, basic $ 0.73 $ 0.59 $ 2.26 $ 1.80
Net income per common share, diluted $ 0.72 $ 0.59 $ 2.24 $ 1.79

See Notes to Consolidated Financial Statements

4


VIRGINIA NATIONAL BANKSHARES CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollars in thousands)
(Unaudited)

    For the three months ended     For the nine months ended
September 30, 2017     September 30, 2016 September 30, 2017     September 30, 2016
Net income $                   1,745 $                   1,396 $                     5,400 $                   4,261
                               
Other comprehensive income (loss)
                               
Unrealized gain (loss) on securities, net of tax of ($105) and $224 for the three and nine months ended September 30, 2017; and net of tax of $54 and $388 for the three and nine months ended September 30, 2016 (206 ) 104 434 756
                               
Reclassification adjustment net of tax of $27 and $25 for the three and nine months ended September 30, 2017; and net of tax of ($62) and ($64) for the three and nine months ended September 30, 2016 51 (119 ) 49 (125 )
                               
Total other comprehensive income (loss) (155 ) (15 ) 483 631
                               
Total comprehensive income $ 1,590 $ 1,381 $ 5,883 $ 4,892

See Notes to Consolidated Financial Statements

5


VIRGINIA NATIONAL BANKSHARES CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016
(dollars in thousands, except per share data)
(Unaudited)

                        Accumulated      
Other
Common Capital Retained Comprehensive
Stock Surplus Earnings Income (Loss) Total
Balance, December 31, 2015 $       6,031 $      22,214 $      28,170 $                 (118 ) $      56,297
Stock options exercised 28 151 - - 179
Stock purchased under stock repurchase plan (137 ) (1,123 ) - - (1,260 )
Stock option expense - 20 - - 20
Cash dividends declared ($0.36 per share) - - (850 ) - (850 )
Net income - - 4,261 - 4,261
Other comprehensive income - - - 631 631
Balance, September 30, 2016 $ 5,922 $ 21,262 $ 31,581 $ 513 $ 59,278
                                         
Balance, December 31, 2016 $ 5,922 $ 21,152 $ 32,759 $ (779 ) $ 59,054
Stock options exercised 105 876 - - 981
Stock option expense - 8 - - 8
Cash dividends declared ($0.45 per share) - - (1,077 ) - (1,077 )
Net income - - 5,400 - 5,400
Other comprehensive income - - - 483 483
Balance, September 30, 2017 $ 6,027 $ 22,036 $ 37,082 $ (296 ) $ 64,849

See Notes to Consolidated Financial Statements

6


VIRGINIA NATIONAL BANKSHARES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(Unaudited)

      For the nine months ended
September 30, 2017       September 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $                  5,400 $                  4,261
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for (recovery of) loan losses 213 (291 )
Net amortization and accretion of securities 327 335
Net losses (gains) on sales and calls of securities 74 (189 )
Net losses on sales of assets - 21
Earnings on bank owned life insurance (312 ) (331 )
Amortization of intangible assets 87 68
Depreciation and other amortization 858 879
Stock option/stock grant expense 8 20
Decrease in accrued interest receivable and other assets 18 302
Decrease in accrued interest payable and other liabilities (205 ) (540 )
Net cash provided by operating activities 6,468 4,535
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available for sale securities (45,290 ) (18,982 )
Net increase in restricted investments (1,000 ) (28 )
Proceeds from maturities, calls and principal payments of available for sale securities 7,212 21,473
Proceeds from sales of available for sale securities 24,022 2,672
Net increase in organic loans (9,109 ) (14,545 )
Net (increase) decrease in purchased loans (9,857 ) 7,322
Cash payment for wealth management book of business (300 ) (700 )
Purchase of bank premises and equipment (249 ) (477 )
Net cash used in investing activities (34,571 ) (3,265 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in demand deposits, NOW accounts, and money market accounts (16,404 ) 4,925
Net (decrease) increase in certificates of deposit and other time deposits (977 ) 3,787
Net decrease in repurchase agreements (7,699 ) (9,616 )
Net increase in short term borrowings 25,000 -
Common stock repurchased - (1,260 )
Proceeds from stock options exercised 981 179
Cash dividends paid (1,000 ) (784 )
Net cash used in financing activities (99 ) (2,769 )
                 
NET DECREASE IN CASH AND CASH EQUIVALENTS $ (28,202 ) $ (1,499 )
                 
CASH AND CASH EQUIVALENTS:
Beginning of period $ 38,500 $ 43,527
End of period $ 10,298 $ 42,028
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest $ 899 $ 708
Taxes $ 2,900 $ 2,029
                 
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Unrealized gain on available for sale securities $ 732 $ 955

See Notes to Consolidated Financial Statements

7


VIRGINIA NATIONAL BANKSHARES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2017

Note 1. Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of Virginia National Bankshares Corporation (the “Company”), its subsidiary Virginia National Bank (the “Bank”), and the Bank’s subsidiary, VNBTrust, National Association which offers services under the name VNB Wealth Management (“VNBTrust” or “VNB Wealth”). All significant intercompany balances and transactions have been eliminated in consolidation.

The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included.

The preparation of financial statements in conformity with GAAP and the reporting guidelines prescribed by regulatory authorities requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, fair value measurements, and deferred tax assets. Operating results for the three-month and nine-month periods ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

The statements should be read in conjunction with the Notes to Consolidated Financial Statements included in the Company’s Form 10-K for the year ended December 31, 2016. If needed, certain previously reported amounts have been reclassified to conform to current period presentation. No such reclassifications were significant.

Adoption of New Accounting Standard

Accounting Standards Update (ASU) 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employer Share-Based Payment Accounting,” became effective with the quarter ended March 31, 2017. This ASU simplifies several aspects of the accounting for share-based payment award transactions, one of which is the recognition of excess tax benefits and deficiencies related to share-based payments. Prior to the adoption of ASU 2016-09, such tax consequences were recognized as components of additional paid-in capital. With the adoption of this ASU, tax benefits and deficiencies are recognized within income tax expense. In accordance with the adoption provisions of ASU 2016-09, the Company has prospectively applied the requirement to present excess tax benefits as an operating activity on the statement of cash flows. Further, the Company continues to estimate the number of award forfeitures in recording costs for share-based awards. The adoption did not have a material impact on our financial statements for the nine months ended September 30, 2017.

Recent Accounting Pronouncements

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in ASU 2016-01, among other things: 1) require equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; 2) require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; 3) require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables); and 4) eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently assessing the impact that ASU 2016-01 will have on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” Among other things, in the amendments in ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, “Revenue from Contracts with Customers.” The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is in the early stages of assessing the impact that ASU 2016-02 will have on its consolidated financial statements, including evaluating leases and contracts which are covered and calculating the impact on its assets and liabilities. The Company does not expect the amendment to have a material impact on its net income but does anticipate an increase in assets and liabilities due to the recognition of the required right-of-use asset and corresponding liability for all lease obligations that are currently classified as operating leases, primarily real estate leases for office space, as well as additional disclosure on all our lease obligations.

8


During June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendments in this ASU are effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently assessing the impact that ASU 2016-13 will have on its consolidated financial statements. Early in 2017, the Company formed a cross-functional steering committee, including some members of senior management, to provide governance and guidance over the project plan. The steering committee has begun to address the compliance requirements, data requirements and sources, and analysis efforts which will be required to adopt these new requirements. In addition to attending seminars and webinars on this topic with regulators and other experts, the committee is working closely with the Company’s vendor to gather additional loan data which is anticipated to be needed for this calculation. The extent of the change is indeterminable at this time as it will be dependent upon portfolio composition and credit quality at the adoption date, as well as economic conditions and forecasts at that time. Upon adoption, the impact to the allowance for credit losses (currently allowance for loan losses) will have an offsetting one-time cumulative-effect adjustment to retained earnings.

During August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments should be applied using a retrospective transition method to each period presented. If retrospective application is impractical for some of the issues addressed by the update, the amendments for those issues would be applied prospectively as of the earliest date practicable. Early adoption is permitted, including adoption in an interim period. The Company does not expect the adoption of ASU 2016-15 to have a material impact on its consolidated financial statements.

During January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the current implementation guidance in Topic 805, there are three elements of a business – inputs, processes, and outputs. While an integrated set of assets and activities (collectively referred to as a “set”) that is a business usually has outputs, outputs are not required to be present. In addition, all the inputs and processes that a seller uses in operating a set are not required if market participants can acquire the set and continue to produce outputs. The amendments in this ASU provide a screen to determine when a set is not a business. If the screen is not met, the amendments (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output, and (2) remove the evaluation of whether a market participant could replace missing elements. The ASU provides a framework to assist entities in evaluating whether both an input and a substantive process are present. The amendments in this ASU are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The amendments in this ASU should be applied prospectively on or after the effective date. No disclosures are required at transition. The Company does not expect the adoption of ASU 2017-01 to have a material impact on its consolidated financial statements.

During January 2017, the FASB issued ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The amendments in this ASU simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Public business entities that are SEC filers should adopt the amendments in this ASU for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of ASU 2017-04 to have a material impact on its consolidated financial statements.

During March 2017, the FASB issued ASU 2017-08, “Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities.” The amendments in this ASU shorten the amortization period for certain callable debt securities purchased at a premium. Upon adoption of the standard, premiums on these qualifying callable debt securities will be amortized to the earliest call date. Discounts on purchased debt securities will continue to be accreted to maturity. The amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. Upon transition, entities should apply the guidance on a modified retrospective basis, with a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption and provide the disclosures required for a change in accounting principle. The Company is currently assessing the impact that ASU 2017-08 will have on its consolidated financial statements. 

9


During May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting.” The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. The amendments are effective for all entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for reporting periods for which financial statements have not yet been issued. The Company is currently assessing the impact that ASU 2017-09 will have on its consolidated financial statements.

During August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” The amendments in this ASU modify the designation and measurement guidance for hedge accounting as well as provide for increased transparency regarding the presentation of economic results on both the financial statements and related footnotes. Certain aspects of hedge effectiveness assessments will also be simplified upon implementation of this update. The amendments are effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted, including adoption in any interim period. The Company does not expect the adoption of ASU 2017-12 to have a material impact on its consolidated financial statements.

Note 2. Securities

The amortized cost and fair values of securities available for sale as of September 30, 2017 and December 31, 2016 were as follows (dollars in thousands):

September 30, 2017 Amortized Gross Unrealized Gross Unrealized     Fair
      Cost       Gains       (Losses)       Value
U.S. Government agencies $       19,500 $ - $                 (334 ) $      19,166
Mortgage-backed securities/CMOs 31,819 2 (197 ) 31,624
Municipal bonds 20,178 125 (44 ) 20,259
$ 71,497 $ 127 $ (575 ) $ 71,049
 
December 31, 2016 Amortized Gross Unrealized Gross Unrealized   Fair
Cost Gains (Losses) Value
U.S. Government agencies $ 14,998 $ - $ (497 ) $ 14,501
Corporate bonds 2,017 - (7 ) 2,010
Mortgage-backed securities/CMOs 25,470 27 (515 ) 24,982
Municipal bonds 15,357 30 (218 ) 15,169
$ 57,842 $ 57 $ (1,237 ) $ 56,662

10


As of September 30, 2017, there were $55.1 million, or 45 issues of individual securities, in a loss position. These securities have an unrealized loss of $575 thousand and consisted of 23 mortgage-backed/CMOs, 7 agency bonds, and 15 municipal bonds. The following table summarizes all securities with unrealized losses, segregated by length of time in a continuous unrealized loss position, at September 30, 2017 and December 31, 2016 (dollars in thousands):

September 30, 2017
Less than 12 Months 12 Months or more Total
Unrealized Unrealized Unrealized
      Fair Value       Losses       Fair Value       Losses       Fair Value       Losses
U.S. Government agencies $       9,931 $        (69 ) $ 9,235 $          (265 ) $       19,166 $       (334 )
Mortgage-backed/CMOs 23,918 (147 ) 2,145 (50 ) 26,063 (197 )
Municipal bonds 9,279 (37 ) 612 (7 ) 9,891 (44 )
$ 43,128 $ (253 ) $ 11,992 $ (322 ) $ 55,120 $ (575 )
 
December 31, 2016
Less than 12 Months 12 Months or more Total
Unrealized Unrealized Unrealized
Fair Value Losses Fair Value Losses Fair Value Losses
U.S. Government agencies $       14,501 $ (497 ) $ - $ - $ 14,501 $ (497 )
Corporate bonds 2,010 (7 ) - - 2,010 (7 )
Mortgage-backed/CMOs 18,980 (441 ) 2,629 (74 ) 21,609 (515 )
Municipal bonds 10,382 (218 ) - - 10,382 (218 )
$ 45,873 $ (1,163 ) $ 2,629 $ (74 ) $ 48,502 $ (1,237 )

The Company’s securities portfolio is primarily made up of fixed rate bonds, the prices of which move inversely with interest rates. Any unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the bonds approach their maturity date or repricing date or if market yields for such investments decline. At the end of any accounting period, the portfolio may have both unrealized gains and losses. Management does not believe any of the securities in an unrealized loss position are impaired due to credit quality. Accordingly, as of September 30, 2017, management believes the impairments detailed in the table above are temporary, and no impairment loss has been realized in the Company’s consolidated income statement.

An “other-than-temporary impairment” (“OTTI”) is considered to exist if either of the following conditions are met: it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, or the Company does not expect to recover the security’s entire amortized cost basis (even if the Company does not intend to sell). In the event that a security would suffer impairment for a reason that was “other than temporary,” the Company would be expected to write down the security’s value to its new fair value, and the amount of the write down would be included in earnings as a realized loss. As of September 30, 2017, management has concluded that none of its investment securities have an OTTI based upon the information available. Additionally, management has the ability to hold any security with an unrealized loss until maturity or until such time as the value of the security has recovered from its unrealized loss position.

Securities having carrying values of $27.4 million at September 30, 2017 were pledged as collateral to secure public deposits and repurchase agreements. At December 31, 2016, securities having carrying values of $34.2 million were similarly pledged.

For the nine months ended September 30, 2017, proceeds from the sales of securities amounted to $24.0 million, with gross realized losses on these securities of $74 thousand. For the nine months ended September 30, 2016, proceeds from the sales of securities amounted to $2.7 million, and gross realized gains on these securities were $44 thousand, and an additional $10.7 million in calls of securities accounted for the additional $145 thousand in realized gains.

Restricted securities are securities with limited marketability and consist of stock in the Federal Reserve Bank of Richmond (“FRB”), the Federal Home Loan Bank of Atlanta (“FHLB”), and CBB Financial Corporation (“CBBFC”), the holding company for Community Bankers Bank. These restricted securities, totaling $2.7 million as of September 30, 2017 and $1.7 million as of December 31, 2016, are carried at cost.

11


Note 3. Loans

The composition of the loan portfolio by loan classification at September 30, 2017 and December 31, 2016 appears below (dollars in thousands).

September 30, December 31,
      2017       2016
Commercial
Commercial and industrial - organic $           42,230 $           41,560
Commercial and industrial - government guaranteed 22,722 5,550
Commercial and industrial - syndicated 17,262 19,107
Total commercial and industrial 82,214 66,217
Real estate construction and land
Residential construction 2,310 395
Commercial construction 12,788 4,422
Land and land development 10,049 10,865
Total construction and land 25,147 15,682
Real estate mortgages
1-4 family residential, first lien, investment 39,251 37,538
1-4 family residential, first lien, owner occupied 16,809 16,629
1-4 family residential, junior lien 3,393 2,871
Home equity lines of credit, first lien 8,968 7,912
Home equity lines of credit, junior lien 13,498 14,022
Farm 10,551 11,253
Multifamily 31,948 31,052
Commercial owner occupied 77,823 83,296
Commercial non-owner occupied 107,828 107,062
Total real estate mortgage 310,069 311,635
Consumer
Consumer revolving credit 22,459 20,373
Consumer all other credit 9,705 11,328
Student loans purchased 51,430 56,900
Total consumer 83,594 88,601
Total loans 501,024 482,135
Less: Allowance for loan losses (3,824 ) (3,688 )
Net loans $ 497,200 $ 478,447

The balances in the table above include unamortized premiums and net deferred loan costs and fees. As of September 30, 2017, unamortized premiums on loans purchased were $2.1 million, with $700 thousand in unamortized premiums recorded as of December 31, 2016. Net deferred loan costs (fees) totaled $236 thousand and $344 thousand as of September 30, 2017 and December 31, 2016, respectively.

Accounting guidance requires certain disclosures about investments in impaired loans, the allowance for loan losses and interest income recognized on impaired loans. A loan is considered impaired when it is probable that the Company will be unable to collect all principal and interest amounts when due according to the contractual terms of the loan agreement. Factors involved in determining impairment include, but are not limited to, expected future cash flows, financial condition of the borrower, and current economic conditions.

12


Following is a breakdown by class of the loans classified as impaired loans as of September 30, 2017 and December 31, 2016. These loans are reported at their recorded investment, which is the carrying amount of the loan as reflected on the Company’s balance sheet, net of charge-offs and other amounts applied to reduce the net book balance. Average recorded investment in impaired loans is computed using an average of month-end balances for these loans for either the nine months ended September 30, 2017 or the twelve months ended December 31, 2016. Interest income recognized is for the nine months ended September 30, 2017 or the twelve months ended December 31, 2016. (Dollars below reported in thousands.)

September 30, 2017 Unpaid Average Interest
Recorded Principal Associated Recorded Income
      Investment       Balance       Allowance       Investment       Recognized
Impaired loans without a valuation allowance:
Land and land development $ 43 $ 96 $ - $ 47 $ -
1-4 family residential mortgages, first lien, owner occupied 103 139 - 109 -
1-4 family residential mortgages, junior lien 384 386 362 12
Commercial non-owner occupied real estate 983 983 - 997 35
Student loans purchased 937 937 - 918 47
Impaired loans with a valuation allowance - - - - -
Total impaired loans $ 2,450 $ 2,541 $ - $ 2,433 $ 94
 
December 31, 2016 Unpaid Average Interest
Recorded Principal Associated Recorded Income
      Investment       Balance       Allowance       Investment       Recognized
Impaired loans without a valuation allowance:
Land and land development $ 51 $ 100 $ - $ 55 $ -
1-4 family residential mortgages, first lien, owner occupied 116 147 - 123 -
1-4 family residential mortgages, junior lien 354 354 360 16
Commercial non-owner occupied real estate 1,012 1,012 - 1,036 45
Student loans purchased 889 889 - 498 55
Impaired loans with a valuation allowance - - - - -
Total impaired loans $ 2,422 $ 2,502 $ - $ 2,072 $ 116

Included in the impaired loans above are non-accrual loans. Generally, loans are placed on non-accrual when a loan is specifically determined to be impaired or when principal or interest is delinquent for 90 days or more. Any unpaid interest previously accrued on those loans is reversed from income. Interest income generally is not recognized on specific impaired loans unless the likelihood of further loss is remote. Interest payments received on such loans are applied as a reduction of the loan principal balance. Interest income on other non-accrual loans is recognized only to the extent of interest payments received. The recorded investment in non-accrual loans is shown below by class (dollars in thousands):

      September 30, 2017       December 31, 2016
Land and land development $ 44 $ 51
1-4 family residential mortgage, first lien, owner occupied 103   116
1-4 family residential mortgage, junior lien 39 -
Total nonaccrual loans $ 186 $ 167

Additionally, Troubled Debt Restructurings (“TDRs”) are considered impaired loans. TDRs occur when the Company agrees to modify the original terms of a loan by granting a concession that it would not otherwise consider due to the deterioration in the financial condition of the borrower. These concessions are done in an attempt to improve the paying capacity of the borrower, and in some cases to avoid foreclosure, and are made with the intent to restore the loan to a performing status once sufficient payment history can be demonstrated. These concessions could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions.

Based on regulatory guidance on Student Lending issued in May, 2016, the Company has classified 61 of its student loans purchased as TDRs for a total of $937 thousand as of September 30, 2017. These borrowers that should have been in repayment have requested and been granted payment extensions or reductions exceeding the maximum lifetime allowable payment forbearance of twelve months (36 months lifetime allowance for military service), as permitted under the regulatory guidance, and are therefore considered restructurings. Student loan borrowers are allowed in-school deferments, plus an automatic six-month grace period post in-school status, before repayment is scheduled to begin, and these deferments do not count toward the maximum allowable forbearance. As all student loans purchased are fully insured, the Company does not expect to experience a loss on these loans and interest continues to accrue on these TDRs during any deferment and forbearance periods.

13


The following provides a summary, by class, of TDRs that continue to accrue interest under the terms of the restructuring agreement, which are considered to be performing, and TDRs that have been placed in non-accrual status, which are considered to be nonperforming (dollars in thousands).

Troubled debt restructurings (TDRs) September 30, 2017 December 31, 2016
No. of Recorded No. of Recorded
      Loans       Investment       Loans       Investment
Performing TDRs
1-4 family residential mortgages, junior lien 2 $ 345 2 $ 354
Commercial non-owner occupied real estate 1 983 1 1,012
Student loans purchased 61 937 50 889
Total performing TDRs 64 $ 2,265 53 $ 2,255
 
Nonperforming TDRs
Land and land development 1 $ 25 1 $ 29
Total TDRs 65 $ 2,290 54 $ 2,284

A summary of loans shown above that were modified under the terms of a TDR during the three and nine months ended September 30, 2017 and 2016 is shown below by class (dollars in thousands). The Post-Modification Recorded Balance reflects the period end balances, inclusive of any interest capitalized to principal, partial principal paydowns, and principal charge-offs since the modification date. Loans modified as TDRs that were fully paid down, charged-off, or foreclosed upon by period end are not reported.

For three months ended For three months ended
September 30, 2017 September 30, 2016
Pre- Post- Pre- Post-
Modification Modification Modification Modification
Number Recorded Recorded Number Recorded Recorded
      of Loans       Balance       Balance       of Loans       Balance       Balance
Student loans purchased 7 $ 42 $ 42 12 $ 134 $ 134
Total loans modified during the period 7 $ 42 $ 42 12 $ 134 $ 134
 
For nine months ended For nine months ended
September 30, 2017 September 30, 2016
Pre- Post- Pre- Post-
Modification Modification Modification Modification
Number Recorded Recorded Number Recorded Recorded
of Loans Balance Balance of Loans Balance Balance
Student loans purchased 16 $ 133 $ 133 50 $ 847 $ 868
Total loans modified during the period 16 $ 133 $ 133 50 $ 847 $ 868

There were no loans modified as TDRs that subsequently defaulted during the nine months ended September 30, 2017 or the twelve months ended December 31, 2016 that were modified as TDRs during the twelve months prior to default.

There were no loans secured by 1-4 family residential property that were in the process of foreclosure at either September 30, 2017 or December 31, 2016.

14


Note 4. Allowance for Loan Losses

The allowance for loan losses is maintained at a level which, in management’s judgment, is adequate to absorb probable credit losses inherent in the loan portfolio. The amount of the allowance is based on management’s quarterly evaluation of the collectability of the loan portfolio, credit concentrations, historical loss experience, specific impaired loans, and economic conditions. To determine the total allowance for loan losses, the Company estimates the reserves needed for each segment of the portfolio, including loans analyzed individually and loans analyzed on a pooled basis. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows.

For purposes of determining the allowance for loan losses, the Company has segmented certain loans in the portfolio by product type. Within these segments, the Company has sub-segmented its portfolio by classes within the segments, based on the associated risks within these classes.

Loan Classes by Segments
 
Commercial loan segment:
Commercial and industrial - organic
Commercial and industrial - government guaranteed
Commercial and industrial - syndicated
 
Real estate construction and land loan segment:
Residential construction
Commercial construction
Land and land development
 
Real estate mortgage loan segment:
1-4 family residential, first lien, investment
1-4 family residential, first lien, owner occupied
1-4 family residential, junior lien
Home equity lines of credit, first lien
Home equity lines of credit, junior lien
Farm
Multifamily
Commercial owner occupied
Commercial non-owner occupied
 
Consumer loan segment:
Consumer revolving credit
Consumer all other credit
Student loans purchased

Management utilizes a loss migration model for determining the quantitative risk assigned to unimpaired loans in order to capture historical loss information at the loan level, track loss migration through risk grade deterioration, and increase efficiencies related to performing the calculations. The quantitative risk factor for each loan class primarily utilizes a migration analysis loss method based on loss history for the prior twelve quarters.

The migration analysis loss method is used for all loan classes except for the following:

Student loans purchased are fully insured for loss by surety bonds that the Company purchased at the same time that each package of student loans was acquired, and the Company has not experienced any losses in this class to date. In addition to the insurance, the Company holds deposit reserve accounts to offset any losses resulting from the breach of any representations or warranties by the sellers. Qualitative factors are applied, and the calculated reserve is net of any deposit reserve accounts.

 
Prior to the quarter ended September 30, 2016, there was not an established loss history in the commercial and industrial syndicated loans. The S&P credit and recovery ratings on the credit facilities were utilized to calculate a three-year weighted average historical default rate. During the third quarter of 2016, there was a small loss in the commercial and industrial syndicated loans; therefore, the Company utilized a combination of the migration analysis loss method and the S&P credit and recovery ratings.
 

Commercial and industrial government guaranteed loans require no reserve as these are 100% guaranteed by either the Small Business Administration (“SBA”) or the United States Department of Agriculture (“USDA”).

15


Furthermore, a nominal loss reserve is applied to loans rated “Good” in an abundance of caution.

Under the migration analysis method, average loss rates are calculated at the risk grade and class levels by dividing the twelve-quarter average net charge-off amount by the twelve-quarter average loan balances. Qualitative factors are combined with these quantitative factors to arrive at the overall general allowances.

The Company’s internal creditworthiness grading system is based on experiences with similarly graded loans. The Company performs regular credit reviews of the loan portfolio to review the credit quality and adherence to its underwriting standards. Additionally, external reviews of a portion of the credits are conducted on a semi-annual basis.

Loans that trend upward on the risk ratings scale, toward more positive risk ratings, generally exhibit lower risk factor characteristics. Conversely, loans that migrate toward more negative ratings generally will result in a higher risk factor being applied to those related loan balances.

Risk Ratings and Historical Loss Factor Assigned

Excellent

0% historical loss factor applied, as these loans are secured by cash or fully guaranteed by a U.S. government agency and represent a minimal risk. The Company has never experienced a loss within this category.

Good

0% historical loss factor applied, as these loans represent a low risk and are secured by marketable collateral within margin. The Company has never experienced a loss within this category.

Pass

Historical loss factor for loans rated “Pass” is applied to current balances of like-rated loans, pooled by class. Loans with the following risk ratings are pooled by class and considered together as “Pass”:

Satisfactory – modest risk loans where the borrower has strong and liquid financial statements and more than adequate cash flow
Average – average risk loans where the borrower has reasonable debt service capacity
Marginal – acceptable risk loans where the borrower has acceptable financial statements but is leveraged

Watch

These loans have an acceptable risk but require more attention than normal servicing. A historical loss factor for loans rated “Watch” is applied to current balances of like-rated loans pooled by class.

Special Mention

These potential problem loans are currently protected but are potentially weak. A historical loss factor for loans rated “Special Mention” is applied to current balances of like-rated loans pooled by class.

Substandard

These problem loans are inadequately protected by the sound worth and paying capacity of the borrower and/or the value of any collateral pledged. These loans may be considered impaired and evaluated on an individual basis. Otherwise, a historical loss factor for loans rated “Substandard” is applied to current balances of all other “Substandard” loans pooled by class.

Doubtful

Loans with this rating have significant deterioration in the sound worth and paying capacity of the borrower and/or the value of any collateral pledged, making collection or liquidation of the loan in full highly questionable. These loans would be considered impaired and evaluated on an individual basis.

16


The following represents the loan portfolio designated by the internal risk ratings assigned to each credit as of September 30, 2017 and December 31, 2016 (dollars in thousands). There were no loans rated “Doubtful” as of either period.

Special Sub-
September 30, 2017 Excellent     Good     Pass     Watch     Mention     standard     TOTAL
Commercial
Commercial and industrial - organic $     3,292 $     19,482 $     18,349 $     120 $     279 $     708 $     42,230
Commercial and industrial - government guaranteed 22,722 - - - - - 22,722
Commercial and industrial - syndicated - - 14,682 - - 2,580 17,262
Real estate construction
Residential construction - - 2,310 - - - 2,310
Commercial construction - - 12,788 - - - 12,788
Land and land development - - 9,493 3 - 553 10,049
Real estate mortgages
1-4 family residential, first lien, investment - - 36,696 1,889 226 440 39,251
1-4 family residential, first lien, owner occupied - - 15,946 132 - 731 16,809
1-4 family residential, junior lien - - 2,753 269 196 175 3,393
Home equity lines of credit, first lien - - 8,928 40 - - 8,968
Home equity lines of credit, junior lien - - 13,387 - - 111 13,498
Farm - - 9,162 - - 1,389 10,551
Multifamily - - 31,948 - - - 31,948
Commercial owner occupied - 676 76,685 462 - - 77,823
Commercial non-owner occupied - - 104,826 983 - 2,019 107,828
Consumer
Consumer revolving credit 9 21,750 699 1 - - 22,459
Consumer all other credit 321 7,625 1,723 2 - 34 9,705
Student loans purchased - - 50,493 937 - - 51,430
Total Loans $ 26,344 $ 49,533 $ 410,868 $ 4,838 $ 701 $ 8,740 $ 501,024
 
  Special Sub-
December 31, 2016 Excellent Good Pass Watch   Mention   standard TOTAL
Commercial
Commercial and industrial - organic $     816 $     24,225 $     15,840 $     259 $     236 $     184 $     41,560
Commercial and industrial - government guaranteed 5,550 - - - - - 5,550
Commercial and industrial - syndicated - - 16,175 - - 2,932 19,107
Real estate construction
Residential construction - - 395 - - - 395
Commercial construction - - 4,422 - - - 4,422
Land and land development - - 10,271 5 - 589 10,865
Real estate mortgages
1-4 family residential, first lien, investment - - 35,102 1,724 229 483 37,538
1-4 family residential, first lien, owner occupied - - 15,207 325 - 1,097 16,629
1-4 family residential, junior lien - - 2,214 326 189 142 2,871
Home equity lines of credit, first lien - - 7,872 40 - - 7,912
Home equity lines of credit, junior lien - - 13,911 - - 111 14,022
Farm - - 11,253 - - - 11,253
Multifamily - - 31,052 - - - 31,052
Commercial owner occupied - 695 81,582 1,019 - - 83,296
Commercial non-owner occupied - - 104,963 1,012 - 1,087 107,062
Consumer
Consumer revolving credit 65 19,766 539 - - 3 20,373
Consumer all other credit 284 9,977 1,027 4 - 36 11,328
Student loans purchased - - 56,011 889 - - 56,900
Total Loans $ 6,715 $ 54,663 $ 407,836 $ 5,603 $ 654 $ 6,664 $ 482,135

17


In addition, the adequacy of the Company’s allowance for loan losses is evaluated through reference to eight qualitative factors, listed below and ranked in order of importance:

      1)      

Changes in national and local economic conditions, including the condition of various market segments

2)

Changes in the value of underlying collateral

3)

Changes in volume of classified assets, measured as a percentage of capital

4)

Changes in volume of delinquent loans

5)

The existence and effect of any concentrations of credit and changes in the level of such concentrations

6)

Changes in lending policies and procedures, including underwriting standards

7)

Changes in the experience, ability and depth of lending management and staff

8)

Changes in the level of policy exceptions

It has been the Company’s experience that the first five factors drive losses to a much greater extent than the last three factors; therefore, the first five factors are weighted more heavily. Qualitative factors are not assessed against loans rated “Excellent” or “Good.”

For each segment and class of loans, management must exercise significant judgment to determine the estimation method that fits the credit risk characteristics of its various segments. Although this evaluation is inherently subjective, qualified management utilizes its significant knowledge and experience related to both the Company’s market and the history of the Company’s loan losses.

Impaired loans are individually evaluated and, if deemed appropriate, a specific allocation is made for these loans. In reviewing the loans classified as impaired loans totaling $2.5 million at September 30, 2017, there was no specific valuation allowance on any of these loans after consideration was given for each borrowing as to the fair value of the collateral on the loan or the present value of expected future cash flows from the borrower.

18


A summary of the transactions in the Allowance for Loan Losses by loan portfolio segment for the nine months ended September 30, 2017 and the year ended December 31, 2016 appears below (dollars in thousands):

Allowance for Loan Losses Rollforward by Portfolio Segment
As of and for the period ended September 30, 2017

Real Estate
Commercial Construction Real Estate Consumer
      Loans       and Land       Mortgages       Loans       Total
Allowance for Loan Losses:
Balance as of January 1, 2017 $        824 $        127 $     2,506 $     231 $     3,688
Charge-offs (111 ) - - - (111 )
Recoveries 21 - 2 11 34
Provision for (recovery of) loan losses 216 68 (30 ) (41 ) 213
Ending Balance $ 950 $ 195 $ 2,478 $ 201 $ 3,824
 
Ending Balance:
Individually evaluated for impairment $ - $ - $ - $ - $ -
Collectively evaluated for impairment 950 195 2,478 201 3,824
 
Loans:
Individually evaluated for impairment $ - $ 43 $ 1,470 $ 937 $ 2,450
Collectively evaluated for impairment 82,214 25,104 308,599 82,657 498,574
Ending Balance $ 82,214 $ 25,147 $ 310,069 $ 83,594 $ 501,024
 
As of and for the year ended December 31, 2016
 
  Real Estate
  Commercial Construction Real Estate Consumer
  Loans and Land Mortgages Loans Total
Allowance for Loan Losses:
Balance as of January 1, 2016 $ 797 $ 159 $ 2,592 $ 19 $     3,567
Charge-offs (25 ) - (12 ) - (37 )
Recoveries 32 - 3 12 47
Provision for (recovery of) loan losses 20 (32 ) (77 ) 200 111
Ending Balance $ 824 $ 127 $ 2,506 $ 231 $ 3,688
 
Ending Balance:
Individually evaluated for impairment $ - $ - $ - $ - $ -
Collectively evaluated for impairment 824 127 2,506 231 3,688
 
Loans:
Individually evaluated for impairment $ - $ 51 $ 1,482 $ 889 $ 2,422
Collectively evaluated for impairment 66,217 15,631 310,153 87,712 479,713
Ending Balance $ 66,217 $ 15,682 $ 311,635 $ 88,601 $ 482,135

As previously mentioned, one of the major factors that the Company uses in evaluating the adequacy of its allowance for loan losses is changes in the volume of delinquent loans. Management monitors payment activity on a regular basis. For all classes of loans, the Company considers the entire balance of the loan to be contractually delinquent if the minimum payment is not received by the due date. Interest and fees continue to accrue on past due loans until they are changed to non-accrual status.

19


The following tables show the aging of past due loans as of September 30, 2017 and December 31, 2016. Also included are loans that are 90 or more days past due but still accruing, because they are well secured and in the process of collection. (Dollars below reported in thousands.)

Past Due Aging as of
September 30, 2017

30-59 60-89 90 Days or 90 Days
Past Due
Days Past Days Past More Past Total Past Total and Still
Due Due Due Due Current Loans Accruing
Commercial loans                          
Commercial and industrial - organic $        - $          - $      - $      - $       42,230 $      42,230 $         -
Commercial and industrial - government guaranteed - - - - 22,722 22,722 -
Commercial and industrial - syndicated - - - - 17,262 17,262 -
Real estate construction and land
Residential construction - - - - 2,310 2,310 -
Commercial construction - - - - 12,788 12,788 -
Land and land development 18 - - 18 10,031 10,049 -
Real estate mortgages
1-4 family residential, first lien, investment - - - - 39,251 39,251 -
1-4 family residential, first lien, owner occupied - - 18 18 16,791 16,809 18
1-4 family residential, junior lien 249 - - 249 3,144 3,393 -
Home equity lines of credit, first lien - - - - 8,968 8,968 -
Home equity lines of credit, junior lien - - - - 13,498 13,498 -
Farm - - - - 10,551 10,551 -
Multifamily - - - - 31,948 31,948 -
Commercial owner occupied - - - - 77,823 77,823 -
Commercial non-owner occupied - - - - 107,828 107,828 -
Consumer loans
Consumer revolving credit - - - - 22,459 22,459 -
Consumer all other credit - 1 - 1 9,704 9,705 -
Student loans purchased 500 162 324 986 50,444 51,430 324
Total Loans $ 767 $ 163 $ 342 $ 1,272 $ 499,752 $ 501,024 $ 342

 

Past Due Aging as of
December 31, 2016

30-59 60-89 90 Days or 90 Days
Past Due
Days Past Days Past More Past Total Past Total and Still
   Due    Due    Due    Due    Current    Loans    Accruing
Commercial loans
Commercial and industrial - organic $        65 $          61 $      - $ 126 $       41,434 $       41,560 $         -
Commercial and industrial - government guaranteed - - - - 5,550 5,550 -
Commercial and industrial - syndicated - - - - 19,107 19,107 -
Real estate construction and land
Residential construction - - - - 395 395 -
Commercial construction - - - - 4,422 4,422 -
Land and land development - - 22 22 10,843 10,865 -
Real estate mortgages
1-4 family residential, first lien, investment 125 - - 125 37,413 37,538 -
1-4 family residential, first lien, owner occupied - - 20 20 16,609 16,629 20
1-4 family residential, junior lien - - - - 2,871 2,871 -
Home equity lines of credit, first lien - - - - 7,912 7,912 -
Home equity lines of credit, junior lien 36 - - 36 13,986 14,022 -
Farm - - - - 11,253 11,253 -
Multifamily - - - - 31,052 31,052 -
Commercial owner occupied - - - - 83,296 83,296 -
Commercial non-owner occupied - - - - 107,062 107,062 -
Consumer loans
Consumer revolving credit - - - - 20,373 20,373 -
Consumer all other credit 1 48 - 49 11,279 11,328 -
Student loans purchased 1,316 139 188 1,643 55,257 56,900 188
Total Loans $ 1,543 $ 248 $ 230 $ 2,021 $ 480,114 $ 482,135 $ 208

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Note 5. Intangible Assets

On February 1, 2016 (the “Effective Date”), VNB Wealth purchased the book of business, including interest in the client relationships (“Purchased Relationships”), from a current officer (the “Seller”) of VNB Wealth pursuant to an employment and asset purchase agreement (the “Purchase Agreement”). Prior to becoming an employee of VNB Wealth and until the Effective Date of the sale, the Seller provided services to these Purchased Relationships as a sole proprietor. As of January 15, 2016, the fair value of the assets under management associated with the Purchased Relationships totaled $31.5 million. Under the terms of the Purchase Agreement, the Company will receive all future revenue for investment management, advisory, brokerage, insurance, consulting, trust and related services performed for the Purchased Relationships.

The purchase price of $1.2 million is payable over a five year period. During the first quarter of 2016, the Company recognized goodwill and other intangible assets arising from this purchase. As required under ASC Topic 805, “Business Combinations,” using the acquisition method of accounting, below is a summary of the net asset values, as determined by an independent third party, based on the fair value measurements and the purchase price. The intangible assets identified below will be amortized using a straight line method over the estimated useful life, and the amortized cost will be shown as noninterest expense. In accordance with ASC 350, “Intangibles-Goodwill and Other,” the Company will review the carrying value of indefinite lived goodwill at least annually or more frequently if certain impairment indicators exist. (Dollars below reported in thousands.)

Estimated
% of Total Economic Useful
            Fair Value         Intangible Assets       Life
Identified Intangible Assets
Non-Compete Agreement $ 103 9.0% 3 years
Customer Relationships Intangible 670 58.5% 10 years
Total Identified Intangible Assets $ 773 67.5%
 
Goodwill $ 372 32.5% Indefinite
Total Intangible Assets $ 1,145 100.0%

Through the nine months ended September 2017 and 2016, the Company recognized $87 thousand and $68 thousand, respectively, in amortization expense from these identified intangible assets with a finite life. The net carrying value of $604 thousand will be recognized as amortization expense in future reporting periods through 2026. The following shows the gross and net balance of these intangible assets as of September 30, 2017. (Dollars below reported in thousands.)

Gross Carrying Accumulated Net Carrying
Value Amortization       Value
Identified Intangible Assets                  
Non-Compete Agreement $      103 $      57 $       46
Customer Relationships Intangible 670 112 $ 558
Total Identified Intangible Assets $ 773 $ 169 $ 604

As of September 30, 2017, the Company carried a contingent liability of $156 thousand, representing the net of the fair value of the purchase price, less the initial two annual payments made to the Seller. The remaining three annual payments as delineated in the Purchase Agreement will be paid from this liability.

21


Note 6. Net Income Per Share and Stock Repurchase Program

On September 22, 2014, the Company announced the approval by its Board of Directors of a stock repurchase program authorizing repurchase of up to 400,000 shares of the Company's common shares through September 18, 2015. The Company announced on September 21, 2015 that its Board of Directors extended the program for another year. A total of 343,559 shares at a weighted average price of $22.89 per share were repurchased through the program. The program expired on September 18, 2016.

The following shows the weighted average number of shares used in computing net income per common share and the effect on the weighted average number of shares of diluted potential common stock for the three and nine months ended September 30, 2017 and 2016. Potential dilutive common stock equivalents have no effect on net income available to common shareholders. (Dollars below reported in thousands except per share data.)

Three Months Ended September 30, 2017 September 30, 2016
Weighted Per Weighted Per
Average Share Average Share
      Net Income       Shares       Amount       Net Income       Shares       Amount
Basic net income per share $      1,745 2,401,083 $      0.73 $      1,396 2,366,530 $      0.59
Effect of dilutive stock options - 20,965 - - 13,863 -
Diluted net income per share $ 1,745 2,422,048 $ 0.72 $ 1,396 2,380,393 $ 0.59
 
Nine Months Ended September 30, 2017 September 30, 2016
Weighted Per Weighted Per
Average Share Average Share
Net Income Shares Amount Net Income Shares Amount
Basic net income per share $ 5,400 2,387,960 $ 2.26 $ 4,261 2,369,517 $ 1.80
Effect of dilutive stock options - 21,521 - - 14,393 -
Diluted net income per share $ 5,400 2,409,481 $ 2.24 $ 4,261 2,383,910 $ 1.79

For the nine-month period ended September 30, 2017, there were no shares considered anti-dilutive and excluded from this calculation. For the nine-month period ended September 30, 2016, option shares totaling 59,110 were considered anti-dilutive and were excluded from this calculation.

Note 7. Stock Incentive Plans

At the Annual Shareholders Meeting on May 21, 2014, shareholders approved the Virginia National Bankshares Corporation 2014 Stock Incentive Plan (“2014 Plan”). The 2014 Plan makes available up to 250,000 shares of the Company’s common stock to be issued to plan participants. Similar to the Company’s 2003 Stock Incentive Plan (“2003 Plan”) and 2005 Stock Incentive Plan (“2005 Plan”), the 2014 Plan provides for granting of both incentive and nonqualified stock options, as well as restricted stock and other stock based awards. No new grants will be issued under the 2003 Plan or the 2005 Plan as these plans have expired.

For all of the Company’s stock incentive plans (the “Plans”), the option price of incentive stock options will not be less than the fair value of the stock at the time an option is granted. Nonqualified stock options may be granted at prices established by the Board of Directors, including prices less than the fair value on the date of grant. Outstanding stock options generally expire in ten years from the grant date. Stock options generally vest by the fourth or fifth anniversary of the date of the grant.

22


A summary of the shares issued and available under each of the Plans is shown below as of September 30, 2017. Although the 2003 Plan and 2005 Plan have expired and no new grants will be issued under these plans, there were options issued before the plans expired which are still outstanding as shown below.

      2003 Plan       2005 Plan       2014 Plan
Aggregate shares issuable 128,369 230,000 250,000
Options issued, net of forfeited and expired options (108,054 ) (67,507 ) (2,000 )
Cancelled due to Plan expiration (20,315 ) (162,493 ) -
Remaining available for grant - - 248,000
 
Grants issued and outstanding:
 
Total vested and unvested shares 15,568 26,357 2,000
 
Fully vested shares 15,568 25,107 -
 
Exercise price range $     
$
18.26 to
18.26
$     
$
11.74 to
23.26
$     
$
30.20 to
30.20

The Company accounts for all of its stock incentive plans under recognition and measurement accounting principles which require that the compensation cost relating to stock-based payment transactions be recognized in the financial statements. Stock-based compensation arrangements include stock options and restricted stock. All stock-based payments to employees are required to be valued at a fair value on the date of grant and expensed based on that fair value over the applicable vesting period. For the nine months ended September 30, 2017 and 2016, the Company recognized $8 thousand and $20 thousand, respectively, in compensation expense for stock options. As of September 30, 2017, there was $10 thousand in unamortized compensation expense remaining to be recognized in future reporting periods through 2021.

Stock Options

Changes in the stock options outstanding related to all of the Plans are summarized as follows (dollars in thousands except per share data):

September 30, 2017
Weighted Average Aggregate
      Number of Options       Exercise Price       Intrinsic Value
Outstanding at January 1, 2017                  98,893 $      22.83 $      592
Issued 2,000 30.20
Exercised (41,903 ) 22.70
Forfeited (4,600 ) 26.96
Expired (10,465 ) 30.86
Outstanding at September 30, 2017 43,925 $ 20.96 $ 656
 
Options exercisable at September 30, 2017 40,675 $ 20.59 $ 623

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The fair value of any grant is estimated at the grant date using the Black-Scholes pricing model. There were no stock option grants during the twelve months ended December 31, 2016. During the first nine months of 2017, a stock option grant of 2,000 shares was issued, and the fair value on the grant issued was estimated based on the assumptions noted in the following table:

For the nine months ended
      September 30, 2017
Expected volatility1                              17.90 %
Expected dividends2 1.72 %
Expected term (in years)3 6.25
Risk-free rate4 2.00 %
 
1 Based on the monthly historical volatility of the Company’s stock price over the expected life of the options.
 
2 Calculated as the ratio of historical dividends paid per share of common stock to the stock price on the date of grant.
 
3 Based on the average of the contractual life and vesting period for the respective option.
 
4 Based upon an interpolated US Treasury yield curve interest rate that corresponds to the contractual life of the option, in effect at the time of the grant.

Summary information pertaining to options outstanding at September 30, 2017 is as follows:

Options Outstanding Options Exercisable
Weighted- Weighted- Weighted-
Number of Average Average Number of Average
Options Remaining Exercise Options Exercise
Exercise Price       Outstanding       Contractual Life       Price       Exercisable       Price
$     11.74 to 20.00 19,118 2.1 Years $ 17.84 17,868 $ 17.82
$     20.01 to 30.00 22,807 0.9 Years 22.76 22,807 22.76
$     30.01 to 36.74 2,000 9.5 Years 30.20 0 -
Total 43,925 1.8 Years $ 20.96 40,675 $ 20.59

Restricted Stock

There were no restricted stock grants outstanding throughout 2016 or as of September 30, 2017. No restricted stock grants were awarded during 2016 or the first nine months of 2017.

Note 8. Fair Value Measurements

Determination of Fair Value

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. This codification clarifies that the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

24


Fair Value Hierarchy

In accordance with this guidance, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

Level 1 –     

Valuation is based on quoted prices in active markets for identical assets and liabilities.

 

Level 2 –

Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.

 
Level 3 –

Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the consolidated financial statements:

Securities available for sale

Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2).

The following tables present the balances measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 (dollars in thousands):

Fair Value Measurements at September 30, 2017 Using:
Quoted Prices in Significant Other Significant
Active Markets for Observable Unobservable
Identical Assets Inputs Inputs
Description       Balance       (Level 1)       (Level 2)       (Level 3)
Assets:
U.S. Government agencies $      19,166 $ - $ 19,166 $ -
Mortgage-backed securities/CMOs 31,624 - 31,624 -
Municipal bonds 20,259 - 20,259 -
Total securities available for sale $ 71,049 $ - $ 71,049 $ -
 
Fair Value Measurements at December 31, 2016 Using:
Quoted Prices in Significant Other Significant
Active Markets for Observable Unobservable
Identical Assets Inputs Inputs
Description Balance (Level 1) (Level 2) (Level 3)
Assets:
U.S. Government agencies $ 14,501 $ - $ 14,501 $ -
Corporate bonds 2,010 - 2,010 -
Mortgage-backed securities/CMOs 24,982 - 24,982 -
Municipal bonds 15,169 - 15,169 -
Total securities available for sale $ 56,662 $ - $ 56,662 $ -

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Certain assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write downs of individual assets. The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the consolidated financial statements:

Impaired Loans

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected when due. The measurement of loss associated with impaired loans can be based on either the observable market price of the loan or the fair value of the collateral. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level 2). However, if the collateral value is significantly adjusted due to differences in the comparable properties, or is discounted by the Company because of marketability, then the fair value is considered Level 3.

The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business’ financial statements if not considered significant. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3).

Impaired loans allocated to the Allowance for Loan Losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income. The Company had impaired loans of $2.5 million as of September 30, 2017 and $2.4 million as of December 31, 2016. None of these impaired loans required a valuation allowance after consideration was given for each borrowing as to the fair value of the collateral on the loan or the present value of expected future cash flows from the customer.

Other Real Estate Owned

Other real estate owned (“OREO”) is measured at fair value less cost to sell, based on an appraisal conducted by an independent, licensed appraiser outside of the Company. If the collateral value is significantly adjusted due to differences in the comparable properties, or is discounted by the Company because of marketability, then the fair value is considered Level 3. OREO is measured at fair value on a nonrecurring basis. Any initial fair value adjustment is charged against the Allowance for Loan Losses. Subsequent fair value adjustments are recorded in the period incurred and included in other noninterest expense on the Consolidated Statements of Income. As of September 30, 2017 and December 31, 2016, the Company had no OREO property.

ASC 825, “Financial Instruments,” requires disclosures about fair value of financial instruments for interim periods and excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

Cash and cash equivalents

For those short-term instruments, including cash, due from banks, federal funds sold and interest-bearing deposits maturing within ninety days, the carrying amount is a reasonable estimate of fair value.

Securities

Fair values for securities, excluding restricted securities, are based on third party vendor pricing models. The carrying value of restricted securities consists of stock in FRB, FHLB, and CBBFC and is based on the redemption provisions of each entity and therefore excluded from the following table.

Loans

The fair value of performing loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar remaining maturities. This calculation ignores loan fees and certain factors affecting the interest rates charged on various loans, such as the borrower’s creditworthiness and compensating balances and dissimilar types of real estate held as collateral. The fair value of impaired loans is measured as described within the Impaired Loans section of this note.

Bank owned life insurance

The carrying amounts of bank owned life insurance approximate fair value.

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Accrued interest

The carrying amounts of accrued interest approximate fair value.

Deposit liabilities

The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities.

Repurchase agreements and other borrowings

The carrying amounts of repurchase agreements and other borrowings, including federal funds purchased and FHLB advances, approximate fair value.

Off-balance sheet financial instruments

Fair values for off-balance-sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. For the reporting period, the fair value of unfunded loan commitments and standby letters of credit were deemed to be immaterial and therefore, they have not been included in the following tables.

27


The carrying values and estimated fair values of the Company's financial instruments as of September 30, 2017 and December 31, 2016 are as follows (dollars in thousands):

Fair Value Measurement at September 30, 2017 using:
Quoted Prices Significant
in Active Other Significant
Markets for Observable Unobservable
Identical Assets Inputs Inputs
      Carrying value       Level 1       Level 2       Level 3       Fair Value
Assets
Cash and cash equivalent $      10,298 $      10,298 $      - $      - $      10,298
Available for sale securities 71,049 - 71,049 - 71,049
Loans, net 497,200 - - 490,081 490,081
Bank owned life insurance 14,229 - 14,229 - 14,229
Accrued interest receivable 1,850 - 395 1,455 1,850
 
Liabilities
Demand deposits and interest-bearing transaction and money market accounts $ 393,221 $ - $ 393,221 $ - $ 393,221
Certificates of deposit 114,049 - 113,992 - 113,992
Repurchase agreements and other borrowings 37,001 - 37,001 - 37,001
Accrued interest payable 123 - 123 - 123
 
Fair Value Measurement at December 31, 2016 using:
Quoted Prices Significant
in Active Other Significant
Markets for Observable Unobservable
Identical Assets Inputs Inputs
Carrying value Level 1 Level 2 Level 3 Fair Value
Assets
Cash and cash equivalent $ 38,500 $ 38,500 $ - $ - $ 38,500
Available for sale securities 56,662 - 56,662 - 56,662
Loans, net 478,447 - - 476,438 476,438
Bank owned life insurance 13,917 - 13,917 - 13,917
Accrued interest receivable 1,662 - 272 1,390 1,662
 
Liabilities
Demand deposits and interest-bearing transaction and money market accounts $ 409,625 $ - $ 409,625 $ - $ 409,625
Certificates of deposit 115,026 - 114,979 - 114,979
Repurchase agreements and other borrowings 19,700 - 19,700 - 19,700
Accrued interest payable 107 - 107 - 107

28


The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. Consequently, the fair values of the Company’s financial instruments will fluctuate when interest rate levels change, and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk; however, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

Note 9. Other Comprehensive Income

A component of the Company’s other comprehensive income, in addition to net income from operations, is the recognition of the unrealized gains and losses on available for sale securities, net of income taxes. Reclassifications of realized gains and losses on available for sale securities are reported in the income statement as “Gains (losses) on sales and calls of securities” with the corresponding income tax effect reflected as a component of income tax expense. Amounts reclassified out of accumulated other comprehensive income are presented below for the three and nine months ended September 30, 2017 and 2016 (dollars in thousands):

Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Available for sale securities:
Realized gains (losses) on sales and calls of securities       $ (78 )       $ 181       $ (74 )       $ 189
Tax effect 27 (62 ) 25 (64 )
Realized gains (losses), net of tax $                       (51 ) $                       119 $                        (49 ) $                     125

Note 10. Segment Reporting

Virginia National Bankshares Corporation has two reportable segments, the Bank and VNB Wealth.

The Company’s commercial banking segment involves making loans and generating deposits from individuals, businesses and charitable organizations. Loan fee income, service charges from deposit accounts, and other non-interest-related fees, such as fees for debit cards and ATM usage and fees for treasury management services, generate additional income for this segment.

The VNB Wealth segment includes (a) trust income from the investment management, wealth advisory and trust and estate services offered by VNBTrust, comprised of both management fees and performance fees, (b) advisory and brokerage income from investment advisory, retail brokerage, annuity and insurance services offered under the name of VNB Investment Services and (c) royalty income from the sale of Swift Run Capital Management, LLC in 2013. More information on royalty income and the related sale can be found under Summary of Significant Accounting Policies in Note 1 of the notes to consolidated financial statements, which is found in Item 8. Financial Statements and Supplementary Data, in the Company’s Form 10-K Report for December 31, 2016 (the “Company’s 2016 Form 10-K”).

A management fee for administrative and technology support services provided by the Bank is charged to VNB Wealth. For both the nine months ended September 30, 2017 and 2016, management fees of $75 thousand were charged to VNB Wealth and eliminated in consolidated totals.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies provided earlier in this report. Each reportable segment is a strategic business unit that offers different products and services. They are managed separately, because each segment appeals to different markets and, accordingly, require different technology and marketing strategies.

29


Segment information for the three and nine months ended September 30, 2017 and 2016 is shown in the following tables (dollars in thousands). The VNB Wealth total assets as shown in the following tables represent the assets of VNB Wealth and should not be confused with client assets under management.

Three months ended September 30, 2017       Bank       VNB Wealth       Consolidated
Net interest income $ 5,457 $ 26 $ 5,483
Provision for loan losses 168 - 168
Noninterest income 610 548 1,158
Noninterest expense 3,380 537 3,917
Income before income taxes 2,519 37 2,556
Provision for income taxes 798 13 811
Net income $ 1,721 $       24 $ 1,745
Total assets $ 600,690 $ 9,638 $ 610,328
 
Three months ended September 30, 2016 Bank VNB Wealth Consolidated
Net interest income $ 4,526 $ 11 $ 4,537
Provision for loan losses 104 - 104
Noninterest income 909 504 1,413
Noninterest expense 3,291 530 3,821
Income (loss) before income taxes 2,040 (15 ) 2,025
Provision for (benefit of) income taxes 634 (5 ) 629
Net income (loss) $ 1,406 $ (10 ) $ 1,396
Total assets $ 559,933 $ 9,606 $ 569,539
 
Nine months ended September 30, 2017 Bank VNB Wealth Consolidated
Net interest income $ 15,798 $ 66 $ 15,864
Provision for loan losses 213 - 213
Noninterest income 1,977 1,757 3,734
Noninterest expense 9,858 1,597 11,455
Income before income taxes 7,704 226 7,930
Provision for income taxes 2,452 78 2,530
Net income $ 5,252 $ 148 $ 5,400
 
Nine months ended September 30, 2016 Bank VNB Wealth Consolidated
Net interest income $ 13,447 $ 34 $       13,481
Provision for (recovery of) loan losses (291 ) - (291 )
Noninterest income 2,332 1,455 3,787
Noninterest expense 9,645 1,732 11,377
Income (loss) before income taxes 6,425 (243 ) 6,182
Provision for (benefit of) income taxes 2,003 (82 ) 1,921
Net income (loss) $      4,422 $ (161 ) $ 4,261

30


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with Virginia National Bankshares Corporation’s consolidated financial statements, and notes thereto, for the year ended December 31, 2016, included in the Company’s 2016 Form 10-K. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results for the year ending December 31, 2017 or any future period.

FORWARD-LOOKING STATEMENTS AND FACTORS THAT COULD AFFECT FUTURE RESULTS

Certain statements contained or incorporated by reference in this quarterly report on Form 10-Q, including but not limited to, statements concerning future results of operations or financial position, borrowing capacity and future liquidity, future investment results, future credit exposure, future loan losses and plans and objectives for future operations, change in laws and regulations applicable to the Company and its subsidiaries, adequacy of funding sources, actuarial expected benefit payment, valuation of foreclosed assets, regulatory requirements, economic environment and other statements contained herein regarding matters that are not historical facts, are “forward-looking statements” as defined in the Securities Exchange Act of 1934. Such statements are often characterized by use of qualified words such as “expect,” “believe,” “estimate,” “project,” “anticipate,” “intend,” “will,” “should” or words of similar meaning or other statements concerning the opinions or judgment of the Company and its management about future events. These statements are not historical facts but instead are subject to numerous assumptions, risks and uncertainties, and represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside our control. Any forward-looking statements made by the Company speak only as of the date on which such statements are made. Our actual results and financial position may differ materially from the anticipated results and financial condition indicated in or implied by these forward-looking statements. The Company makes no commitment to update or revise forward-looking statements in order to reflect new information or subsequent events or changes in expectations.

Factors that could cause our actual results to differ materially from those in the forward-looking statements include, but are not limited to, the following: inflation, interest rates, market and monetary fluctuations; geopolitical developments including acts of war and terrorism and their impact on economic conditions; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board; changes, particularly declines, in economic and business conditions, both generally and in the local markets in which the Company operates; the financial condition of the Company’s borrowers; competitive pressures on loan and deposit pricing and demand; changes in technology and their impact on the marketing of new products and services and the acceptance of these products and services by new and existing customers; the willingness of customers to substitute competitors’ products and services for the Company’s products and services; the impact of changes in financial services laws and regulations (including laws concerning taxes, banking, securities and insurance); changes in accounting principles, policies and guidelines; the ability to retain key personnel; incorrect assumptions regarding the allowance for loan losses; risks and assumptions associated with mergers and acquisitions and other expansion activities; other risks and uncertainties described from time to time in press releases and other public filings; and the Company’s performance in managing the risks involved in any of the foregoing. The foregoing list of important factors is not exclusive, and the Company will not update any forward-looking statement, whether written or oral, that may be made from time to time.

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The accounting and reporting policies followed by the Company conform, in all material respects, to GAAP and to general practices within the financial services industry. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. While the Company bases estimates on historical experience, current information and other factors deemed to be relevant, actual results could differ from those estimates.

The Company considers accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain, and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on the Company’s consolidated financial statements. The Company’s accounting policies are fundamental to understanding management’s discussion and analysis of financial condition and results of operations.

For additional information regarding critical accounting policies, refer to the Application of Critical Accounting Policies and Critical Accounting Estimates section under Item 7 in the Company’s 2016 Form 10-K. There have been no significant changes in the Company’s application of critical accounting policies since December 31, 2016.

31


FINANCIAL CONDITION

Total assets

The total assets of the Company as of September 30, 2017 were $610.3 million. This is a $5.3 million increase from the $605.0 million total assets reported at December 31, 2016 and a $40.8 million increase from the $569.5 million reported at September 30, 2016. The year-over-year net growth in assets was funded largely by a $23.5 million expansion in short-term borrowings and a $12.1 million expansion in deposits.

Federal funds sold

The Company had overnight federal funds sold of $3.2 million at September 30, 2017, compared to $28.5 million and $32.9 million as of December 31, 2016 and September 30, 2016, respectively. Any excess funds are sold on a daily basis in the federal funds market. The Company intends to maintain sufficient liquidity at all times to meet its funding commitments.

The Company continues to participate in the Federal Reserve Bank of Richmond’s Excess Balance Account (“EBA”). The EBA is a limited-purpose account at the Federal Reserve Bank for the maintenance of excess cash balances held by financial institutions. The EBA eliminates the potential of concentration risk that comes with depositing excess balances with one or multiple correspondent banks.

Securities

The Company’s investment securities portfolio as of September 30, 2017 totaled $73.8 million, an increase of $15.4 million from the $58.4 million reported at December 31, 2016 and an increase of $1.6 million from the $72.2 million reported at September 30, 2016. Management proactively manages the mix of earning assets and cost of funds to maximize the earning capacity of the Company. Throughout the third quarter of 2017, lower earning securities were sold and the proceeds were either used to purchase higher yielding securities or fund higher earning loans as the loan funding needs arose. At September 30, 2017, the investment securities holdings represented 12.1% of the Company’s total assets, compared to 9.7% and 12.7% of total assets at December 31, 2016 and September 30, 2016, respectively.

The Company’s investment securities portfolio included restricted securities totaling $2.7 million as of September 30, 2017 and $1.7 million as of December 31, 2016 and September 30, 2016. These securities represent stock in the Federal Reserve Bank of Richmond (“FRB-R”), the Federal Home Loan Bank of Atlanta (“FHLB-A”), and CBB Financial Corporation (“CBBFC”), the holding company for Community Bankers Bank. The level of FRB-R and FHLB-A stock that the Company is required to hold is determined in accordance with membership guidelines provided by the Federal Reserve Bank Board of Governors or the Federal Home Loan Bank of Atlanta. The $1.0 million increase from year-end was required by FHLB-A as a result of the Company’s short-term borrowing initiated during the third quarter of 2017. Stock ownership in the bank holding company for Community Bankers’ Bank provides the Bank with several benefits that are not available to non-shareholder correspondent banks. None of these restricted securities are traded on the open market and can only be redeemed by the respective issuer.

At September 30, 2017, the unrestricted securities portfolio totaled $71.0 million. The following table summarizes the Company's available for sale securities by type as of September 30, 2017, December 31, 2016, and September 30, 2016 (dollars in thousands):

    September 30, 2017     December 31, 2016     September 30, 2016
    Percent     Percent Percent
Balance of Total Balance of Total Balance     of Total
U.S.Government agencies $ 19,166 27.0 % $      14,501 25.6 % $      14,955 21.2 %
Corporate bonds - 0.0 % 2,010 3.5 % 6,126 8.7 %
Mortgage-backed securities/CMOs 31,624 44.5 % 24,982 44.1 % 31,497 44.7 %
Municipal bonds 20,259 28.5 % 15,169 26.8 % 17,869 25.4 %
Total available for sale securities $      71,049   100.0 % $ 56,662     100.0 % $ 70,447   100.0 %

The securities are held primarily for earnings, liquidity, and asset/liability management purposes and reviewed quarterly for possible other-than-temporary impairments. During this review, management analyzes the length of time the fair value has been below cost, the expectation for that security’s performance, the creditworthiness of the issuer, and the Company’s intent and ability to hold the security to recovery or maturity. These factors are analyzed for each individual security.

32


Loan portfolio

A management objective is to grow loan balances while maintaining the asset quality of the loan portfolio. The Company seeks to achieve this objective by maintaining rigorous underwriting standards coupled with regular evaluation of the creditworthiness of, and the designation of lending limits for, each borrower. The portfolio strategies include seeking industry, loan size, and loan type diversification in order to minimize credit exposure and originating loans in markets with which the Company is familiar. The predominant market area for loans includes Charlottesville, Albemarle County, Orange County, Harrisonburg, Winchester, Frederick County and areas in the Commonwealth of Virginia that are within a 75 mile radius of any Virginia National Bank office.

As of September 30, 2017, total loans were $501.0 million, compared to the balance of $482.1 million as of December 31, 2016 and $430.9 million at September 30, 2016. Loans as a percentage of total assets at September 30, 2017 were 82.1%, compared to 75.7% as of September 30, 2016. Loans as a percentage of deposits at September 30, 2017 were 98.8%, compared to 87.0% as of September 30, 2016.

The following table summarizes the Company's loan portfolio by type of loan as of September 30, 2017, December 31, 2016, and September 30, 2016 (dollars in thousands):

September 30, 2017 December 31, 2016 September 30, 2016
        Percent         Percent         Percent
Balance of Total Balance of Total Balance of Total
Commercial and industrial $ 82,214 16.4 % $ 66,217 13.7 % $      60,884 14.1 %
Real estate - commercial 217,599 43.4 % 221,410 45.9 % 203,670 47.3 %
Real estate - residential mortgage 92,470 18.5 % 90,225 18.7 % 87,330 20.3 %
Real estate - construction 25,147 5.0 % 15,682 3.3 % 19,628 4.5 %
Consumer loans 83,594 16.7 % 88,601 18.4 % 59,377 13.8 %
Total loans $      501,024   100.0 % $      482,135   100.0 % $ 430,889   100.0 %

From the $430.9 million outstanding at September 30, 2016, gross loans have increased $70.1 million, or 16.3%. Over the one-year period, the significant loan growth was attributable to approximately $30.6 million in net organic loan growth, supplemented by purchases of loans. The purchase of loans is considered a secondary strategy, which allows the Company to supplement organic loan growth and enhance earnings. Purchased loans with balances outstanding of $91.4 million as of September 30, 2017 were comprised of:

Student loans totaling $51.4 million. The Company purchased two student loan packages in 2015. In the fourth quarter of 2016, a third tranche was closed for an additional $24.8 million, inclusive of premium. Along with the purchase of these three packages of student loans, the Company purchased surety bonds that fully insure this portion of the Company’s consumer portfolio.
 

Loans guaranteed by a U.S. government agency (“government guaranteed”) totaling $22.7 million, inclusive of premium. During the fourth quarter of 2016, the Company began augmenting the commercial and industrial portfolio with government guaranteed loans which represent the portion of loans that are 100% guaranteed by either the United States Department of Agriculture (“USDA”) or the Small Business Administration (“SBA”); the originating institution holds the unguaranteed portion of the loan and services it. These government guaranteed portion of loans are typically purchased at a premium. In the event of early prepayment, the Company may need to write off any unamortized premium.

   

Syndicated loans totaling $17.3 million. Syndicated loans represent shared national credits in leveraged lending transactions and are included in the commercial and industrial portfolio. The Company has developed policies to limit overall credit exposure to the syndicated market, as well as limits by industry and amount per borrower.

Management will continue to evaluate loan purchase transactions as needed to supplement organic loan growth, as part of its strategy to strengthen earnings and attain an effective mix of earning assets.

While the increase in loan balances slowed to a modest $18.9 million during the first three quarters of 2017, compared to December 31, 2016, the Company experienced significant loan growth in the fourth quarter of 2016 and each of the five quarters ending December 31, 2015. The positive impact to earnings from that significant loan growth has been realized in the first nine months of 2017 and should continue throughout the remainder of the year.

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Loan quality

Non-accrual loans remained low and totaled $186 thousand at September 30, 2017, compared to the $167 thousand and $173 thousand reported at December 31, 2016 and September 30, 2016, respectively. At September 30, 2017, the Company had loans in its portfolio totaling $342 thousand that were ninety or more days past due which were all still accruing interest as the Company deems them to be collectible.

At September 30, 2017, the Company had loans in the amount of $2.5 million classified as impaired loans, of which $2.3 million were Troubled Debt Restructurings (TDRs) that are still accruing interest. At December 31, 2016 and September 30, 2016, the Company had loans in the amount of $2.4 million classified as impaired loans, of which $2.3 million were Troubled Debt Restructurings (TDRs) that are still accruing interest. Based on regulatory guidance on Student Lending issued in May, 2016, the Company has classified 61 of its purchased student loans as TDRs for a total of $937 thousand as of September 30, 2017. These borrowers that should have been in repayment have requested and been granted payment extensions or reductions exceeding the maximum lifetime allowable payment forbearance of twelve months (36 months lifetime allowance for military service), as permitted under the regulatory guidance, and are therefore considered restructurings. Student loan borrowers are allowed in-school deferments, plus an automatic six-month grace period post in-school status, before repayment is scheduled to begin, and these deferments do not count toward the maximum allowable forbearance. As all student loans purchased are fully insured, the Company does not expect to experience a loss on these loans and interest continues to accrue on these TDRs during any deferment and forbearance periods.

Management identifies potential problem loans through its periodic loan review process and considers potential problem loans as those loans classified as special mention, substandard, or doubtful.

Allowance for loan losses

In general, the Company determines the adequacy of its allowance for loan losses by considering the risk classification and delinquency status of loans and other factors. Management may also establish specific allowances for loans which management believes require allowances greater than those allocated according to their risk classification. The purpose of the allowance is to provide for losses inherent in the loan portfolio. Since risks to the loan portfolio include general economic trends as well as conditions affecting individual borrowers, the allowance is an estimate. The Company is committed to determining, on an ongoing basis, the adequacy of its allowance for loan losses. The Company applies historical loss rates to various pools of loans based on risk rating classifications. In addition, the adequacy of the allowance is further evaluated by applying estimates of loss that could be attributable to any one of the following eight qualitative factors:

National and local economic trends;
  
Underlying collateral values;
  
Loan delinquency status and trends;
  
Loan risk classifications;
  
Industry concentrations;
  

Lending policies;

  
Experience, ability and depth of lending staff; and
  

Levels of policy exceptions

As discussed earlier, the Company utilizes a loss migration model. Migration analysis uses loan level attributes to track the movement of loans through various risk classifications in order to estimate the percentage of losses likely in the portfolio.

The relationship of the allowance for loan losses to total loans at September 30, 2017, December 31, 2016, and September 30, 2016 appears below (dollars in thousands):

      September 30,       December 31,         September 30,
2017 2016 2016
Loans held for investment at period-end $      501,024 $      482,135 $      430,889
Allowance for loan losses $ 3,824 $ 3,688 $ 3,278
Allowance as a percent of period-end loans 0.76 % 0.77 % 0.76 %

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A provision for loan losses totaling $213 thousand was recorded in the first nine months of 2017, while a recovery of $291 thousand was recognized for the first nine months of 2016. The following is a summary of the changes in the allowance for loan losses for the nine months ended September 30, 2017 and September 30, 2016 (dollars in thousands):

2017 2016
Allowance for loan losses, January 1       $ 3,688       $ 3,567
Charge-offs  (111 ) (36 )
Recoveries 34 38
Provision for (recovery of) loan losses 213 (291 )
Allowance for loan losses, September 30 $      3,824 $      3,278

For additional insight into management’s approach and methodology in estimating the allowance for loan losses, please refer to the earlier discussion of “Allowance for Loan Losses” in Note 4 of the Notes to Consolidated Financial Statements. In addition, Note 4 includes details regarding the rollforward of the allowance by loan portfolio segments. The rollforward tables indicate the activity for loans that are charged-off, amounts received from borrowers as recoveries of previously charged-off loan balances, and the allocation by loan portfolio segment of the provision made during the period. The events that can positively impact the amount of allowance in a given loan segment include any one or all of the following: the recovery of a previously charged-off loan balance; the decline in the amount of classified or delinquent loans in a loan segment from the previous period, which most commonly occurs when these loans are repaid or are foreclosed; or when there are improvements in the ratios used to estimate the probability of loan losses. Improvements to the ratios could include lower historical loss rates, improvements to any of the qualitative factors mentioned above, or reduced loss expectations for individually-classified loans.

Management reviews the Allowance for Loan Losses on a quarterly basis to ensure it is adequate based upon the calculated potential losses inherent in the portfolio. Management believes the allowance for loan losses was adequately provided for as of September 30, 2017.

Premises and equipment

The Company’s premises and equipment, net of depreciation, as of September 30, 2017 totaled $7.4 million compared to the $8.0 million and $8.2 million as of December 31, 2016 and September 30, 2016, respectively. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed by the straight-line method based on the estimated useful lives of assets. Expenditures for repairs and maintenance are charged to expense as incurred. The costs of major renewals and betterments are capitalized and depreciated over their estimated useful lives. Upon disposition, assets and related accumulated depreciation are removed from the books, and any resulting gain or loss is charged to income.

As of September 30, 2017, the Company and its subsidiaries occupied six full-service banking facilities in the cities of Charlottesville and Winchester, as well as the counties of Albemarle and Orange in Virginia. The Company’s lease for the Loudoun Mall banking office located at 186 North Loudoun Street, Winchester, Virginia expired, and the Company permanently closed that office on October 28, 2016. The Company is continuing to search for at least one new branch office location in Winchester. Any new offices that the Company decides to add are expected to be small commercial spaces.

The multi-story office building at 404 People Place, Charlottesville, Virginia, located in Albemarle County, also serves as the Company’s corporate headquarters and operations center, as well as the principal offices of VNB Wealth.

Both the Arlington Boulevard facility in Charlottesville and the People Place facility also contain office space that is currently under lease to tenants.

Deposits

Depository accounts represent the Company’s primary source of funds and are comprised of demand deposits, interest-bearing checking accounts, money market deposit accounts and time deposits. These deposits have been provided predominantly by individuals, businesses and charitable organizations in the Charlottesville/Albemarle area, the Orange County area, and the Winchester area.

Total deposits as of September 30, 2017 were $507.3 million, down $17.4 million compared to the balances of $524.7 million at December 31, 2016 and up $12.1 million compared to the $495.2 million total as of September 30, 2016. The year-over-year increase was realized predominately in money market accounts.

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Deposit accounts
                                     
(dollars in thousands) September 30, 2017 December 31, 2016 September 30, 2016
      Balance       % of Total
Deposits
      Balance       % of Total
Deposits
      Balance       % of Total
Deposits
No cost and low cost deposits:
Noninterest demand deposits $      166,544 32.8 % $      176,098 33.5 % $      176,063 35.6 %
Interest checking accounts 98,528 19.4 % 96,869 18.5 % 91,808 18.5 %
Money market deposit accounts 128,149 25.3 % 136,658 26.0 % 114,903 23.2 %
Total noninterest and low cost deposit accounts 393,221 77.5 % 409,625 78.0 % 382,774 77.3 %
 
Time deposit accounts:
Certificates of deposit 97,273 19.2 % 90,084 17.2 % 94,469 19.1 %
CDARS deposits 16,776 3.3 % 24,942 4.8 % 17,936 3.6 %
Total certificates of deposit and other time deposits 114,049 22.5 % 115,026 22.0 % 112,405 22.7 %
 
Total deposit account balances $ 507,270        100.0 % $ 524,651      100.0 % $ 495,179      100.0 %

Noninterest-bearing demand deposits on September 30, 2017 were $166.5 million, representing 32.8% of total deposits. Interest-bearing transaction and money market accounts totaled $226.7 million, and represented 44.7% of total deposits at September 30, 2017. Collectively, noninterest-bearing and interest-bearing transaction and money market accounts represented 77.5% of total deposit accounts at September 30, 2017. These account types are an excellent source of low-cost funding for the Company.

The remaining 22.5% of total deposits consisted of certificates of deposit and other time deposit accounts totaling $114.0 million at September 30, 2017. Included in this deposit total are Certificate of Deposit Account Registry Service CDs, known as CDARSTM, whereby depositors can obtain FDIC deposit insurance on account balances of up to $50 million. CDARS deposits totaled $16.8 million as of September 30, 2017.

Repurchase agreements and other borrowings

Short-term borrowings, consisting primarily of FHLB Advances, repurchase agreements, and federal funds purchased are additional sources of funds for the Company. The level of these borrowings is determined by various factors, including customer demand and the Company's ability to earn a favorable spread on the funds obtained.

During the third quarter of 2017, the Company borrowed $25 million from the FHLB, which remained outstanding as of September 30, 2017. The Company had no outstanding borrowings from the FHLB as of December 31, 2016 or September 30, 2016. Average borrowings from the FHLB were $8.2 million during the third quarter of 2017.

Repurchase agreements, also referred to as securities sold under agreement to repurchase, are available to non-individual accountholders on an overnight term through the Company’s investment sweep product. Under the agreements to repurchase, invested funds are fully collateralized by security instruments that are pledged on behalf of customers utilizing this product. Total balances in repurchase agreements as of September 30, 2017 were $12.0 million, compared to $19.7 million and $13.5 million as of December 31, 2016 and September 30, 2016.

The Company had no balances in borrowed overnight federal funds as of September 30, 2017, yet averaged $702 thousand for the third quarter of the year. The Company had no balances in federal funds purchased as of December 31, 2016 or September 30, 2016.

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Shareholders' equity and regulatory capital ratios

The following table displays the changes in shareholders' equity for the Company from December 31, 2016 to September 30, 2017 (dollars in thousands):

Equity, December 31, 2016 $      59,054
Net income 5,400
Other comprehensive income 483
Cash dividends declared (1,077 )
Stock options exercised 981
Equity increase due to expensing of stock options 8
Equity, September 30, 2017 $ 64,849

The Basel III regulatory capital rules effective January 1, 2015 required the Company and its subsidiaries to comply with the following new minimum capital ratios: (i) a new common equity Tier 1 capital ratio of 4.50% of risk-weighted assets; (ii) a Tier 1 capital ratio of 6% of risk-weighted assets (increased from the prior requirement of 4.00%); (iii) a total capital ratio of 8.00% of risk-weighted assets (unchanged from the prior requirement); and (iv) a leverage ratio of 4.00% of total assets (unchanged from the prior requirement). These were the initial capital requirements.

Beginning January 1, 2016 a capital conservation buffer requirement began to be phased in over a four-year period, beginning at 0.625% of risk-weighted assets and increasing annually to 2.50% at January 1, 2019. Therefore, for the calendar year 2017, this 1.25% buffer effectively results in the minimum (i) common equity Tier 1 capital ratio of 5.75% of risk-weighted assets; (ii) Tier 1 capital ratio of 7.25% of risk-weighted assets; and (iii) total capital ratio of 9.25% of risk-weighted assets. The minimum leverage ratio remains at 4.00%. For additional information regarding the new capital requirements, refer to the Supervision and Regulation section, under Item 1. Business, found in the Company’s Form 10-K Report for December 31, 2016.

Using the new capital requirements, the Company’s capital ratios remain well above the levels designated by bank regulators as "well capitalized" at September 30, 2017. Under the current risk-based capital guidelines of federal regulatory authorities, the Company’s common equity Tier 1 capital ratio and Tier 1 capital ratio are both at 12.75% of its risk-weighted assets and are well in excess of the minimum capital requirements of 6.50% and 8.00%, respectively. Additionally, the Company has a total capital ratio of 13.51% of its risk-weighted assets and leverage ratio of 10.30% of total assets, which are both well in excess of the minimum 10.00% and 5.00% level designated by bank regulators under “well capitalized” capital guidelines.

RESULTS OF OPERATIONS

Non-GAAP presentations

The Company, in referring to its net income and net interest income, is referring to income computed in accordance with GAAP, unless otherwise noted. Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations also refer to various calculations that are non-GAAP presentations. They include:

Fully taxable-equivalent (“FTE”) adjustments – Net interest margin and efficiency ratios are presented on an FTE basis, consistent with SEC guidance in Industry Guide 3 which states that tax exempt income may be calculated on a tax equivalent basis. This is a non-GAAP presentation. The FTE basis adjusts for the tax-exempt status of net interest income from certain investments using a federal tax rate of 34%, where applicable, to increase tax-exempt interest income to a taxable-equivalent basis.
   
Net interest margin – Net interest margin (FTE) is calculated as net interest income, computed on an FTE basis, expressed as a percentage of average earning assets. The Company believes this measure to be the preferred industry measurement of net interest margin and that it enhances comparability of net interest margin among peers in the industry.
   
Efficiency ratio – One of the ratios the Company monitors in its evaluation of operations is the efficiency ratio, which measures the cost to produce one dollar of revenue. The Company computes its efficiency ratio (FTE) by dividing noninterest expense by the sum of net interest income (FTE) and noninterest income. A lower ratio is an indicator of increased operational efficiency. This non-GAAP metric is used to assist investors in understanding how management assesses its ability to generate revenues from its non-funding-related expense base, as well as to align presentation of this financial measure with peers in the industry. The Company believes this measure to be the preferred industry measurement of operational efficiency, which is consistent with Federal Deposit Insurance Corporation (“FDIC”) studies.

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Net interest income is discussed in Management’s Discussion and Analysis on a GAAP basis, unless noted as “FTE”; and the reconcilement below shows the fully taxable-equivalent adjustment to net interest income to aid the reader in understanding the computations of net interest margin and the efficiency ratio on a non-GAAP basis (dollars in thousands):

Reconcilement of Non-GAAP Measures For the three months ended For the nine months ended
      September 30, 2017       September 30, 2016       September 30, 2017       September 30, 2016
Net interest income $                  5,483 $                   4,537 $                 15,864 $                 13,481
Fully taxable-equivalent adjustment 40 40 104 124
Net interest income (FTE) $ 5,523 $ 4,577 $ 15,968 $ 13,605
 
Efficiency ratio 59.0 % 64.2 % 58.4 % 65.9 %
Impact of FTE adjustment -0.4 % -0.4 % -0.3 % -0.5 %
Efficiency ratio (FTE) 58.6 % 63.8 % 58.1 % 65.4 %
 
Net interest margin 3.67 % 3.38 % 3.56 % 3.46 %
Fully tax-equivalent adjustment 0.03 % 0.03 % 0.02 % 0.03 %
Net interest margin (FTE) 3.70 % 3.41 % 3.58 % 3.49 %

Net income

Net income for the three months ended September 30, 2017 was $1.7 million, a 25.0% increase compared to the $1.4 million reported for the three months ended September 30, 2016. Net income per diluted share was $0.72 for the quarter ended September 30, 2017 compared to $0.59 per diluted share for the same quarter in the prior year. The $349 thousand increase in net income for the third quarter of 2017, when compared to the same period of 2016, was driven by an increase in net interest income of $946 thousand. Partially offsetting this improvement was a decrease in noninterest income of $255 thousand and increases of $182 thousand in the provision for income taxes, $96 thousand in noninterest expenses, and $64 thousand in the provision for loan losses.

Net income for the first nine months of 2017 was $5.4 million, or 26.7% higher than the reported net income of $4.3 million during the same period in 2016. Net income per diluted share for the first three quarters of 2017 was $2.24, or $0.45 higher than the $1.79 per diluted share reported in the first three quarters of 2016. The $1.1 million increase in net income during the first nine months of 2017 from the first nine months of 2016 was attributable to an increase of $2.4 million in net interest income. Net income was negatively impacted by an increase of $609 thousand in provision for income taxes, an increase of $504 thousand in the provision for loan losses, an increase of $78 thousand in noninterest expense, and a decrease of $53 thousand in noninterest income.

Net interest income

Net interest income for the three months ended September 30, 2017 was $5.5 million, a $946 thousand increase compared to net interest income of $4.5 million for the three months ended September 30, 2016. Net interest income was positively impacted by an increase in average earning assets of $58.1 million. Most of this growth was in higher yielding loans and resulted in average loans for the third quarter of 2017 being $74.4 million higher than the average loans for the third quarter of 2016. For the nine months ended September 30, 2017, the Company recorded $15.9 million in net interest income, or 17.7% more than the $13.5 million recorded for the same nine months a year ago.

Net interest margin (FTE) is the ratio of net interest income (FTE) to average earning assets for the period. The level of interest rates, together with the volume and mix of earning assets and interest-bearing liabilities, impact net interest income (FTE) and net interest margin (FTE). The net interest margin (FTE) of 3.70% for the three months ended September 30, 2017 was 29 basis points higher than the 3.41% for the quarter ended September 30, 2016. The net interest margin (FTE) for the first nine months of 2017 was 3.58% or 12 basis points higher than the 3.46% reported for the same period in 2016. Refer to the Reconcilement of Non-GAAP Measures table within the Non-GAAP presentations section for a reconcilement of GAAP to non-GAAP net interest margin.

Total interest income (FTE) for the nine months ended September 30, 2017 was $2.6 million higher than the same period in the prior year, accounting for the year-to-date increase in net interest income (FTE). The increased loan volume was the major contributor to the increased interest income. This shift resulted in an earning asset yield, as computed on a tax-equivalent basis, of 3.79% on average earning asset balances of $596.2 million for the nine months ended September 30, 2017. The earning asset yield, as computed on a tax-equivalent basis, was 3.64% on average earning asset balances of $524.9 million for the nine months ended September 30, 2016

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The Company’s net interest income continues to benefit from having one of the lowest cost of funds among community banks in the country. A table showing the mix of no cost and low cost deposit accounts is shown under “Financial Condition - Deposits” earlier in this report. Interest expense as a percentage of average earning assets was 0.21% for the nine months ended September 30, 2017 and 0.18% for the nine months ended September 30, 2016.

The following tables detail the average balance sheet, including an analysis of net interest income (FTE) for earning assets and interest bearing liabilities, for the three and nine months ended September 30, 2017 and 2016. These tables also include a rate/volume analysis for these same periods (dollars in thousands).

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Consolidated Average Balance Sheet And Analysis of Net Interest Income

For the three months ended
September 30, 2017 September 30, 2016 Change in Interest Income/Expense
Average Interest Average Average Interest Average Change Due to: 4 Total
    Balance     Income Yield/ Balance Income Yield/ Increase/
(dollars in thousands)       Expense     Cost         Expense     Cost     Volume     Rate     (Decrease)
ASSETS
Interest Earning Assets:
Securities      
Taxable Securities $    71,208 $    351 1.97% $    59,087 $    260 1.76% $    57 $    34 $    91
Tax Exempt Securities 1 13,557 118 3.48% 13,835 118 3.41% (2) 2 -
Total Securities 1 84,765 469 2.21% 72,922 378 2.07% 55 36 91
Total Loans 496,983 5,348 4.27% 422,567 4,385 4.13% 796 167 963
Fed Funds Sold 9,698 30 1.23% 37,310 45 0.48% (50) 35 (15)
Other Interest Bearing Deposits 462 1 0.86% 1,000 3 1.19% (1) (1) (2)
Total Earning Assets 591,908 5,848 3.92% 533,799 4,811 3.59% 800 237 1,037
Less: Allowance for Loan Losses (3,721) (3,186)
Total Non-Earning Assets 36,502 37,321
Total Assets $ 624,689 $ 567,934
 
LIABILITIES AND SHAREHOLDERS' EQUITY    
Interest Bearing Liabilities:
Interest Bearing Deposits:
Interest Checking $ 95,542 $ 12 0.05% $ 93,390 $ 11 0.05% $ - $ 1 $ 1
Money Market Deposits 135,113 96 0.28% 109,535 57 0.21% 15 24 39
Time Deposits 122,586 179 0.58% 113,261 157 0.55% 13 9 22
Total Interest-Bearing Deposits 353,241 287 0.32% 316,186 225 0.28% 28 34 62
Short Term Borrowings 26,013 38 0.58% 16,992 9 0.21% 7 22 29
Total Interest-Bearing Liabilities 379,254 325 0.34% 333,178 234 0.28% 35 56 91
Non-Interest-Bearing Liabilities:
Demand deposits 179,964 173,745
Other liabilities 1,062 1,827
Total Liabilities 560,280 508,750
Shareholders' Equity 64,409 59,184
Total Liabilities & Shareholders' Equity $ 624,689 $ 567,934
Net Interest Income (FTE) $ 5,523 $ 4,577 $ 765 $ 181 $ 946
Interest Rate Spread 2 3.58% 3.31%