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Share Name | Share Symbol | Market | Type |
---|---|---|---|
SB One Bancorp | NASDAQ:SBBX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 18.51 | 17.50 | 18.58 | 0 | 01:00:00 |
[X]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
New Jersey
|
22-3475473
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
100 Enterprise Drive, Suite 700, Rockaway, NJ
|
07866
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer ☐
|
Accelerated filer
x
|
Non-accelerated filer ☐
|
Smaller reporting company
x
|
Emerging growth company ☐
|
Title of Class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, no par value
|
SBBX
|
The NASDAQ Stock Market LLC
|
•
|
changes in the interest rate environment that reduce margins;
|
•
|
changes in the regulatory environment;
|
•
|
the highly competitive industry and market area in which we operate;
|
•
|
general economic conditions, either nationally or regionally, resulting in, among other things, a deterioration in credit quality;
|
•
|
changes in business conditions and inflation;
|
•
|
changes in credit market conditions;
|
•
|
changes in the securities markets which affect investment management revenues;
|
•
|
increases in Federal Deposit Insurance Corporation (“FDIC”) deposit insurance premiums and assessments, which could adversely affect our financial condition;
|
•
|
changes in technology used in the banking business;
|
•
|
the soundness of other financial services institutions, which may adversely affect our credit risk;
|
•
|
our controls and procedures may fail or be circumvented;
|
•
|
new lines of business or new products and services, which may subject us to additional risks;
|
•
|
changes in key management personnel which may adversely impact our operations;
|
•
|
the effect on our operations of recent legislative and regulatory initiatives that were or may be enacted in response to the ongoing financial crisis;
|
•
|
severe weather, natural disasters, acts of war or terrorism and other external events which could significantly impact our business;
|
•
|
the inability to realize expected cost savings or to implement integration plans and other adverse consequences associated with the acquisition of Community Bank of Bergen County (“Community”);
|
•
|
the inability to realize expected cost savings or to implement integration plans and other adverse consequences associated with the acquisition of Enterprise Bank, NJ (“Enterprise”); and
|
•
|
other factors detailed from time to time in our filings with the SEC.
|
(Dollars in Thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
12,509
|
|
|
$
|
11,768
|
|
Interest-bearing deposits with other banks
|
10,494
|
|
|
14,910
|
|
||
Cash and cash equivalents
|
23,003
|
|
|
26,678
|
|
||
|
|
|
|
||||
Interest bearing time deposits with other banks
|
200
|
|
|
200
|
|
||
Securities available for sale, at fair value
|
192,050
|
|
|
182,139
|
|
||
Securities held to maturity, at amortized cost (fair value of $4,117 and $4,152 at March 31, 2019 and December 31, 2018, respectively)
|
4,031
|
|
|
4,078
|
|
||
Other Bank Stock, at cost
|
9,347
|
|
|
11,764
|
|
||
|
|
|
|
||||
Loans receivable, net of unearned income
|
1,513,645
|
|
|
1,474,775
|
|
||
Less: allowance for loan losses
|
9,190
|
|
|
8,775
|
|
||
Net loans receivable
|
1,504,455
|
|
|
1,466,000
|
|
||
Foreclosed real estate
|
3,241
|
|
|
4,149
|
|
||
Premises and equipment, net
|
19,459
|
|
|
19,215
|
|
||
Right-of-use assets, net
|
2,564
|
|
|
—
|
|
||
Accrued interest receivable
|
6,589
|
|
|
6,546
|
|
||
Goodwill and intangibles
|
29,344
|
|
|
29,446
|
|
||
Bank-owned life insurance
|
36,008
|
|
|
35,778
|
|
||
Other assets
|
9,838
|
|
|
9,710
|
|
||
|
|
|
|
||||
Total Assets
|
$
|
1,840,129
|
|
|
$
|
1,795,703
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Non-interest bearing
|
$
|
269,949
|
|
|
$
|
259,807
|
|
Interest bearing
|
1,191,375
|
|
|
1,094,132
|
|
||
Total deposits
|
1,461,324
|
|
|
1,353,939
|
|
||
Short-term borrowings
|
114,800
|
|
|
175,295
|
|
||
Long-term borrowings
|
36,708
|
|
|
44,611
|
|
||
Lease liability
|
2,568
|
|
|
—
|
|
||
Accrued interest payable and other liabilities
|
7,172
|
|
|
8,555
|
|
||
Subordinated debentures
|
27,862
|
|
|
27,859
|
|
||
|
|
|
|
||||
Total Liabilities
|
1,650,434
|
|
|
1,610,259
|
|
||
|
|
|
|
||||
Stockholders' Equity:
|
|
|
|
||||
Preferred stock, no par value, 1,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock, no par value, 10,000,000 shares authorized; 9,470,730 and 9,532,943 shares issued and 9,470,730 and 9,532,943 shares outstanding at March 31, 2019 and December 31, 2018, respectively
|
150,609
|
|
|
150,419
|
|
||
Treasury stock, at cost; 88,091 shares at March 31, 2019
|
(1,926
|
)
|
|
—
|
|
||
Deferred compensation obligation under Rabbi Trust
|
1,689
|
|
|
1,647
|
|
||
Retained earnings
|
40,303
|
|
|
35,192
|
|
||
Accumulated other comprehensive income (loss)
|
709
|
|
|
(167
|
)
|
||
Stock held by Rabbi Trust
|
(1,689
|
)
|
|
(1,647
|
)
|
||
|
|
|
|
||||
Total Stockholders' Equity
|
189,695
|
|
|
185,444
|
|
||
|
|
|
|
||||
Total Liabilities and Stockholders' Equity
|
$
|
1,840,129
|
|
|
$
|
1,795,703
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in thousands except per share data)
|
2019
|
|
2018
|
||||
INTEREST INCOME
|
|
|
|
||||
Loans receivable, including fees
|
$
|
18,160
|
|
|
$
|
11,900
|
|
Securities:
|
|
|
|
||||
Taxable
|
1,175
|
|
|
736
|
|
||
Tax-exempt
|
448
|
|
|
381
|
|
||
Interest bearing deposits
|
49
|
|
|
30
|
|
||
Total Interest Income
|
19,832
|
|
|
13,047
|
|
||
INTEREST EXPENSE
|
|
|
|
||||
Deposits
|
3,864
|
|
|
1,458
|
|
||
Borrowings
|
1,214
|
|
|
506
|
|
||
Subordinated debentures
|
315
|
|
|
315
|
|
||
Total Interest Expense
|
5,393
|
|
|
2,279
|
|
||
Net Interest Income
|
14,439
|
|
|
10,768
|
|
||
PROVISION FOR LOAN LOSSES
|
571
|
|
|
508
|
|
||
Net Interest Income after Provision for Loan Losses
|
13,868
|
|
|
10,260
|
|
||
OTHER INCOME
|
|
|
|
||||
Service fees on deposit accounts
|
330
|
|
|
328
|
|
||
ATM and debit card fees
|
231
|
|
|
213
|
|
||
Bank-owned life insurance
|
230
|
|
|
185
|
|
||
Insurance commissions and fees
|
2,562
|
|
|
1,895
|
|
||
Investment brokerage fees
|
56
|
|
|
22
|
|
||
Other
|
224
|
|
|
214
|
|
||
Total Other Income
|
3,633
|
|
|
2,857
|
|
||
OTHER EXPENSES
|
|
|
|
||||
Salaries and employee benefits
|
6,130
|
|
|
5,058
|
|
||
Occupancy, net
|
779
|
|
|
602
|
|
||
Data processing
|
940
|
|
|
791
|
|
||
Furniture and equipment
|
318
|
|
|
281
|
|
||
Advertising and promotion
|
132
|
|
|
56
|
|
||
Professional fees
|
462
|
|
|
329
|
|
||
Director fees
|
145
|
|
|
147
|
|
||
FDIC assessment
|
166
|
|
|
110
|
|
||
Insurance
|
30
|
|
|
95
|
|
||
Stationary and supplies
|
84
|
|
|
57
|
|
||
Merger-related expenses
|
—
|
|
|
3,293
|
|
||
Loan collection costs
|
120
|
|
|
61
|
|
||
Net expenses and write-downs related to foreclosed real estate
|
65
|
|
|
207
|
|
||
Amortization of intangible assets
|
102
|
|
|
61
|
|
||
Other
|
705
|
|
|
446
|
|
||
Total Other Expenses
|
10,178
|
|
|
11,594
|
|
||
Income before Income Taxes
|
7,323
|
|
|
1,523
|
|
||
EXPENSE FOR INCOME TAXES
|
1,500
|
|
|
215
|
|
||
Net Income
|
5,823
|
|
|
1,308
|
|
||
OTHER COMPREHENSIVE INCOME:
|
|
|
|
||||
Unrealized gain (loss) on available for sale securities arising during the period
|
2,912
|
|
|
(2,167
|
)
|
||
Fair value adjustments on derivatives
|
(1,734
|
)
|
|
1,107
|
|
||
Reclassification adjustment for net (gain) on securities transactions included in net income
|
—
|
|
|
—
|
|
||
Income tax related to items of other comprehensive (loss) income
|
(302
|
)
|
|
277
|
|
||
Other comprehensive income (loss), net of income taxes
|
876
|
|
|
(783
|
)
|
||
Comprehensive income
|
$
|
6,699
|
|
|
$
|
525
|
|
EARNINGS PER SHARE
|
|
|
|
||||
Basic
|
$
|
0.62
|
|
|
$
|
0.17
|
|
Diluted
|
$
|
0.62
|
|
|
$
|
0.17
|
|
(Dollars in Thousands)
|
Number of
Shares
Outstanding
|
|
Common
Stock
|
|
Deferred Compensation Obligation Under Rabbi Trust
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income
|
|
Stock Held by Rabbi Trust
|
|
Treasury
Stock
|
|
Total
Stockholders'
Equity
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance December 31, 2017
|
6,040,564
|
|
|
$
|
65,274
|
|
|
1,399
|
|
|
$
|
27,532
|
|
|
$
|
1,387
|
|
|
(1,399
|
)
|
|
$
|
—
|
|
|
$
|
94,193
|
|
||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,308
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,308
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(783
|
)
|
|
—
|
|
|
—
|
|
|
(783
|
)
|
|||||||
Shares issued in merger
|
1,873,028
|
|
|
51,883
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,883
|
|
|||||||
Funding of Supplemental Director Retirement Plan
|
—
|
|
|
—
|
|
|
46
|
|
|
|
|
|
|
(46
|
)
|
|
|
|
—
|
|
||||||||||
Common stock issued
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Restricted stock granted
|
20,169
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Restricted stock forfeited
|
(4,148
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Compensation expense related to stock option and restricted stock grants
|
—
|
|
|
165
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
165
|
|
|||||||
Dividends declared on common stock ($0.06 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(474
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(474
|
)
|
|||||||
Balance March 31, 2018
|
7,929,613
|
|
|
$
|
117,322
|
|
|
$
|
1,445
|
|
|
$
|
28,366
|
|
|
$
|
604
|
|
|
$
|
(1,445
|
)
|
|
$
|
—
|
|
|
$
|
146,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance December 31, 2018
|
9,532,943
|
|
|
$
|
150,419
|
|
|
1,647
|
|
|
$
|
35,192
|
|
|
$
|
(167
|
)
|
|
(1,647
|
)
|
|
$
|
—
|
|
|
$
|
185,444
|
|
||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
5,823
|
|
|
—
|
|
|
|
|
—
|
|
|
5,823
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
876
|
|
|
—
|
|
|
—
|
|
|
876
|
|
|||||||
Treasury shares purchased
|
(88,091
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
(1,926
|
)
|
|
(1,926
|
)
|
||||||||
Funding of Supplemental Director Retirement Plan
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|||||||
Restricted stock granted
|
41,832
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||||||||
Restricted stock forfeited
|
(15,954
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Compensation expense related to stock option and restricted stock grants
|
—
|
|
|
190
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
190
|
|
||||||||
Dividends declared on common stock ($0.075 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(712
|
)
|
|
—
|
|
|
|
|
—
|
|
|
(712
|
)
|
||||||||
Balance March 31, 2019
|
9,470,730
|
|
|
$
|
150,609
|
|
|
$
|
1,689
|
|
|
$
|
40,303
|
|
|
$
|
709
|
|
|
$
|
(1,689
|
)
|
|
$
|
(1,926
|
)
|
|
$
|
189,695
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Cash Flows from Operating Activities
|
|
|
|
||||
Net income
|
$
|
5,823
|
|
|
$
|
1,308
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Provision for loan losses
|
571
|
|
|
508
|
|
||
Depreciation and amortization
|
537
|
|
|
454
|
|
||
Net amortization of securities premiums and discounts
|
501
|
|
|
485
|
|
||
Amortization of subordinated debt issuance costs
|
3
|
|
|
3
|
|
||
Net realized gain on sale of foreclosed real estate
|
9
|
|
|
—
|
|
||
Write-downs of and provisions for foreclosed real estate
|
6
|
|
|
105
|
|
||
Deferred income tax (benefit) expense
|
(1,534
|
)
|
|
488
|
|
||
Earnings on bank-owned life insurance
|
(230
|
)
|
|
(185
|
)
|
||
Compensation expense for stock options and stock awards
|
191
|
|
|
165
|
|
||
(Increase) decrease in assets:
|
|
|
|
|
|
||
Accrued interest receivable
|
(43
|
)
|
|
(1,789
|
)
|
||
Other assets
|
1,556
|
|
|
1,081
|
|
||
Decrease in accrued interest payable and other liabilities
|
(454
|
)
|
|
(1,114
|
)
|
||
Net Cash Provided by Operating Activities
|
6,936
|
|
|
1,509
|
|
||
Cash Flows from Investing Activities
|
|
|
|
||||
Net cash acquired in acquisition
|
—
|
|
|
6,651
|
|
||
Securities available for sale:
|
|
|
|
||||
Purchases
|
(9,565
|
)
|
|
(79,863
|
)
|
||
Sales
|
—
|
|
|
75,909
|
|
||
Maturities, calls and principal repayments
|
2,072
|
|
|
1,850
|
|
||
Securities held to maturity:
|
|
|
|
||||
Purchases
|
(200
|
)
|
|
(240
|
)
|
||
Maturities, calls and principal repayments
|
239
|
|
|
—
|
|
||
Net increase in loans
|
(39,026
|
)
|
|
(31,674
|
)
|
||
Proceeds from the sale of foreclosed real estate
|
893
|
|
|
—
|
|
||
Purchases of bank premises and equipment
|
(678
|
)
|
|
(64
|
)
|
||
Net decrease (increase) in Federal Home Loan Bank stock
|
2,417
|
|
|
(2,528
|
)
|
||
Net Cash Used in Investing Activities
|
(43,848
|
)
|
|
(29,959
|
)
|
||
Cash Flows from Financing Activities
|
|
|
|
||||
Net increase (decrease) in deposits
|
107,385
|
|
|
(20,317
|
)
|
||
Net (decrease) increase in short-term borrowed funds
|
(60,495
|
)
|
|
57,675
|
|
||
Proceeds from long-term borrowings
|
46
|
|
|
—
|
|
||
Repayment of long-term borrowings
|
(7,949
|
)
|
|
(5,000
|
)
|
||
Purchase of treasury stock
|
(1,926
|
)
|
|
—
|
|
||
Dividends paid
|
(712
|
)
|
|
(474
|
)
|
||
Net Cash Provided by Financing Activities
|
36,349
|
|
|
31,884
|
|
||
Net (decrease) increase in Cash and Cash Equivalents
|
(563
|
)
|
|
3,434
|
|
||
Cash and Cash Equivalents - Beginning
|
26,678
|
|
|
11,646
|
|
||
Cash and Cash Equivalents - Ending
|
$
|
26,115
|
|
|
$
|
15,080
|
|
|
|
|
|
||||
Supplementary Cash Flows Information
|
|
|
|
||||
Interest paid
|
$
|
5,252
|
|
|
$
|
2,215
|
|
Income taxes paid
|
$
|
96
|
|
|
$
|
55
|
|
|
|
|
|
||||
Operating Leases
|
|
|
|
||||
Operating lease right-of-use asset, net
|
$
|
2,564
|
|
|
$
|
—
|
|
Operating lease liability
|
$
|
2,568
|
|
|
$
|
—
|
|
Supplementary Schedule of Noncash Investing and Financing Activities
|
|
|
|
||||
Acquisitions of Community:
|
|
|
|
||||
Non-cash assets acquired:
|
|
|
|
||||
Other bank stock
|
—
|
|
|
1,155
|
|
||
Securities available for sale
|
—
|
|
|
75,909
|
|
||
Loans
|
—
|
|
|
236,010
|
|
||
Foreclosed real estate
|
—
|
|
|
1,312
|
|
||
Premises and equipment
|
—
|
|
|
10,612
|
|
||
Interest receivable
|
—
|
|
|
824
|
|
||
Bank owned life insurance
|
—
|
|
|
7,963
|
|
||
Goodwill and intangibles assets
|
—
|
|
|
23,629
|
|
||
Other assets
|
—
|
|
|
1,777
|
|
||
Total non-cash assets acquired
|
—
|
|
|
359,191
|
|
||
Liabilities assumed:
|
|
|
|
||||
Deposits
|
—
|
|
|
(301,157
|
)
|
||
Borrowings
|
—
|
|
|
(12,000
|
)
|
||
Other liabilities
|
—
|
|
|
(844
|
)
|
||
Total liabilities assumed
|
—
|
|
|
(314,001
|
)
|
||
Common stock issued for acquisitions
|
—
|
|
|
(51,883
|
)
|
(Dollars in thousands)
|
|
January 4, 2018
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
6,693
|
|
Interest bearing time deposits with other banks
|
|
100
|
|
|
Securities available for sale
|
|
75,909
|
|
|
Other bank stock
|
|
1,155
|
|
|
Loans
|
|
236,010
|
|
|
Foreclosed real estate
|
|
1,312
|
|
|
Premises and equipment, net
|
|
10,612
|
|
|
Accrued interest receivable
|
|
824
|
|
|
Goodwill (banking segment)
|
|
22,298
|
|
|
Intangibles assets
|
|
1,331
|
|
|
Bank-owned life insurance
|
|
7,963
|
|
|
Other assets
|
|
1,677
|
|
|
Total Assets
|
|
$
|
365,884
|
|
|
|
|
||
Deposits
|
|
$
|
(301,157
|
)
|
Borrowings
|
|
(12,000
|
)
|
|
Other liabilities
|
|
(844
|
)
|
|
Total Liabilities
|
|
$
|
(314,001
|
)
|
Net consideration paid - common shares issued
|
|
$
|
51,883
|
|
(Dollars in thousands)
|
|
Acquired Credit Impaired Loans
|
||
Contractually required principal and interest at acquisition
|
|
$
|
6,289
|
|
Contractual cash flows not expected to be collected (non-accretable difference)
|
|
1,819
|
|
|
Expected cash flows at acquisition
|
|
4,470
|
|
|
Interest component of expected cash flows (accretable difference)
|
|
846
|
|
|
Fair value of acquired loans
|
|
$
|
3,624
|
|
(Dollars in thousands)
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||
Total revenues (net interest income plus non-interest income)
|
|
$
|
54,941
|
|
|
$
|
47,280
|
|
Net Income
|
|
9,935
|
|
|
6,257
|
|
||
Basic and diluted earnings per share applicable to common stockholders
|
|
$
|
1.25
|
|
|
$
|
0.79
|
|
(Dollars in thousands)
|
|
December 21, 2018
|
|
|
|
|
|
||
Cash and cash equivalents, net of stock options paid in cash
|
|
$
|
9,153
|
|
Securities available for sale
|
|
2,193
|
|
|
Other bank stock
|
|
2,380
|
|
|
Loans
|
|
257,170
|
|
|
Foreclosed real estate
|
|
1,250
|
|
|
Premises and equipment, net
|
|
422
|
|
|
Accrued interest receivable
|
|
880
|
|
|
Goodwill (banking segment)
|
|
2,204
|
|
|
Intangibles assets
|
|
1,039
|
|
|
Other assets
|
|
3,064
|
|
|
Total Assets
|
|
$
|
279,755
|
|
|
|
|
||
Deposits
|
|
$
|
(197,321
|
)
|
Borrowings
|
|
(47,106
|
)
|
|
Other liabilities
|
|
(2,882
|
)
|
|
Total Liabilities
|
|
$
|
(247,309
|
)
|
Net consideration paid - common shares issued
|
|
$
|
32,446
|
|
(Dollars in thousands)
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||
Total revenues (net interest income plus non-interest income)
|
|
$
|
64,827
|
|
|
$
|
46,175
|
|
Net Income
|
|
12,496
|
|
|
7,283
|
|
||
Basic and diluted earnings per share applicable to common stockholders
|
|
$
|
1.80
|
|
|
$
|
0.84
|
|
(Dollars in thousands)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
March 31, 2019
|
|
|
|
|
|
|
|
||||||||
U.S. government agencies
|
$
|
23,833
|
|
|
$
|
1
|
|
|
$
|
(345
|
)
|
|
$
|
23,489
|
|
U.S. government-sponsored enterprises
|
22,958
|
|
|
2
|
|
|
(227
|
)
|
|
22,733
|
|
||||
State and political subdivisions
|
61,528
|
|
|
1,688
|
|
|
(18
|
)
|
|
63,198
|
|
||||
Mortgage-backed securities -
|
|
|
|
|
|
|
|
||||||||
U.S. government-sponsored enterprises
|
79,372
|
|
|
555
|
|
|
(337
|
)
|
|
79,590
|
|
||||
Corporate Debt
|
3,000
|
|
|
40
|
|
|
—
|
|
|
3,040
|
|
||||
|
$
|
190,691
|
|
|
$
|
2,286
|
|
|
$
|
(927
|
)
|
|
$
|
192,050
|
|
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
U.S. government agencies
|
$
|
25,161
|
|
|
$
|
4
|
|
|
$
|
(371
|
)
|
|
$
|
24,794
|
|
U.S. government-sponsored enterprises
|
20,404
|
|
|
38
|
|
|
(80
|
)
|
|
20,362
|
|
||||
State and political subdivisions
|
60,457
|
|
|
445
|
|
|
(540
|
)
|
|
60,362
|
|
||||
Mortgage-backed securities -
|
|
|
|
|
|
|
|
||||||||
U.S. government-sponsored enterprises
|
74,670
|
|
|
100
|
|
|
(1,157
|
)
|
|
73,613
|
|
||||
Corporate Debt
|
3,000
|
|
|
8
|
|
|
—
|
|
|
3,008
|
|
||||
|
$
|
183,692
|
|
|
$
|
595
|
|
|
$
|
(2,148
|
)
|
|
$
|
182,139
|
|
(Dollars in thousands)
|
Amortized
Cost
|
|
Fair
Value
|
||||
Due in one year or less
|
$
|
—
|
|
|
$
|
—
|
|
Due after one year through five years
|
1,269
|
|
|
1,281
|
|
||
Due after five years through ten years
|
6,799
|
|
|
6,934
|
|
||
Due after ten years
|
56,460
|
|
|
58,023
|
|
||
Total bonds and obligations
|
64,528
|
|
|
66,238
|
|
||
U.S. government agencies
|
23,833
|
|
|
23,489
|
|
||
U.S. government-sponsored enterprises
|
22,958
|
|
|
22,733
|
|
||
Mortgage-backed securities:
|
|
|
|
||||
U.S. government-sponsored enterprises
|
79,372
|
|
|
79,590
|
|
||
Total available for sale securities
|
$
|
190,691
|
|
|
$
|
192,050
|
|
|
Less Than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
(Dollars in thousands)
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government agencies
|
$
|
3,017
|
|
|
$
|
(10
|
)
|
|
$
|
18,962
|
|
|
$
|
(335
|
)
|
|
$
|
21,979
|
|
|
$
|
(345
|
)
|
U.S. government-sponsored enterprises
|
16,737
|
|
|
(167
|
)
|
|
5,021
|
|
|
(60
|
)
|
|
21,758
|
|
|
(227
|
)
|
||||||
State and political subdivisions
|
—
|
|
|
—
|
|
|
3,692
|
|
|
(18
|
)
|
|
3,692
|
|
|
(18
|
)
|
||||||
Mortgage-backed securities -
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government-sponsored enterprises
|
3,305
|
|
|
(17
|
)
|
|
14,739
|
|
|
(320
|
)
|
|
18,044
|
|
|
(337
|
)
|
||||||
Total temporarily impaired securities
|
$
|
23,059
|
|
|
$
|
(194
|
)
|
|
$
|
42,414
|
|
|
$
|
(733
|
)
|
|
$
|
65,473
|
|
|
$
|
(927
|
)
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government agencies
|
$
|
18,998
|
|
|
$
|
(316
|
)
|
|
$
|
2,593
|
|
|
$
|
(55
|
)
|
|
$
|
21,591
|
|
|
$
|
(371
|
)
|
U.S. government-sponsored enterprises
|
10,348
|
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
10,348
|
|
|
(80
|
)
|
||||||
State and political subdivisions
|
17,164
|
|
|
(204
|
)
|
|
18,785
|
|
|
(336
|
)
|
|
35,949
|
|
|
(540
|
)
|
||||||
Mortgage-backed securities -
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government-sponsored enterprises
|
30,547
|
|
|
(271
|
)
|
|
28,773
|
|
|
(886
|
)
|
|
59,320
|
|
|
(1,157
|
)
|
||||||
Total temporarily impaired securities
|
$
|
77,057
|
|
|
$
|
(871
|
)
|
|
$
|
50,151
|
|
|
$
|
(1,277
|
)
|
|
$
|
127,208
|
|
|
$
|
(2,148
|
)
|
(Dollars in thousands)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
March 31, 2019
|
|
|
|
|
|
|
|
||||||||
State and political subdivisions
|
$
|
4,031
|
|
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
4,117
|
|
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
State and political subdivisions
|
$
|
4,078
|
|
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
4,152
|
|
(Dollars in thousands)
|
Amortized
Cost
|
|
Fair
Value
|
||||
Due in one year or less
|
$
|
1,239
|
|
|
$
|
1,239
|
|
Due after one year through five years
|
251
|
|
|
251
|
|
||
Due after five years through ten years
|
2,541
|
|
|
2,627
|
|
||
Due after ten years
|
—
|
|
|
—
|
|
||
Total held to maturity securities
|
$
|
4,031
|
|
|
$
|
4,117
|
|
(Dollars in thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
|
|
||
Commercial and industrial
|
$
|
93,567
|
|
|
$
|
81,709
|
|
Construction
|
120,340
|
|
|
142,321
|
|
||
Commercial real estate
|
929,091
|
|
|
878,449
|
|
||
Residential real estate
|
369,100
|
|
|
370,955
|
|
||
Consumer and other
|
2,654
|
|
|
2,393
|
|
||
Total loans receivable
|
1,514,752
|
|
|
1,475,827
|
|
||
Unearned net loan origination fees
|
(1,107
|
)
|
|
(1,052
|
)
|
||
Allowance for loan losses
|
(9,190
|
)
|
|
(8,775
|
)
|
||
Net loans receivable
|
$
|
1,504,455
|
|
|
$
|
1,466,000
|
|
(Dollars in thousands)
|
|
Three months ended March 31, 2019
|
|
Three months ended March 31, 2018
|
||||
Accretable yield, beginning balance
|
|
$
|
539
|
|
|
$
|
—
|
|
Acquisition of impaired loans
|
|
—
|
|
|
846
|
|
||
Accretable yield amortized to interest income
|
|
(79
|
)
|
|
(77
|
)
|
||
Reclassification from non-accretable difference
|
|
—
|
|
|
—
|
|
||
Accretable yield, ending balance
|
|
$
|
460
|
|
|
$
|
769
|
|
(Dollars in thousands)
|
Commercial
and
Industrial
|
|
Construction
|
|
Commercial
Real
Estate
|
|
Residential
Real
Estate
|
|
Consumer
and
Other
|
|
Unallocated
|
|
Total
|
||||||||||||||
Three Months Ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Beginning balance
|
$
|
603
|
|
|
$
|
663
|
|
|
$
|
5,575
|
|
|
$
|
1,371
|
|
|
$
|
23
|
|
|
$
|
540
|
|
|
$
|
8,775
|
|
Charge-offs
|
(45
|
)
|
|
—
|
|
|
(5
|
)
|
|
(93
|
)
|
|
(25
|
)
|
|
—
|
|
|
(168
|
)
|
|||||||
Recoveries
|
1
|
|
|
—
|
|
|
1
|
|
|
7
|
|
|
3
|
|
|
—
|
|
|
12
|
|
|||||||
Provision
|
88
|
|
|
(304
|
)
|
|
733
|
|
|
64
|
|
|
18
|
|
|
(28
|
)
|
|
571
|
|
|||||||
Ending balance
|
$
|
647
|
|
|
$
|
359
|
|
|
$
|
6,304
|
|
|
$
|
1,349
|
|
|
$
|
19
|
|
|
$
|
512
|
|
|
$
|
9,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Beginning balance
|
$
|
208
|
|
|
$
|
336
|
|
|
$
|
5,185
|
|
|
$
|
1,032
|
|
|
$
|
26
|
|
|
$
|
548
|
|
|
$
|
7,335
|
|
Charge-offs
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(11
|
)
|
|
—
|
|
|
(34
|
)
|
|||||||
Recoveries
|
1
|
|
|
—
|
|
|
1
|
|
|
10
|
|
|
7
|
|
|
—
|
|
|
19
|
|
|||||||
Provision
|
191
|
|
|
9
|
|
|
615
|
|
|
(58
|
)
|
|
9
|
|
|
(258
|
)
|
|
508
|
|
|||||||
Ending balance
|
$
|
389
|
|
|
$
|
345
|
|
|
$
|
5,801
|
|
|
$
|
972
|
|
|
$
|
31
|
|
|
$
|
290
|
|
|
$
|
7,828
|
|
|
Allowance for Loan Losses
|
|
Loans Receivable
|
||||||||||||||||||||
(Dollars in thousands)
|
Balance
|
|
Balance
Loans
Individually
Evaluated for
Impairment
|
|
Balance
Related to
Loans
Collectively
Evaluated for
Impairment
|
|
Balance
|
|
Individually
Evaluated for
Impairment (a)
|
|
Collectively
Evaluated for
Impairment
|
||||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
647
|
|
|
$
|
104
|
|
|
$
|
543
|
|
|
$
|
93,567
|
|
|
$
|
456
|
|
|
$
|
93,111
|
|
Construction
|
359
|
|
|
—
|
|
|
359
|
|
|
120,340
|
|
|
—
|
|
|
120,340
|
|
||||||
Commercial real estate
|
6,304
|
|
|
445
|
|
|
5,859
|
|
|
929,091
|
|
|
16,666
|
|
|
912,425
|
|
||||||
Residential real estate
|
1,349
|
|
|
199
|
|
|
1,150
|
|
|
369,100
|
|
|
4,551
|
|
|
364,549
|
|
||||||
Consumer and other loans
|
19
|
|
|
—
|
|
|
19
|
|
|
2,654
|
|
|
—
|
|
|
2,654
|
|
||||||
Unallocated
|
512
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
9,190
|
|
|
$
|
748
|
|
|
$
|
7,930
|
|
|
$
|
1,514,752
|
|
|
$
|
21,673
|
|
|
$
|
1,493,079
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
603
|
|
|
$
|
152
|
|
|
$
|
451
|
|
|
$
|
81,709
|
|
|
$
|
372
|
|
|
$
|
81,337
|
|
Construction
|
663
|
|
|
—
|
|
|
663
|
|
|
142,321
|
|
|
—
|
|
|
142,321
|
|
||||||
Commercial real estate
|
5,575
|
|
|
274
|
|
|
5,301
|
|
|
878,449
|
|
|
15,760
|
|
|
862,689
|
|
||||||
Residential real estate
|
1,371
|
|
|
89
|
|
|
1,282
|
|
|
370,955
|
|
|
4,572
|
|
|
366,383
|
|
||||||
Consumer and other loans
|
23
|
|
|
—
|
|
|
23
|
|
|
2,393
|
|
|
—
|
|
|
2,393
|
|
||||||
Unallocated
|
540
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
8,775
|
|
|
$
|
515
|
|
|
$
|
7,720
|
|
|
$
|
1,475,827
|
|
|
$
|
20,704
|
|
|
$
|
1,455,123
|
|
(Dollars in thousands)
|
30-59 Days
Past Due
|
|
60-89 days
Past Due
|
|
Greater
Than
90 Days (a)
|
|
Total Past
Due
|
|
Current
|
|
Total
Financing
Receivables
|
|
Recorded
Investment
> 90 Days
and
Accruing
|
||||||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
323
|
|
|
$
|
323
|
|
|
$
|
93,244
|
|
|
$
|
93,567
|
|
|
$
|
—
|
|
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,340
|
|
|
120,340
|
|
|
—
|
|
|||||||
Commercial real estate
|
2,643
|
|
|
1,131
|
|
|
16,238
|
|
|
20,012
|
|
|
909,079
|
|
|
929,091
|
|
|
—
|
|
|||||||
Residential real estate
|
743
|
|
|
269
|
|
|
4,077
|
|
|
5,089
|
|
|
364,011
|
|
|
369,100
|
|
|
—
|
|
|||||||
Consumer and other
|
55
|
|
|
1
|
|
|
—
|
|
|
56
|
|
|
2,598
|
|
|
2,654
|
|
|
—
|
|
|||||||
Total
|
$
|
3,441
|
|
|
$
|
1,401
|
|
|
$
|
20,638
|
|
|
$
|
25,480
|
|
|
$
|
1,489,272
|
|
|
$
|
1,514,752
|
|
|
$
|
—
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
$
|
491
|
|
|
$
|
—
|
|
|
$
|
372
|
|
|
$
|
863
|
|
|
$
|
80,846
|
|
|
$
|
81,709
|
|
|
$
|
—
|
|
Construction
|
—
|
|
|
582
|
|
|
—
|
|
|
582
|
|
|
141,739
|
|
|
142,321
|
|
|
—
|
|
|||||||
Commercial real estate
|
2,282
|
|
|
—
|
|
|
15,760
|
|
|
18,042
|
|
|
860,407
|
|
|
878,449
|
|
|
—
|
|
|||||||
Residential real estate
|
393
|
|
|
35
|
|
|
4,572
|
|
|
5,000
|
|
|
365,955
|
|
|
370,955
|
|
|
—
|
|
|||||||
Consumer and other
|
4
|
|
|
1
|
|
|
—
|
|
|
5
|
|
|
2,388
|
|
|
2,393
|
|
|
—
|
|
|||||||
Total
|
$
|
3,170
|
|
|
$
|
618
|
|
|
$
|
20,704
|
|
|
$
|
24,492
|
|
|
$
|
1,451,335
|
|
|
$
|
1,475,827
|
|
|
$
|
—
|
|
(Dollars in thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Commercial and industrial
|
$
|
323
|
|
|
$
|
372
|
|
Commercial real estate
|
16,238
|
|
|
15,760
|
|
||
Residential real estate
|
4,077
|
|
|
4,572
|
|
||
Total
|
$
|
20,638
|
|
|
$
|
20,704
|
|
•
|
Pass
: This category represents loans performing to contractual terms and conditions and the primary source of repayment is adequate to meet the obligation. We have five categories within the Pass classification depending on strength of repayment sources, collateral values and financial condition of the borrower.
|
•
|
Special Mention
: This category represents loans performing to contractual terms and conditions; however the primary source of repayment or the borrower is exhibiting some deterioration or weaknesses in financial condition that could potentially threaten the borrowers’ future ability to repay our loan principal and interest or fees due.
|
•
|
Substandard
: This category represents loans that the primary source of repayment has significantly deteriorated or weakened which has or could threaten the borrowers’ ability to make scheduled payments. The weaknesses require close supervision by management and there is a distinct possibility that we could sustain some loss if the deficiencies are not corrected. Such weaknesses could jeopardize the timely and ultimate collection of our loan principal and interest or fees due. Loss may not be expected or evident, however, loan repayment is inadequately supported by current financial information or pledged collateral.
|
•
|
Doubtfu
l: Loans so classified have all the inherent weaknesses of a substandard loan with the added provision that collection or liquidation in full is highly questionable and not reasonably assured. The probability of at least partial loss is high, but extraneous factors might strengthen the asset to prevent loss. The validity of the extraneous factors must be continuously monitored. Once these factors are questionable the loan should be considered for full or partial charge-off.
|
•
|
Loss
: Loans so classified are considered uncollectible, and of such little value that their continuance as active assets is not warranted. Such loans are fully charged off.
|
(Dollars in thousands)
|
Pass
|
|
Special
Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
92,910
|
|
|
$
|
21
|
|
|
$
|
636
|
|
|
$
|
—
|
|
|
$
|
93,567
|
|
Construction
|
118,666
|
|
|
1,224
|
|
|
450
|
|
|
—
|
|
|
120,340
|
|
|||||
Commercial real estate
|
905,959
|
|
|
5,855
|
|
|
17,277
|
|
|
—
|
|
|
929,091
|
|
|||||
|
$
|
1,117,535
|
|
|
$
|
7,100
|
|
|
$
|
18,363
|
|
|
$
|
—
|
|
|
$
|
1,142,998
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
80,977
|
|
|
$
|
32
|
|
|
$
|
700
|
|
|
$
|
—
|
|
|
$
|
81,709
|
|
Construction
|
141,871
|
|
|
—
|
|
|
450
|
|
|
—
|
|
|
142,321
|
|
|||||
Commercial real estate
|
855,180
|
|
|
3,908
|
|
|
19,361
|
|
|
—
|
|
|
878,449
|
|
|||||
|
$
|
1,078,028
|
|
|
$
|
3,940
|
|
|
$
|
20,511
|
|
|
$
|
—
|
|
|
$
|
1,102,479
|
|
(Dollars in thousands)
|
Residential Real Estate
|
|
Consumer and other
|
||||
March 31, 2019
|
|
|
|
||||
Performing
|
$
|
365,023
|
|
|
$
|
2,654
|
|
Non-Performing
|
4,077
|
|
|
—
|
|
||
Total
|
$
|
369,100
|
|
|
$
|
2,654
|
|
|
|
|
|
||||
December 31, 2018
|
|
|
|
||||
Performing
|
$
|
366,383
|
|
|
$
|
2,393
|
|
Non-Performing
|
4,572
|
|
|
—
|
|
||
Total
|
$
|
370,955
|
|
|
$
|
2,393
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(Dollars in thousands)
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
77
|
|
|
$
|
180
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
Commercial real estate
|
15,734
|
|
|
16,283
|
|
|
—
|
|
|
13,745
|
|
|
13,745
|
|
|
—
|
|
||||||
Residential real estate
|
3,812
|
|
|
4,087
|
|
|
—
|
|
|
2,790
|
|
|
2,790
|
|
|
—
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
379
|
|
|
424
|
|
|
104
|
|
|
372
|
|
|
572
|
|
|
152
|
|
Commercial real estate
|
932
|
|
|
1,145
|
|
|
445
|
|
|
2,015
|
|
|
2,437
|
|
|
274
|
|
Residential real estate
|
739
|
|
|
805
|
|
|
199
|
|
|
1,782
|
|
|
2,329
|
|
|
89
|
|
Total:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
456
|
|
|
604
|
|
|
104
|
|
|
372
|
|
|
582
|
|
|
152
|
|
||||||
Commercial real estate
|
16,666
|
|
|
17,428
|
|
|
445
|
|
|
15,760
|
|
|
16,182
|
|
|
274
|
|
||||||
Residential real estate
|
4,551
|
|
|
4,892
|
|
|
199
|
|
|
4,572
|
|
|
5,119
|
|
|
89
|
|
||||||
|
$
|
21,673
|
|
|
$
|
22,924
|
|
|
$
|
748
|
|
|
$
|
20,704
|
|
|
$
|
21,883
|
|
|
$
|
515
|
|
|
For the Three Months Ended March 31, 2019
|
|
For the Three Months Ended March 31, 2018
|
||||||||||||
(Dollars in thousands)
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
$
|
79
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
Construction
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
||||
Commercial real estate
|
15,469
|
|
|
124
|
|
|
3,871
|
|
|
12
|
|
||||
Residential real estate
|
3,800
|
|
|
18
|
|
|
2,453
|
|
|
11
|
|
||||
Total impaired loans without a related allowance
|
19,348
|
|
|
142
|
|
|
6,387
|
|
|
23
|
|
||||
|
|
|
|
|
|
|
|
||||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
335
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
Commercial real estate
|
936
|
|
|
5
|
|
|
930
|
|
|
—
|
|
||||
Residential real estate
|
772
|
|
|
—
|
|
|
110
|
|
|
—
|
|
||||
Total impaired loans with an allowance
|
2,043
|
|
|
10
|
|
|
1,040
|
|
|
—
|
|
||||
Total impaired loans
|
$
|
21,391
|
|
|
$
|
152
|
|
|
$
|
7,427
|
|
|
$
|
23
|
|
(Dollars in thousands)
|
Commercial Real Estate
|
|
Commercial & Industrial
|
|
Residential Real Estate
|
|
Total
|
||||||||
March 31, 2019
|
|
|
|
|
|
|
|
||||||||
Performing
|
$
|
428
|
|
|
$
|
133
|
|
|
$
|
474
|
|
|
$
|
1,035
|
|
Non-performing
|
1,520
|
|
|
—
|
|
|
557
|
|
|
2,077
|
|
||||
Total
|
$
|
1,948
|
|
|
$
|
133
|
|
|
$
|
1,031
|
|
|
$
|
3,112
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Performing
|
$
|
431
|
|
|
$
|
—
|
|
|
$
|
475
|
|
|
$
|
906
|
|
Non-performing
|
1,531
|
|
|
—
|
|
|
517
|
|
|
2,048
|
|
||||
Total
|
$
|
1,962
|
|
|
$
|
—
|
|
|
$
|
992
|
|
|
$
|
2,954
|
|
(Dollars in thousands)
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
|||||
March 31, 2019
|
|
|
|
|
|
|||||
Commercial & industrial
|
1
|
|
|
$
|
135
|
|
|
$
|
133
|
|
Residential real estate
|
1
|
|
|
48
|
|
|
47
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
(Dollars in thousands, except share and per share data)
|
Income
(Numerator)
|
|
Shares
(Denominator)
|
|
Per Share
Amount
|
|
Income
(Numerator)
|
|
Shares
(Denominator)
|
|
Per Share
Amount
|
||||||||||
Shares Outstanding (weighted average)
|
|
|
9,416,987
|
|
|
|
|
|
|
7,740,685
|
|
|
|
||||||||
Shares held by Rabbi Trust
|
|
|
99,029
|
|
|
|
|
|
|
95,843
|
|
|
|
||||||||
Shares liability under deferred compensation agreement
|
|
|
(99,029
|
)
|
|
|
|
|
|
(95,843
|
)
|
|
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings applicable to common stockholders
|
$
|
5,823
|
|
|
9,416,987
|
|
|
$
|
0.62
|
|
|
$
|
1,308
|
|
|
7,740,685
|
|
|
$
|
0.17
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Unvested stock awards
|
—
|
|
|
43,131
|
|
|
|
|
—
|
|
|
51,051
|
|
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income applicable to common stockholders and assumed conversions
|
$
|
5,823
|
|
|
9,460,118
|
|
|
$
|
0.62
|
|
|
$
|
1,308
|
|
|
7,791,736
|
|
|
$
|
0.17
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||
|
Before Tax
|
|
Tax Effect
|
|
Net of Tax
|
|
Before Tax
|
|
Tax Effect
|
|
Net of Tax
|
||||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized losses on available for sale securities
|
$
|
2,912
|
|
|
$
|
824
|
|
|
$
|
2,088
|
|
|
$
|
(2,167
|
)
|
|
$
|
(588
|
)
|
|
$
|
(1,579
|
)
|
Fair value adjustments on derivatives
|
(1,734
|
)
|
|
(522
|
)
|
|
(1,212
|
)
|
|
1,107
|
|
|
311
|
|
|
796
|
|
||||||
Total other comprehensive (loss) income
|
$
|
1,178
|
|
|
$
|
302
|
|
|
$
|
876
|
|
|
$
|
(1,060
|
)
|
|
$
|
(277
|
)
|
|
$
|
(783
|
)
|
For the Year Ended
|
|
Amortization Expense
|
||
2019
|
|
$
|
303
|
|
2020
|
|
364
|
|
|
2021
|
|
320
|
|
|
2022
|
|
277
|
|
|
2023
|
|
234
|
|
|
2024
|
|
191
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||
|
Banking and
Financial
Services
|
|
Insurance
Services
|
|
Total
|
|
Banking and
Financial
Services
|
|
Insurance
Services
|
|
Total
|
||||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income from external sources
|
$
|
14,439
|
|
|
$
|
—
|
|
|
$
|
14,439
|
|
|
$
|
10,768
|
|
|
$
|
—
|
|
|
$
|
10,768
|
|
Other income from external sources
|
1,032
|
|
|
2,601
|
|
|
3,633
|
|
|
925
|
|
|
1,932
|
|
|
2,857
|
|
||||||
Depreciation and amortization
|
525
|
|
|
12
|
|
|
537
|
|
|
448
|
|
|
6
|
|
|
454
|
|
||||||
Income before income taxes
|
6,057
|
|
|
1,266
|
|
|
7,323
|
|
|
614
|
|
|
909
|
|
|
1,523
|
|
||||||
Income tax expense
(1)
|
994
|
|
|
506
|
|
|
1,500
|
|
|
(149
|
)
|
|
364
|
|
|
215
|
|
||||||
Total assets
|
1,834,400
|
|
|
5,729
|
|
|
1,840,129
|
|
|
1,371,795
|
|
|
4,689
|
|
|
1,376,484
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price per
Share
|
|
Weighted
Average
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Options outstanding, beginning of year
|
69,123
|
|
|
$
|
11.10
|
|
|
|
|
|
||
Options outstanding, end of quarter
|
69,123
|
|
|
$
|
11.10
|
|
|
6.1
|
|
$
|
734,164
|
|
Options exercisable, end of quarter
|
50,053
|
|
|
$
|
10.92
|
|
|
6.1
|
|
$
|
540,695
|
|
Option price range at end of quarter
|
$9.97 to $12.83
|
|
|
|
|
|
|
|
||||
Option price of exercisable shares
|
$9.97 to $12.83
|
|
|
|
|
|
|
|
|
Number of
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Unvested restricted stock, beginning of year
|
97,465
|
|
|
$
|
24.45
|
|
Granted
|
41,832
|
|
|
22.29
|
|
|
Forfeited
|
(15,954
|
)
|
|
24.36
|
|
|
Vested
|
(28,178
|
)
|
|
20.58
|
|
|
Unvested restricted stock, end of period
|
95,165
|
|
|
$
|
24.65
|
|
•
|
Level I - Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
|
•
|
Level II - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these asset and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.
|
•
|
Level III - Assets and liabilities that have little to no pricing observability as of reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.
|
(Dollars in thousands)
|
Fair
Value
Measurements
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level I)
|
|
Significant
Other
Observable
Inputs
(Level II)
|
|
Significant
Unobservable
Inputs
(Level III)
|
||||||||
March 31, 2019
|
|
|
|
|
|
|
|
||||||||
U.S. government agencies
|
$
|
23,489
|
|
|
$
|
—
|
|
|
$
|
23,489
|
|
|
$
|
—
|
|
U.S. government-sponsored enterprises
|
22,733
|
|
|
—
|
|
|
22,733
|
|
|
—
|
|
||||
State and political subdivisions
|
63,198
|
|
|
—
|
|
|
63,198
|
|
|
—
|
|
||||
Mortgage-backed securities -
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government-sponsored enterprises
|
79,590
|
|
|
—
|
|
|
79,590
|
|
|
—
|
|
||||
Corporate debt
|
3,040
|
|
|
—
|
|
|
3,040
|
|
|
—
|
|
||||
Derivative instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps - asset
|
1,240
|
|
|
—
|
|
|
1,240
|
|
|
—
|
|
||||
Interest rate swaps - liability
|
(1,639
|
)
|
|
|
|
(1,639
|
)
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
U.S. government agencies
|
$
|
24,794
|
|
|
$
|
—
|
|
|
$
|
24,794
|
|
|
$
|
—
|
|
U.S. government-sponsored enterprises
|
20,362
|
|
|
—
|
|
|
20,362
|
|
|
—
|
|
||||
State and political subdivisions
|
60,362
|
|
|
—
|
|
|
60,362
|
|
|
—
|
|
||||
Mortgage-backed securities -
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government-sponsored enterprises
|
73,613
|
|
|
—
|
|
|
73,613
|
|
|
—
|
|
||||
Corporate debt
|
3,008
|
|
|
—
|
|
|
3,008
|
|
|
—
|
|
||||
Derivative instruments
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps - asset
|
2,114
|
|
|
—
|
|
|
2,114
|
|
|
—
|
|
||||
Interest rate swaps - liability
|
(779
|
)
|
|
|
|
(779
|
)
|
|
|
(Dollars in thousands)
|
Fair
Value
Measurements
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level I)
|
|
Significant
Other
Observable
Inputs
(Level II)
|
|
Significant
Unobservable
Inputs
(Level III)
|
||||||||
March 31, 2019
|
|
|
|
|
|
|
|
||||||||
Impaired loans
|
$
|
1,695
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,695
|
|
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Impaired loans
|
$
|
1,785
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,785
|
|
Foreclosed real estate
|
730
|
|
|
—
|
|
|
—
|
|
|
730
|
|
|
Qualitative Information about Level III Fair Value Measurements
|
||||||||
(Dollars in thousands)
|
Fair
Value
Estimate
|
|
Valuation
Techniques
|
|
Unobservable
Input
|
|
Range
(Weighted
Average)
|
||
March 31, 2019
|
|
|
|
|
|
|
|
||
Impaired loans
|
$
|
1,695
|
|
|
Appraisal of
|
|
Appraisal
|
|
0% to (-100.0% )
|
|
|
|
|
collateral
|
|
adjustments
(1)
|
|
(-7.3%)
|
December 31, 2018
|
|
|
|
|
|
|
|
||
Impaired loans
|
$
|
1,785
|
|
|
Appraisal of
|
|
Appraisal
|
|
0% to (-100.0% )
|
|
|
|
|
collateral
|
|
adjustments
(1)
|
|
(-7.8%)
|
|
|
|
|
|
|
|
|
|
||
Foreclosed real estate
|
730
|
|
|
Appraisal of
|
|
Selling
|
|
|
|
|
|
|
|
collateral
|
|
expenses
(1)
|
|
-7.0% (-7.0%)
|
|
March 31, 2019
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level I)
|
|
Significant
Other
Observable
Inputs
(Level II)
|
|
Significant
Unobservable
Inputs
(Level III)
|
||||||||||||
(Dollars in thousands)
|
Carrying
Amount
|
|
Fair
Value
|
|
|
|
|||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
23,003
|
|
|
$
|
23,003
|
|
|
$
|
23,003
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Time deposits with other banks
|
200
|
|
|
200
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|||||
Securities available for sale
|
192,050
|
|
|
192,050
|
|
|
—
|
|
|
192,050
|
|
|
—
|
|
|||||
Securities held to maturity
|
4,031
|
|
|
4,117
|
|
|
—
|
|
|
4,117
|
|
|
—
|
|
|||||
Federal Home Loan Bank stock
|
9,347
|
|
|
9,347
|
|
|
—
|
|
|
9,347
|
|
|
—
|
|
|||||
Loans receivable, net of allowance
|
1,504,455
|
|
|
1,472,796
|
|
|
—
|
|
|
—
|
|
|
1,472,796
|
|
|||||
Accrued interest receivable
|
6,589
|
|
|
6,589
|
|
|
—
|
|
|
6,589
|
|
|
—
|
|
|||||
Interest rate swaps
|
1,240
|
|
|
1,240
|
|
|
—
|
|
|
1,240
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-maturity deposits
|
983,158
|
|
|
983,158
|
|
|
—
|
|
|
983,158
|
|
|
—
|
|
|||||
Time deposits
|
478,166
|
|
|
474,349
|
|
|
—
|
|
|
474,349
|
|
|
—
|
|
|||||
Short-term borrowings
|
114,800
|
|
|
114,919
|
|
|
114,919
|
|
|
—
|
|
|
—
|
|
|||||
Long-term borrowings
|
36,708
|
|
|
36,672
|
|
|
—
|
|
|
36,672
|
|
|
—
|
|
|||||
Subordinated debentures
|
27,862
|
|
|
26,840
|
|
|
—
|
|
|
26,840
|
|
|
—
|
|
|||||
Accrued interest payable
|
1,621
|
|
|
1,621
|
|
|
—
|
|
|
1,621
|
|
|
—
|
|
|||||
Interest rate swaps
|
1,639
|
|
|
1,639
|
|
|
|
|
|
1,639
|
|
|
|
|
|
December 31, 2018
|
|
Quoted Prices in Active Markets for Identical Assets (Level I)
|
|
Significant Other Observable Inputs (Level II)
|
|
Significant
Unobservable
Inputs
(Level III)
|
||||||||||||
(Dollars in thousands)
|
Carrying
Amount
|
|
Fair
Value
|
|
|
|
|||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
26,678
|
|
|
$
|
26,678
|
|
|
$
|
26,678
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Time deposits with other banks
|
200
|
|
|
200
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|||||
Securities available for sale
|
182,139
|
|
|
182,139
|
|
|
—
|
|
|
182,139
|
|
|
—
|
|
|||||
Securities held to maturity
|
4,078
|
|
|
4,152
|
|
|
—
|
|
|
4,152
|
|
|
—
|
|
|||||
Federal Home Loan Bank stock
|
11,764
|
|
|
11,764
|
|
|
—
|
|
|
11,764
|
|
|
—
|
|
|||||
Loans receivable, net of allowance
|
1,466,000
|
|
|
1,428,094
|
|
|
—
|
|
|
—
|
|
|
1,428,094
|
|
|||||
Accrued interest receivable
|
6,546
|
|
|
6,546
|
|
|
—
|
|
|
6,546
|
|
|
—
|
|
|||||
Interest rate swaps
|
2,114
|
|
|
2,114
|
|
|
—
|
|
|
2,114
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-maturity deposits
|
965,065
|
|
|
965,065
|
|
|
—
|
|
|
965,065
|
|
|
—
|
|
|||||
Time deposits
|
388,874
|
|
|
383,264
|
|
|
—
|
|
|
383,264
|
|
|
—
|
|
|||||
Short-term borrowings
|
175,295
|
|
|
175,366
|
|
|
175,366
|
|
|
—
|
|
|
—
|
|
|||||
Long-term borrowings
|
44,611
|
|
|
44,365
|
|
|
—
|
|
|
44,365
|
|
|
—
|
|
|||||
Subordinated debentures
|
27,859
|
|
|
26,840
|
|
|
—
|
|
|
26,840
|
|
|
—
|
|
|||||
Accrued interest payable
|
1,480
|
|
|
1,480
|
|
|
—
|
|
|
1,480
|
|
|
—
|
|
|||||
Interest rate swaps
|
779
|
|
|
779
|
|
|
—
|
|
|
779
|
|
|
—
|
|
|
March 31, 2019
|
||||||||||
|
Notional/
Contract
Amount
|
|
Fair
Value
|
|
Balance
Sheet
Location
|
|
Expiration
Date
|
||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments
Interest rate swaps by effective date:
|
|
|
|
|
|
|
|
|
|||
March 15, 2016
|
$
|
12,500
|
|
|
$
|
516
|
|
|
Other Assets
|
|
March 15, 2026
|
December 15, 2016
|
5,000
|
|
|
136
|
|
|
Other Assets
|
|
December 15, 2026
|
||
June 15, 2017
|
6,000
|
|
|
145
|
|
|
Other Assets
|
|
June 15, 2027
|
||
December 15, 2017
|
10,000
|
|
|
306
|
|
|
Other Assets
|
|
December 15, 2027
|
||
December 15, 2017
|
5,000
|
|
|
137
|
|
|
Other Assets
|
|
December 15, 2027
|
||
September 15, 2018
|
20,000
|
|
|
(289
|
)
|
|
Other Liabilities
|
|
September 15, 2021
|
||
September 15, 2018
|
20,000
|
|
|
(439
|
)
|
|
Other Liabilities
|
|
September 15, 2022
|
||
September 15, 2018
|
17,500
|
|
|
(235
|
)
|
|
Other Liabilities
|
|
September 15, 2021
|
||
September 15, 2018
|
17,500
|
|
|
(356
|
)
|
|
Other Liabilities
|
|
September 15, 2022
|
||
February 21, 2019
|
40,000
|
|
|
(320
|
)
|
|
Other Liabilities
|
|
February 21, 2022
|
||
Total
|
$
|
153,500
|
|
|
$
|
(399
|
)
|
|
|
|
|
|
December 31, 2018
|
||||||||||
|
Notional/
Contract
Amount
|
|
Fair
Value
|
|
Balance
Sheet
Location
|
|
Expiration
Date
|
||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments
Interest rate swaps by effective date:
|
|
|
|
|
|
|
|
||||
March 15, 2016
|
$
|
12,500
|
|
|
$
|
768
|
|
|
Other Assets
|
|
March 15, 2026
|
December 15, 2016
|
5,000
|
|
|
246
|
|
|
Other Assets
|
|
December 15, 2026
|
||
June 15, 2017
|
6,000
|
|
|
285
|
|
|
Other Assets
|
|
June 15, 2027
|
||
December 15, 2017
|
10,000
|
|
|
554
|
|
|
Other Assets
|
|
December 15, 2027
|
||
December 15, 2017
|
5,000
|
|
|
261
|
|
|
Other Assets
|
|
December 15, 2027
|
||
September 15, 2018
|
20,000
|
|
|
(176
|
)
|
|
Other Liabilities
|
|
September 15, 2021
|
||
September 15, 2018
|
20,000
|
|
|
(266
|
)
|
|
Other Liabilities
|
|
September 15, 2022
|
||
September 15, 2018
|
17,500
|
|
|
(134
|
)
|
|
Other Liabilities
|
|
September 15, 2021
|
||
September 15, 2018
|
17,500
|
|
|
(203
|
)
|
|
Other Liabilities
|
|
September 15, 2022
|
||
Total
|
113,500
|
|
|
1,335
|
|
|
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||
|
Amount of Gain
Recognized in OCI
on
Derivatives, net of
Tax
(Effective Portion)
|
|
Location of Gain
(Loss) Recognized in
Income of
Derivatives
(Ineffective Portion)
|
|
Amount of Gain (Loss)
Recognized in Income of
Derivatives
(Ineffective Portion)
|
||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
||
Derivatives in cash flow hedges
Interest rate swaps by effective
date:
|
|
|
|
|
|
|
|
||
March 15, 2016
|
$
|
(176
|
)
|
|
Not applicable
|
|
$
|
—
|
|
December 15, 2016
|
(77
|
)
|
|
Not applicable
|
|
—
|
|
||
June 15, 2017
|
(98
|
)
|
|
Not applicable
|
|
—
|
|
||
December 15, 2017
|
(173
|
)
|
|
Not applicable
|
|
—
|
|
||
December 15, 2017
|
(87
|
)
|
|
Not applicable
|
|
—
|
|
||
September 15, 2018
|
(79
|
)
|
|
Not applicable
|
|
—
|
|
||
September 15, 2018
|
(121
|
)
|
|
Not applicable
|
|
—
|
|
||
September 15, 2018
|
(71
|
)
|
|
Not applicable
|
|
—
|
|
||
September 15, 2018
|
(107
|
)
|
|
Not applicable
|
|
—
|
|
||
February 21, 2019
|
(224
|
)
|
|
Not applicable
|
|
—
|
|
||
Total
|
$
|
(1,213
|
)
|
|
|
|
$
|
—
|
|
|
Three Months Ended March 31, 2018
|
||||||||
|
Amount of Gain
Recognized in OCI
on
Derivatives, net of
Tax
(Effective Portion)
|
|
Location of Gain
(Loss) Recognized in
Income of
Derivatives
(Ineffective Portion)
|
|
Amount of Gain (Loss)
Recognized in Income of
Derivatives
(Ineffective Portion)
|
||||
(Dollars in thousands)
|
|
|
|
|
|
||||
Derivatives in cash flow hedges
Interest rate swaps by effective
date:
|
|
|
|
|
|
||||
March 15, 2016
|
$
|
234
|
|
|
Not applicable
|
|
$
|
—
|
|
December 15, 2016
|
103
|
|
|
Not applicable
|
|
—
|
|
||
June 15, 2017
|
129
|
|
|
Not applicable
|
|
—
|
|
||
December 15, 2017
|
220
|
|
|
Not applicable
|
|
—
|
|
||
December 15, 2017
|
111
|
|
|
Not applicable
|
|
—
|
|
||
Total
|
$
|
797
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset
|
|
|
||||||||||||
|
Gross Amounts Recognized
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
Net Amount
|
||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest Rate Swaps
|
$
|
1,240
|
|
|
—
|
|
|
$
|
512
|
|
|
—
|
|
|
$
|
250
|
|
|
$
|
262
|
|
Total
|
$
|
1,240
|
|
|
—
|
|
|
$
|
512
|
|
|
—
|
|
|
$
|
250
|
|
|
$
|
262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest Rate Swaps
|
$
|
(1,639
|
)
|
|
—
|
|
|
$
|
(911
|
)
|
|
—
|
|
|
$
|
(1,070
|
)
|
|
$
|
159
|
|
Total
|
$
|
(1,639
|
)
|
|
—
|
|
|
$
|
(911
|
)
|
|
—
|
|
|
$
|
(1,070
|
)
|
|
$
|
159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest Rate Swaps
|
$
|
2,114
|
|
|
—
|
|
|
$
|
1,672
|
|
|
—
|
|
|
$
|
2,460
|
|
|
$
|
(788
|
)
|
Total
|
$
|
2,114
|
|
|
—
|
|
|
$
|
1,672
|
|
|
—
|
|
|
$
|
2,460
|
|
|
$
|
(788
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest Rate Swaps
|
$
|
(779
|
)
|
|
—
|
|
|
$
|
(337
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(337
|
)
|
|
Total
|
$
|
(779
|
)
|
|
—
|
|
|
$
|
(337
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(337
|
)
|
NOTE 15 – REVENUE RECOGNITION
|
(Dollars In Thousands)
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Other income:
|
|
|
|
|
||||
Service fees on deposit accounts
|
|
$
|
330
|
|
|
$
|
328
|
|
ATM and debit card fees
|
|
231
|
|
|
213
|
|
||
Bank-owned life insurance (1)
|
|
230
|
|
|
185
|
|
||
Insurance commissions and fees
|
|
2,562
|
|
|
1,895
|
|
||
Investment brokerage fees (1)
|
|
56
|
|
|
22
|
|
||
Other
|
|
224
|
|
|
214
|
|
||
Total Other Income
|
|
$
|
3,633
|
|
|
$
|
2,857
|
|
(1) Not within the scope of ASC 606.
|
NOTE 16 – RIGHT OF USE ASSET AND LEASE LIABILITY
|
|
Three Months Ended March 31,
|
||||||||||||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
||||||||||||||||||
Earning Assets:
|
Average
Balance
|
|
Interest
|
|
Average
Rate
(2)
|
|
Average
Balance
|
|
Interest
|
|
Average
Rate
(2)
|
||||||||||
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax exempt
(3)
|
$
|
62,654
|
|
|
$
|
675
|
|
|
4.37
|
%
|
|
$
|
54,987
|
|
|
$
|
575
|
|
|
4.24
|
%
|
Taxable
|
142,137
|
|
|
1,175
|
|
|
3.35
|
%
|
|
120,776
|
|
|
736
|
|
|
2.47
|
%
|
||||
Total securities
|
204,791
|
|
|
1,850
|
|
|
3.66
|
%
|
|
175,763
|
|
|
1,311
|
|
|
3.03
|
%
|
||||
Total loans receivable
(1) (4)
|
1,500,604
|
|
|
18,160
|
|
|
4.91
|
%
|
|
1,063,727
|
|
|
11,900
|
|
|
4.54
|
%
|
||||
Other interest-earning assets
|
14,691
|
|
|
49
|
|
|
1.35
|
%
|
|
12,397
|
|
|
30
|
|
|
0.98
|
%
|
||||
Total earning assets
|
$
|
1,720,086
|
|
|
$
|
20,059
|
|
|
4.73
|
%
|
|
$
|
1,251,887
|
|
|
$
|
13,241
|
|
|
4.29
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-interest earning assets
|
114,358
|
|
|
|
|
|
|
96,249
|
|
|
|
|
|
||||||||
Allowance for loan losses
|
(8,815
|
)
|
|
|
|
|
|
(7,505
|
)
|
|
|
|
|
||||||||
Total Assets
|
$
|
1,825,629
|
|
|
|
|
|
|
$
|
1,340,631
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sources of Funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NOW
|
$
|
255,959
|
|
|
$
|
446
|
|
|
0.71
|
%
|
|
$
|
259,677
|
|
|
$
|
398
|
|
|
0.62
|
%
|
Money market
|
240,936
|
|
|
1,178
|
|
|
1.98
|
%
|
|
96,463
|
|
|
248
|
|
|
1.04
|
%
|
||||
Savings
|
221,608
|
|
|
327
|
|
|
0.60
|
%
|
|
221,946
|
|
|
77
|
|
|
0.14
|
%
|
||||
Time
|
436,376
|
|
|
1,913
|
|
|
1.78
|
%
|
|
265,139
|
|
|
735
|
|
|
1.12
|
%
|
||||
Total interest bearing deposits
|
1,154,879
|
|
|
3,864
|
|
|
1.36
|
%
|
|
843,225
|
|
|
1,458
|
|
|
0.70
|
%
|
||||
Borrowed funds
|
188,983
|
|
|
1,214
|
|
|
2.61
|
%
|
|
111,886
|
|
|
506
|
|
|
1.83
|
%
|
||||
Junior subordinated debentures
|
27,860
|
|
|
315
|
|
|
4.59
|
%
|
|
27,849
|
|
|
315
|
|
|
4.59
|
%
|
||||
Total interest bearing liabilities
|
$
|
1,371,722
|
|
|
$
|
5,393
|
|
|
1.59
|
%
|
|
$
|
982,960
|
|
|
$
|
2,279
|
|
|
0.94
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-interest bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits
|
259,363
|
|
|
|
|
|
|
208,694
|
|
|
|
|
|
||||||||
Other liabilities
|
6,481
|
|
|
|
|
|
|
5,112
|
|
|
|
|
|
||||||||
Total non-interest bearing liabilities
|
265,844
|
|
|
|
|
|
|
213,806
|
|
|
|
|
|
||||||||
Stockholders' equity
|
188,063
|
|
|
|
|
|
|
143,865
|
|
|
|
|
|
||||||||
Total Liabilities and Stockholders' Equity
|
$
|
1,825,629
|
|
|
|
|
|
|
$
|
1,340,631
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Interest Income and Margin
(5)
|
|
|
14,666
|
|
|
3.46
|
%
|
|
|
|
10,962
|
|
|
3.55
|
%
|
||||||
Tax-equivalent basis adjustment
|
|
|
(227
|
)
|
|
|
|
|
|
(194
|
)
|
|
|
||||||||
Net Interest Income
|
|
|
$
|
14,439
|
|
|
|
|
|
|
$
|
10,768
|
|
|
|
(1) Includes loan fee income.
|
(2) Average rates on securities are calculated on amortized costs.
|
(3) Full taxable equivalent basis, using an effective tax rate of 30.09% in 2019 and 2018 and adjusted for TEFRA (Tax and Equity Fiscal Responsibility Act) interest expense disallowance
|
(4) Loans outstanding include non-accrual loans.
|
(5) Represents the difference between interest earned and interest paid, divided by average total interest-earning assets.
|
(Dollars in thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Commercial and industrial loans
|
$
|
93,567
|
|
|
$
|
81,709
|
|
Construction
|
120,340
|
|
|
142,321
|
|
||
Commercial real estate
|
929,091
|
|
|
878,449
|
|
||
Residential real estate
|
369,100
|
|
|
370,955
|
|
||
Consumer and other
|
2,654
|
|
|
2,393
|
|
||
Total gross loans
|
$
|
1,514,752
|
|
|
$
|
1,475,827
|
|
(Dollars in thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Non-accrual loans
|
$
|
20,638
|
|
|
$
|
20,704
|
|
Non-accrual loans to total loans
|
1.36
|
%
|
|
1.40
|
%
|
||
NPAs
|
$
|
24,914
|
|
|
$
|
25,759
|
|
NPAs to total assets
|
1.35
|
%
|
|
1.43
|
%
|
||
Allowance for loan losses as a % of non-accrual loans
|
44.53
|
%
|
|
42.38
|
%
|
||
Allowance for loan losses to total loans
|
0.61
|
%
|
|
0.60
|
%
|
(Dollars in thousands)
|
March 31, 2019
|
|
March 31, 2018
|
||||
Balance, beginning of period
|
$
|
8,775
|
|
|
$
|
7,335
|
|
Provision
|
571
|
|
|
508
|
|
||
Charge-offs
|
(168
|
)
|
|
(34
|
)
|
||
Recoveries
|
12
|
|
|
19
|
|
||
Balance, end of period
|
$
|
9,190
|
|
|
$
|
7,828
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||
(Dollars in thousands)
|
Amount
|
|
Percentage of
Loans In Each
Category To
Gross Loans
|
|
Amount
|
|
Percentage of
Loans In Each
Category To
Gross Loans
|
||||||
Commercial and industrial
|
$
|
647
|
|
|
6.2
|
%
|
|
$
|
603
|
|
|
6.6
|
%
|
Construction
|
359
|
|
|
7.9
|
%
|
|
663
|
|
|
6.9
|
%
|
||
Commercial real estate
|
6,304
|
|
|
61.3
|
%
|
|
5,575
|
|
|
66.2
|
%
|
||
Residential real estate
|
1,349
|
|
|
24.4
|
%
|
|
1,371
|
|
|
20.2
|
%
|
||
Consumer and other loans
|
19
|
|
|
0.2
|
%
|
|
23
|
|
|
0.1
|
%
|
||
Unallocated
|
512
|
|
|
—
|
%
|
|
540
|
|
|
—
|
%
|
||
Total
|
$
|
9,190
|
|
|
100.0
|
%
|
|
$
|
8,775
|
|
|
100.0
|
%
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average Price
Paid per Share
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Program
|
|
Number of
Shares that
May Yet Be
Purchased
Under the
Program
(1)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2019 through January 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
February 1, 2019 through February 28, 2019
|
|
61,900
|
|
|
22.03
|
|
|
61,900
|
|
|
408,100
|
|
|
March 1, 2019 through March 31, 2019
|
|
26,191
|
|
|
21.45
|
|
|
26,191
|
|
|
381,909
|
|
|
Total
|
|
88,091
|
|
|
$
|
21.74
|
|
|
88,091
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
Agreement and Plan of Merger, dated as of April 10, 2017, by and between Sussex Bancorp, Sussex Bank and Community Bank of Bergen County, NJ (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed with the SEC on April 11, 2017).
|
|
|
Agreement and Plan of Merger, dated as of June 19, 2018, by and between SB One Bancorp, SB One Bank and Enterprise Bank N.J. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed with the SEC on June 20, 2018).
|
|
|
Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on 10-Q filed with the SEC on August 15, 2011).
|
|
|
Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 4, 2018).
|
|
|
Second Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 30, 2019).
|
|
|
Second Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on May 4, 2018).
|
|
|
Employment Agreement, dated March 27, 2019, by and between the Company, SB One Bank and Adriano Duarte (incorporated by reference to Exhibit 10.1 to the Current Report on Form -K filed with the SEC on May 3, 2019).
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
|
|
|
Section 1350 Certifications of the Chief Executive Officer and Chief Financial Officer.
|
|
101
|
|
Financial statements from the Quarterly Report on Form 10-Q of SB One Bancorp for the quarter ended March 31, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income and Comprehensive Income; (iii) the Consolidated Statements of Stockholders’ Equity; (iv) the Consolidated Statements of Cash Flows and (v) Notes to Unaudited Consolidated Financial Statements.
|
*
|
Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
|
Date: May 9, 2019
|
|
SB ONE BANCORP
|
|
|
|
|
By:
|
/s/ Adriano M. Duarte
|
|
|
Adriano M. Duarte
|
|
|
Chief Financial Officer and Executive Vice President
|
|
|
(Principal Financial and Accounting Officer)
|
1 Year SB One Bancorp Chart |
1 Month SB One Bancorp Chart |
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