Parkway Acquisition FORM 10-Q (Quarterly Report)

File Date: 2017-05-15

Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

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

For the quarterly period ended March 31, 2017

Or

 

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

For the transition period from                      to                     

Commission File Number: 333- 209052

 

 

PARKWAY ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Virginia   47-5486027

(State or Other Jurisdiction

of Incorporation)

 

(I.R.S. Employer

Identification Number)

101 Jacksonville Circle  
Floyd, Virginia   24091
(Address of Principal Executive Offices)   (Zip Code)

(540) 745-4191

(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 checkmark whether the Registrant has submitted electronically and posted on its corporate website, if any, any Interactive Data File required to be submitted and posted pursuant to Rule 405 of regulation S-T (Section 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  ☒

The registrant had 5,021,376 shares of Common Stock, no par value per share, outstanding as of May 12, 2017.

 

 

 


Table of Contents

PART I

 

FINANCIAL INFORMATION

  

Item 1.

 

Financial Statements

  
 

Consolidated Balance Sheets—March 31, 2017 (Unaudited) and December 31, 2016 (Audited)

     3  
 

Unaudited Consolidated Statements of Income—Three Months Ended March 31, 2017 and March 31, 2016

     4  
 

Unaudited Consolidated Statements of Comprehensive Income—Three Months Ended March 31, 2017 and March 31, 2016

     5  
 

Unaudited Consolidated Statements of Changes in Stockholders’ Equity—Three Months Ended March 31, 2017 and March 31, 2016

     6  
 

Unaudited Consolidated Statements of Cash Flows—Three Months Ended March 31, 2017 and March 31, 2016

     7  
 

Notes to Consolidated Financial Statements

     8  

Item 2.

 

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

     38  

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

     43  

Item 4.

 

Controls and Procedures

     44  

PART II

 

OTHER INFORMATION

  

Item 1.

 

Legal Proceedings

     45  

Item 1A.

 

Risk Factors

     45  

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

     45  

Item 3.

 

Defaults Upon Senior Securities

     45  

Item 4.

 

Mine Safety Disclosures

     45  

Item 5.

 

Other Information

     45  

Item 6.

 

Exhibits

     45  

Signatures

     46  


Table of Contents

Part I. Financial Information

 

Item 1. Financial Statements

 

Parkway Acquisition Corp. and Subsidiary

Consolidated Balance Sheets

March 31, 2017 and December 31, 2016

 

 

     March 31,     December 31,  
(dollars in thousands except share amounts)    2017     2016  
     (Unaudited)        

Assets

    

Cash and due from banks

   $ 7,950     $ 7,215  

Interest-bearing deposits with banks

     8,271       19,399  

Federal funds sold

     21,157       9,294  

Investment securities available for sale

     60,586       62,540  

Restricted equity securities

     1,388       1,149  

Loans, net of allowance for loan losses of $3,576 at March 31, 2017 and $3,420 at December 31, 2016

     408,793       408,548  

Cash value of life insurance

     17,015       16,850  

Foreclosed assets

     70       70  

Property and equipment, net

     18,170       17,970  

Accrued interest receivable

     1,449       1,732  

Core deposit intangible

     2,256       2,327  

Deferred tax assets, net

     5,413       5,872  

Other assets

     5,936       5,890  
  

 

 

   

 

 

 

Total Assets

   $ 558,454     $ 558,856  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Liabilities

    

Deposits

    

Noninterest-bearing

   $ 131,784     $ 127,224  

Interest-bearing

     368,459       372,163  
  

 

 

   

 

 

 

Total deposits

     500,243       499,387  

Accrued interest payable

     143       57  

Other liabilities

     1,975       3,946  
  

 

 

   

 

 

 

Total Liabilities

     502,361       503,390  
  

 

 

   

 

 

 

Commitments and contingencies (Note 7)

    

Stockholders’ equity

    

Preferred stock, no par value; 5,000,000 shares authorized; none issued

     —         —    

Common stock, no par value; 25,000,000 shares authorized; 5,021,376 issued and outstanding at March 31, 2017 and December 31, 2016

     —         —    

Surplus

     26,166       26,166  

Retained earnings

     30,934       30,654  

Accumulated other comprehensive loss

     (1,007     (1,354
  

 

 

   

 

 

 

Total Stockholders’ Equity

     56,093       55,466  
  

 

 

   

 

 

 

Total Liabilities and Stockholders’ Equity

   $ 558,454     $ 558,856  
  

 

 

   

 

 

 

See Notes to Consolidated Financial Statements

 

3


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Consolidated Statements of Income

For the Three Months ended March 31, 2017 and 2016

 

 

    

Three Months Ended

March 31,

 
(dollars in thousands except share amounts)    2017      2016  
     (Unaudited)      (Unaudited)  

Interest income

     

Loans and fees on loans

   $ 5,055      $ 2,892  

Interest-bearing deposits in banks

     12        —    

Federal funds sold

     19        6  

Investment securities:

     

Taxable

     343        289  

Exempt from federal income tax

     —          1  

Dividends

     29        13  
  

 

 

    

 

 

 
     5,458        3,201  
  

 

 

    

 

 

 

Interest expense

     

Deposits

     370        275  

Interest on borrowings

     —          151  
  

 

 

    

 

 

 
     370        426  
  

 

 

    

 

 

 

Net interest income

     5,088        2,775  

Provision for loan losses

     108        (87
  

 

 

    

 

 

 

Net interest income after provision for loan losses

     4,980        2,862  
  

 

 

    

 

 

 

Noninterest income

     

Service charges on deposit accounts

     322        243  

Other service charges and fees

     378        283  

Net realized gains on securities

     —          361  

Mortgage loan origination fees

     45        20  

Increase in cash value of life insurance

     111        72  

Other income

     32        10  
  

 

 

    

 

 

 
     888        989  
  

 

 

    

 

 

 

Noninterest expense

     

Salaries and employee benefits

     2,550        1,442  

Occupancy and equipment

     666        280  

Foreclosed asset expense, net

     5        43  

Data processing expense

     271        114  

FDIC assessments

     75        60  

Advertising

     158        47  

Bank franchise tax

     82        45  

Director fees

     63        27  

Merger related expense

     315        168  

Other expense

     722        917  
  

 

 

    

 

 

 
     4,907        3,143  
  

 

 

    

 

 

 

Income before income taxes

     961        708  

Income tax expense

     280        274  
  

 

 

    

 

 

 

Net income

   $ 681      $ 434  
  

 

 

    

 

 

 

Basic earnings per share

   $ 0.14      $ 0.25  
  

 

 

    

 

 

 

Weighted average shares outstanding

     5,021,376        1,718,968  
  

 

 

    

 

 

 

Dividends declared per share

   $ 0.08      $ 0.10  
  

 

 

    

 

 

 

See Notes to Consolidated Financial Statements

 

4


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Consolidated Statements of Comprehensive Income

For the Three Months ended March 31, 2017 and 2016

 

 

    

Three Months Ended

March 31,

 
(dollars in thousands)    2017     2016  
     (Unaudited)     (Unaudited)  

Net income

   $ 681     $ 434  
  

 

 

   

 

 

 

Other comprehensive income

    

Unrealized gains on investment securities available for sale:

    

Unrealized gains arising during the period

     526       790  

Tax related to unrealized gains

     (179     (269

Reclassification of net realized gains during the period

     —         (361

Tax related to realized gains

     —         123  
  

 

 

   

 

 

 

Total other comprehensive income

     347       283  
  

 

 

   

 

 

 

Total comprehensive income

   $ 1,028     $ 717  
  

 

 

   

 

 

 

See Notes to Consolidated Financial Statements

 

5


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Consolidated Statements of Changes in Stockholders’ Equity

For the Three Months ended March 31, 2017 and 2016 (unaudited)

 

 

                                Accumulated        
     Common Stock             Retained     Comprehensive        
(dollars in thousands except share amounts)    Shares      Amount      Surplus      Earnings     Loss     Total  

Balance, December 31, 2015

     1,718,968      $ 2,149      $ 522      $ 28,709     $ (724   $ 30,656  

Net income

     —          —          —          434       —         434  

Other comprehensive income

     —          —          —          —         283       283  

Dividends paid ($0.10 per share)

     —          —          —          (172     —         (172
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance, March 31, 2016

     1,718,968      $ 2,149      $ 522      $ 28,971     $ (441   $ 31,201  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance, December 31, 2016

     5,021,376      $ —        $ 26,166      $ 30,654     $ (1,354   $ 55,466  

Net income

     —          —          —          681       —         681  

Other comprehensive income

     —          —          —          —         347       347  

Dividends paid ($0.08 per share)

     —          —          —          (401     —         (401
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance, March 31, 2017

     5,021,376      $ —        $ 26,166      $ 30,934     $ (1,007   $ 56,093  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

See Notes to Consolidated Financial Statements

 

6


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Consolidated Statements of Cash Flows

For the Three Months ended March 31, 2017 and 2016

 

 

     Three Months Ended  
(dollars in thousands)    March 31,  
     2017     2016  

Cash flows from operating activities

    

Net income

   $ 681     $ 434  

Adjustments to reconcile net income to net cash (used in) provided by operations:

    

Depreciation and amortization

     318       150  

Amortization of core deposit intangibles

     71       —    

Accretion of loan discount and deposit premium, net

     (389     —    

Provision for (reduction of) loan loss provision

     108       (87

Deferred income taxes

     280       274  

Net realized gains on securities

     —         (361

Accretion of discount on securities, net of amortization of premiums

     181       102  

Deferred compensation

     (21     (15

Net realized loss on foreclosed assets

     —         33  

Changes in assets and liabilities:

    

Cash value of life insurance

     (165     (72

Accrued interest receivable

     283       188  

Other assets

     (46     (190

Accrued interest payable

     86       53  

Other liabilities

     (1,950     (227
  

 

 

   

 

 

 

Net cash (used in) provided by operating activities

     (563     282  
  

 

 

   

 

 

 

Cash flows from investing activities

    

Activity in available for sale securities:

    

Purchases

     —         (1,122

Sales

     —         17,927  

Maturities/calls/paydowns

     2,299       2,170  

Sales (purchases) of restricted equity securities

     (239     1  

Net (increase) decrease in loans

     (48     259  

Proceeds from the sale of foreclosed assets

     —         270  

Purchases of property and equipment, net of sales

     (518     (64
  

 

 

   

 

 

 

Net cash provided by investing activities

     1,494       19,441  
  

 

 

   

 

 

 

Cash flows from financing activities

    

Net increase (decrease) in deposits

     940       (2,192

Net decrease in borrowings

     —         (10,000

Dividends paid

     (401     (172
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     539       (12,364
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     1,470       7,359  

Cash and cash equivalents, beginning

     35,908       8,054  
  

 

 

   

 

 

 

Cash and cash equivalents, ending

   $ 37,378     $ 15,413  
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information

    

Interest paid

   $ 284     $ 373  
  

 

 

   

 

 

 

Taxes paid

   $ —       $ —    
  

 

 

   

 

 

 

Supplemental disclosure of noncash investing activities

    

Effect on equity of change in net unrealized gain or loss on available for sale securities

   $ 347     $ 283  
  

 

 

   

 

 

 

Transfers of loans to foreclosed properties

   $ —       $ 25  
  

 

 

   

 

 

 

See Notes to Consolidated Financial Statements

 

7


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

Note 1. Organization and Summary of Significant Accounting Policies

Organization

Parkway Acquisition Corp. (“Parkway”) was incorporated as a Virginia corporation on November 2, 2015. Parkway was formed as a business combination shell for the purpose of completing a business combination transaction between Grayson Bankshares, Inc. (“Grayson”) and Cardinal Bankshares Corporation (“Cardinal”). On November 6, 2015, Grayson, Cardinal and Parkway entered into an Agreement and Plan of Merger (the “merger agreement”), providing for the combination of the three companies. Terms of the merger agreement called for Grayson and Cardinal to merge with and into Parkway, with Parkway as the surviving corporation (the “merger”). The merger agreement established exchange ratios under which each share of Grayson common stock was converted to the right to receive 1.76 shares of common stock of Parkway, while each share of Cardinal common stock was converted to the right to receive 1.30 shares of common stock of Parkway. The exchange ratios resulted in Grayson shareholders receiving approximately 60% of the newly issued Parkway shares and Cardinal shareholders receiving approximately 40% of the newly issued Parkway shares. The merger was completed on July 1, 2016. Grayson is considered the acquiror and Cardinal is considered the acquiree in the transaction for accounting purposes.

Upon completion of the merger, the Bank of Floyd, a wholly-owned subsidiary of Cardinal, was merged with and into Grayson National Bank (the “Bank’), a wholly-owned subsidiary of Grayson. The Bank was organized under the laws of the United States in 1900 and now serves the Virginia counties of Grayson, Floyd, Carroll, Wythe, Montgomery and Roanoke, and the surrounding areas through seventeen full-service banking offices and one loan production office. Effective March 13, 2017, the Bank changed its name to Skyline National Bank. As an FDIC-insured National Banking Association, the Bank is subject to regulation by the Comptroller of the Currency. Parkway is regulated by the Board of Governors of the Federal Reserve System.

For purposes of this quarterly report on Form 10-Q, all information contained herein as of and for periods prior to July 1, 2016 reflects the operations of Grayson prior to the merger. Unless this report otherwise indicates or the context otherwise requires, all references to “Parkway” or the “Company” as of and for periods subsequent to July 1, 2016 refer to the combined company and its subsidiary as a combined entity after the merger, and all references to the “Company” as of and for periods prior to July 1, 2016 are references to Grayson and its subsidiary as a combined entity prior to the merger.

The consolidated financial statements as of March 31, 2017 and for the periods ended March 31, 2017 and 2016 included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the information furnished in the interim consolidated financial statements reflects all adjustments necessary to present fairly the Company’s consolidated financial position, results of operations, changes in stockholders’ equity and cash flows for such interim periods. Management believes that all interim period adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto as of December 31, 2016, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. The results of operations for the three-month period ended March 31, 2017 are not necessarily indicative of the results to be expected for the full year.

 

8


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 1. Organization and Summary of Significant Accounting Policies, continued

 

Critical Accounting Policies

Management believes the policies with respect to the methodology for the determination of the allowance for loan losses, and asset impairment judgments involve a higher degree of complexity and require management to make difficult and subjective judgments which often require assumptions or estimates about highly uncertain matters. Changes in these judgments, assumptions or estimates could cause reported results to differ materially. These critical policies and their application are periodically reviewed with the Audit Committee and the Board of Directors.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and the Bank, which is wholly owned. All significant, intercompany transactions and balances have been eliminated in consolidation.

Business Segments

The Company reports its activities as a single business segment. In determining the appropriateness of segment definition, the Company considers components of the business about which financial information is available and regularly evaluated relative to resource allocation and performance assessment.

Business Combinations

Generally, acquisitions are accounted for under the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations. A business combination occurs when the Company acquires net assets that constitute a business, or acquires equity interests in one or more other entities that are businesses and obtains control over those entities. Business combinations are effected through the transfer of consideration consisting of cash and/or common stock and are accounted for using the acquisition method. Accordingly, the assets and liabilities of the acquired entity are recorded at their respective fair values as of the closing date of the acquisition. Determining the fair value of assets and liabilities, especially the loan portfolio, is a complicated process involving significant judgment regarding methods and assumptions used to calculate estimated fair values. Fair values are subject to refinement for up to one year after the closing date of the acquisition as information relative to closing date fair values becomes available. The results of operations of an acquired entity are included in our consolidated results from the closing date of the merger, and prior periods are not restated. No allowance for loan losses related to the acquired loans is recorded on the acquisition date because the fair value of the loans acquired incorporates assumptions regarding future credit losses. The fair value estimates associated with the acquired loans include estimates related to expected prepayments and the amount and timing of expected principal, interest and other cash flows.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 relate to the determination of the allowance for loan losses and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans. In connection with the determination of the allowances for loan and foreclosed real estate losses, management obtains independent appraisals for significant properties.

 

9


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 1. Organization and Summary of Significant Accounting Policies, continued

Use of Estimates, continued

 

Substantially all of the Bank’s loan portfolio consists of loans in its market area. Accordingly, the ultimate collectibility of a substantial portion of the Bank’s loan portfolio and the recovery of a substantial portion of the carrying amount of foreclosed real estate are susceptible to changes in local market conditions. The regional economy is diverse, but influenced to an extent by the manufacturing and agricultural segments.

While management uses available information to recognize loan and foreclosed real estate losses, future additions to the allowances may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as a part of their routine examination process, periodically review the Bank’s allowances for loan and foreclosed real estate losses. Such agencies may require the Bank to recognize additions to the allowances based on their judgments about information available to them at the time of their examinations. Because of these factors, it is reasonably possible that the allowances for loan and foreclosed real estate losses may change materially in the near term.

The Company seeks strategies that minimize the tax effect of implementing their business strategies. As such, judgments are made regarding the ultimate consequence of long-term tax planning strategies, including the likelihood of future recognition of deferred tax benefits. The Company’s tax returns are subject to examination by both Federal and State authorities. Such examinations may result in the assessment of additional taxes, interest and penalties. As a result, the ultimate outcome, and the corresponding financial statement impact, can be difficult to predict with accuracy.

Accounting for pension benefits, costs and related liabilities are developed using actuarial valuations. These valuations include key assumptions determined by management, including the discount rate and expected long-term rate of return on plan assets. Material changes in pension costs may occur in the future due to changes in these assumptions.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents includes cash and amounts due from banks (including cash items in process of collection), interest-bearing deposits with banks and federal funds sold.

Trading Securities

The Company does not hold securities for short-term resale and therefore does not maintain a trading securities portfolio.

Securities Held to Maturity

Bonds, notes, and debentures for which the Company has the positive intent and ability to hold to maturity are reported at cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the period to maturity. The Company does not currently hold any securities classified as held to maturity.

Securities Available for Sale

Available for sale securities are reported at fair value and consist of bonds, notes, debentures, and certain equity securities not classified as trading securities or as held to maturity securities.

Unrealized holding gains and losses, net of tax, on available for sale securities are reported as a net amount in a separate component of accumulated other comprehensive income. Realized gains and losses on the sale of available for sale securities are determined using the specific-identification method. Premiums and discounts are recognized in interest income using the interest method over the period to maturity.

 

10


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 1. Organization and Summary of Significant Accounting Policies, continued

Securities Available for Sale, continued

 

Declines in the fair value of individual held to maturity and available for sale securities below cost that are other than temporary are reflected as write-downs of the individual securities to fair value. Related write-downs are included in earnings as realized losses.

Loans Receivable

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at their outstanding principal amount adjusted for any charge-offs and the allowance for loan losses. Loan origination costs are capitalized and recognized as an adjustment to yield over the life of the related loan.

Interest is accrued and credited to income based on the principal amount outstanding. The accrual of interest on impaired loans is discontinued when, in management’s opinion, the borrower may be unable to meet payments as they become due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received. Payments received are first applied to principal, and any remaining funds are then applied to interest. When facts and circumstances indicate the borrower has regained the ability to meet the required payments, the loan is returned to accrual status. Past due status of loans is determined based on contractual terms.

Purchased Performing Loans – The Company accounts for performing loans acquired in business combinations using the contractual cash flows method of recognizing discount accretion based on the acquired loans’ contractual cash flows. Purchased performing loans are recorded at fair value, including a credit discount. The fair value discount is accreted as an adjustment to yield over the estimated lives of the loans. There is no allowance for loan losses established at the acquisition date for purchased performing loans. A provision for loan losses is recorded for any further deterioration in these loans subsequent to the acquisition

Purchased Credit-Impaired (“PCI”) Loans – Loans purchased with evidence of credit deterioration since origination, and for which it is probable that all contractually required payments will not be collected, are considered credit impaired. Evidence of credit quality deterioration as of the purchase date may include statistics such as internal risk grade and past due and nonaccrual status. Purchased impaired loans generally meet the Company’s definition for nonaccrual status. PCI loans are initially measured at fair value, which reflects estimated future credit losses expected to be incurred over the life of the loan. Accordingly, the associated allowance for credit losses related to these loans is not carried over at the acquisition date. Any excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable yield and is recognized into interest income over the remaining life of the loan when there is a reasonable expectation about the amount and timing of such cash flows. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the nonaccretable difference, and is available to absorb credit losses on those loans. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses. Subsequent significant increases in cash flows result in a reversal of the provision for loan losses to the extent of prior charges, or a reclassification of the nonaccretable difference with a positive impact on future interest income.

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance, or portion there of, is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

 

11


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 1. Organization and Summary of Significant Accounting Policies, continued

Allowance for Loan Losses, continued

 

The allowance consists of specific, general and unallocated components. The specific component is calculated on an individual basis for larger-balance, non-homogeneous loans, which are considered impaired. A specific allowance is established when the discounted cash flows, collateral value (less disposal costs), or observable market price of the impaired loan is lower than its carrying value. The specific component of the allowance for smaller- balance loans whose terms have been modified in a troubled debt restructuring (TDR) is calculated on a pooled basis considering historical experience adjusted for qualitative factors. The general component covers non-impaired loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for all loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Bank does not separately identify individual consumer and residential loans for impairment disclosures, unless such loans are the subject of a restructuring agreement.

Troubled Debt Restructurings

Under GAAP, the Bank is required to account for certain loan modifications or restructurings as “troubled debt restructurings” or “troubled debt restructured loans.” In general, the modification or restructuring of a debt constitutes a troubled debt restructuring if the Bank for economic or legal reasons related to the borrower’s financial difficulties grants a concession to the borrower that the Bank would not otherwise consider. Debt restructuring or loan modifications for a borrower do not necessarily always constitute a troubled debt restructuring, however, and troubled debt restructurings do not necessarily result in non-accrual loans. Troubled debt restructured loans are maintained in nonaccrual status until they have been performing in accordance with modified terms for a period of at least six months.

Property and Equipment

Land is carried at cost. Bank premises, furniture and equipment are carried at cost, less accumulated depreciation and amortization computed principally by the straight-line method over the following estimated useful lives:

 

     Years

Buildings and improvements

   10-40

Furniture and equipment

   5-12

 

12


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 1. Organization and Summary of Significant Accounting Policies, continued

 

Foreclosed Assets

Real estate properties acquired through, or in lieu of, loan foreclosure are to be sold and are initially recorded at fair value less anticipated cost to sell at the date of foreclosure, establishing a new cost basis. After foreclosure, valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in foreclosure expense on the consolidated statements of income.

Pension Plan

Prior to the merger, both Grayson National Bank (Grayson) and Bank of Floyd (Floyd) had qualified noncontributory defined benefit pension plans in place which covered substantially all of each bank’s employees. The benefits in each plan are primarily based on years of service and earnings. Both Grayson and Floyd plans were amended to freeze benefit accruals for all eligible employees prior to the effective date of the merger. Grayson’s plan is a single-employer plan, the funded status of which is measured as the difference between the fair value of plan assets and the projected benefit obligation. Floyd’s plan is a multi-employer plan for accounting purposes and is a multiple-employer plan under the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Bank; (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets; and (3) the Bank does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.

Core Deposit Intangible

Core deposit intangibles represent the value of long-term deposit relationships acquired in a business combination. Core deposit intangibles are amortized over the estimated useful lives of the deposit accounts acquired (generally twenty years on an accelerated basis).

Income Taxes

Provision for income taxes is based on amounts reported in the statements of income (after exclusion of non-taxable income such as interest on state and municipal securities) and consists of taxes currently due plus deferred taxes on temporary differences in the recognition of income and expense for tax and financial statement purposes. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more likely than not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more likely than not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

 

13


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 1. Organization and Summary of Significant Accounting Policies, continued

 

Advertising Expense

The Company expenses advertising costs as they are incurred. Advertising expense for the years presented is not material.

Basic Earnings per Share

Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period, after giving retroactive effect to stock splits and dividends.

Comprehensive Income

Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income includes unrealized gains and losses on securities available for sale and changes in the funded status of the pension plan which are also recognized as separate components of equity. The accumulated balances related to each component of other comprehensive income (loss) are as follows:

 

     Unrealized Gains
And Losses
               
(dollars in thousands)    On Available for
Sale Securities
     Defined Benefit
Pension Items
     Total  

Balance, December 31, 2015

   $ (116    $ (608    $ (724

Other comprehensive loss before reclassifications

     (218      (172      (390

Amounts reclassified from accumulated other comprehensive loss

     (240      —          (240
  

 

 

    

 

 

    

 

 

 

Balance December 31, 2016

     (574      (780      (1,354

Other comprehensive income before reclassifications

     347        —          347  
  

 

 

    

 

 

    

 

 

 

Balance March 31, 2017

   $ (227    $ (780    $ (1,007
  

 

 

    

 

 

    

 

 

 

Off-Balance Sheet Credit Related Financial Instruments

In the ordinary course of business, the Company has entered into commitments to extend credit, including commitments under line of credit arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded.

Fair Value of Financial Instruments

Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 8. Fair value estimates involve uncertainties and matters of significant judgment. Changes in assumptions or in market conditions could significantly affect the estimates.

Reclassification

Certain reclassifications have been made to the prior years’ financial statements to place them on a comparable basis with the current presentation. Net income and stockholders’ equity previously reported were not affected by these reclassifications.

 

14


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 1. Organization and Summary of Significant Accounting Policies, continued

 

Recent Accounting Pronouncements

The following accounting standards may affect the future financial reporting by the Company:

In May 2014, the FASB issued guidance to change the recognition of revenue from contracts with customers. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. The guidance will be effective for the Company for annual periods beginning after December 15, 2017, and interim periods within annual reporting periods beginning after December 15, 2018. The Company will apply the guidance using a full retrospective approach. The Company does not expect these amendments to have a material effect on its consolidated financial statements.

In August 2015, the FASB deferred the effective date of ASU 2014-09, Revenue from Contracts with Customers. As a result of the deferral, the guidance in ASU 2014-09 will be effective for the Company for reposting periods beginning after December 15, 2017. The Company will apply the guidance using a full retrospective approach. The Company does not expect these amendments to have a material effect on its consolidated financial statements.

In November 2015, the FASB amended the Income Taxes topic of the Accounting Standards Codification to simplify the presentation of deferred income taxes by requiring that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments will be effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted as of the beginning of an interim or annual reporting period. The Company will apply the guidance prospectively. The Company does not expect these amendments to have a material effect on its consolidated financial statements.

In January 2016, the FASB amended the Financial Instruments topic of the Accounting Standards Codification to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company will apply the guidance by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values will be applied prospectively to equity investments that exist as of the date of adoption of the amendments. The Company does not expect these amendments to have a material effect on its consolidated financial statements.

In February 2016, the FASB amended the Leases topic of the Accounting Standards Codification to revise certain aspects of recognition, measurement, presentation, and disclosure of leasing transactions. The amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect that implementation of the new standard will have on its financial position, results of operations, and cash flows.

In March 2016, the FASB amended the Revenue from Contracts with Customers topic of the Accounting Standards Codification to clarify the implementation guidance on principal versus agent considerations and address how an entity should assess whether it is the principal or the agent in contracts that include three or more parties. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.

In April 2016, the FASB amended the Revenue from Contracts with Customers topic of the Accounting Standards Codification to clarify guidance related to identifying performance obligations and accounting for licenses of intellectual property. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.

 

15


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 1. Organization and Summary of Significant Accounting Policies, continued

Recent Accounting Pronouncements, continued

 

In May 2016, the FASB amended the Revenue from Contracts with Customers topic of the Accounting Standards Codification to clarify guidance related to collectability, noncash consideration, presentation of sales tax, and transition. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.

In June 2016, the FASB issued guidance to change the accounting for credit losses and modify the impairment model for certain debt securities. The amendments will be effective for the Company for reporting periods beginning after December 15, 2019. The Company is currently evaluating the effect that implementation of the new standard will have on its financial position, results of operations, and cash flows.

In August 2016, the FASB amended the Statement of Cash Flows topic of the Accounting Standards Codification to clarify how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments will be effective for the Company for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years. The Company does not expect these amendments to have a material effect on its financial statements.

In October 2016, the FASB amended the Income Taxes topic of the Accounting Standards Codification to modify the accounting for intra-entity transfers of assets other than inventory. The amendments will be effective for the Company for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

In November 2016, the FASB amended the Statement of Cash Flows topic of the Accounting Standards Codification to clarify how restricted cash is presented and classified in the statement of cash flows. The amendments will be effective for the Company for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

In December 2016, the FASB issued technical corrections and improvements to the Revenue from Contracts with Customers Topic. These corrections make a limited number of revisions to several pieces of the revenue recognition standard issued in 2014. The effective date and transition requirements for the technical corrections will be effective for the Company for reporting periods beginning after December 15, 2017. The Company will apply the guidance using a full retrospective approach. The Company does not expect these amendments to have a material effect on its financial statements.

 

16


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 1. Organization and Summary of Significant Accounting Policies, continued

Recent Accounting Pronouncements, continued

 

In January 2017, the FASB issued guidance to 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. The amendment to the Business Combinations Topic is intended to address concerns that the existing definition of a business has been applied too broadly and has resulted in many transactions being recorded as business acquisitions that in substance are more akin to asset acquisitions. The guidance will be effective for the Company for reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

In January 2017, the FASB updated the Accounting Changes and Error Corrections and the Investments—Equity Method and Joint Ventures Topics of the Accounting Standards Codification. The ASU incorporates into the Accounting Standards Codification recent SEC guidance about disclosing, under SEC SAB Topic 11.M, the effect on financial statements of adopting the revenue, leases, and credit losses standards. The ASU was effective upon issuance. The Company is currently evaluating the impact on additional disclosure requirements as each of the standards is adopted, however it does not expect these amendments to have a material effect on its financial position, results of operations or cash flows.

In January 2017, the FASB amended the Goodwill and Other Topic of the Accounting Standards Codification to simplify the accounting for goodwill impairment for public business entities and other entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill. The amendment removes Step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The effective date and transition requirements for the technical corrections will be effective for the Company for reporting periods 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 these amendments to have a material effect on its financial statements.

In February 2017, the FASB amended the Other Income Topic of the Accounting Standards Codification to clarify the scope of the guidance on nonfinancial asset derecognition as well as the accounting for partial sales of nonfinancial assets. The amendments conform the derecognition guidance on nonfinancial assets with the model for transactions in the new revenue standard. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.

In March 2017, the FASB amended the requirements in the Compensation—Retirement Benefits Topic of the Accounting Standards Codification related to the income statement presentation of the components of net periodic benefit cost for an entity’s sponsored defined benefit pension and other postretirement plans. The amendments will be effective for the Company for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

In March 2017, the FASB amended the requirements in the Receivables—Nonrefundable Fees and Other Costs Topic of the Accounting Standards Codification related to the amortization period for certain purchased callable debt securities held at a premium. The amendments shorten the amortization period for the premium to the earliest call date. The amendments will be effective for the Company for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

 

17


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 2. Business Combinations

On July 1, 2016, Parkway completed its merger with Grayson and Cardinal. Parkway had no material assets or liabilities and did not conduct any business prior to consummation of the merger except to perform its obligations under the merger agreement. As such, Grayson is considered the acquiring entity in this business combination for accounting purposes. Under the terms of the merger agreement, each share of Grayson common stock was converted to the right to receive 1.76 shares of common stock of Parkway, while each share of Cardinal common stock was converted to the right to receive 1.30 shares of common stock of Parkway. There was no trading market and no market price for Parkway common stock on the date of the transaction. Parkway was quoted on the OTC Markets and began trading on August 31, 2016; however, Parkway is a new company and the stock is thinly traded. Grayson, as the accounting acquirer at the time of the merger, was also thinly traded and the limited number of shares traded prior to the acquisition were not considered indicative of trading value. Due to the limited trading history of Parkway and Grayson, the Company engaged a third party to determine the value of the transaction as well as the value of the consideration paid to Cardinal as a result of the transaction. The Company also engaged a third party to calculate fair values of all assets and liabilities acquired in the transaction. These valuations are not final and may be refined for up to one year following the merger date.

The following table presents the Cardinal assets acquired and liabilities assumed as of July 1, 2016 as well as the related fair value adjustments and determination of purchase gain.

 

(dollars in thousands)    As Reported by      Fair Value     As Reported by  
     Cardinal      Adjustments     Parkway  

Assets

       

Cash and cash equivalents

   $ 11,698      $ —       $ 11,698  

Investment securities

     59,327        (322 )(a)      59,005  

Restricted equity securities

     1,308        —         1,308  

Loans

     164,044        (6,192 )(b)      157,852  

Allowance for loan losses

     (2,123      2,123 (c)      —    

Cash value of life insurance

     6,714        —         6,714  

Property and equipment

     5,384        1,039 (d)      6,423  

Intangible assets

     —          2,469 (e)      2,469  

Accrued interest receivable

     539        —         539  

Other assets

     2,450        4,677 (f)      7,127  
  

 

 

    

 

 

   

 

 

 

Total assets acquired

   $ 249,341      $ 3,794     $ 253,135  
  

 

 

    

 

 

   

 

 

 

Liabilities

       

Deposits

   $ 218,671      $ 602 (g)    $ 219,273  

Borrowings

     8,000        —   (h)      8,000  

Accrued interest payable

     35        —         35  

Other liabilities

     1,289        147 (i)      1,436  
  

 

 

    

 

 

   

 

 

 

Total liabilities acquired

   $ 227,995      $ 749     $ 228,744  
  

 

 

    

 

 

   

 

 

 

Net assets acquired

          24,391  

Total consideration paid

          23,500  
       

 

 

 

Purchase gain

        $ 891  
       

 

 

 

 

 

18


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 2. Business Combinations, continued

 

Explanation of fair value adjustments:

 

  (a) Reflects the opening fair value of securities portfolio, which was established as the new book basis of the portfolio.

 

  (b) Reflects the fair value adjustment based on the Company’s third party valuation report.

 

  (c) Existing allowance for loan losses eliminated to reflect accounting guidance.

 

  (d) Estimated adjustment to Cardinal’s real property based upon third-party appraisals and the Company’s evaluation of equipment and other fixed assets.

 

  (e) Reflects the recording of the estimated core deposit intangible based on the Company’s third party valuation report.

 

  (f) Recording of deferred tax asset generated by the net fair value adjustments (tax rate = 34%). Also recognizes partial reversal of Cardinal’s deferred tax asset valuation allowance.

 

  (g) Estimated fair value adjustment to time deposits based on the Company’s third party evaluation report on deposits assumed.

 

  (h) Cardinal’s borrowings were overnight borrowings and carried at fair value therefore no adjustment was required.

 

  (i) Reflects the fair value adjustment based on the Company’s evaluation of acquired other liabilities.

The merger was accounted for under the acquisition method of accounting. The assets and liabilities of Cardinal have been recorded at their estimated fair values and added to those of Grayson for periods following the merger date. Valuations of acquired Cardinal assets and liabilities may be refined for up to one year following the merger date.

There are two methods to account for acquired loans as part of a business combination. Acquired loans that contain evidence of credit deterioration on the date of purchase are carried at the net present value of expected future proceeds in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 310-30. All other acquired loans are recorded at their initial fair value, adjusted for subsequent advances, pay downs, amortization or accretion of any premium or discount on purchase, charge-offs and any other adjustment to carrying value in accordance with ASC 310-20.

Due to the limited trading history of Parkway and Grayson, the Company engaged a third party to determine the value of the transaction as well as the value of the consideration paid to Cardinal as a result of the transaction. The determined value of consideration received by Cardinal, when compared to the fair value of the net assets acquired from Cardinal, resulted in a bargain purchase gain of $891 thousand for the year ended December 31, 2016. The determined value of consideration received by Cardinal represented a premium when compared to the market price of Parkway stock, which was not publicly traded on the date of the merger. The premium results from enhanced cash flows and a lower required rate of return which are expected to be realized by Parkway, as compared to Grayson or Cardinal on a standalone basis. The merger of Grayson and Cardinal is expected to increase loan revenues due to an increased legal lending limit and expanded market area. Fee income is also expected to increase due to the larger deposit population. Significant cost savings are expected to be realized, particularly in the areas of salaries and benefits, data processing fees, and professional fees. A lower required rate of return is anticipated due to increased access to capital and an expected increase in liquidity of shares due to higher trading volumes.

 

19


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 2. Business Combinations, continued

 

The following table presents the assets and liabilities of Parkway and Grayson prior to the merger, the estimated fair value of Cardinal assets acquired and liabilities assumed, and the resulting estimated balance sheet of Parkway immediately following the merger on July 1, 2016.

 

(dollars in thousands)    Pre-Merger      Pre-Merger      Cardinal      Post-Merger  
     Parkway      Grayson      Acquired      Parkway  

Assets

           

Cash and cash equivalents

   $ —        $ 13,117      $ 11,698      $ 24,815  

Investment securities

     —          33,847        59,005        92,852  

Restricted equity securities

     —          971        1,308        2,279  

Loans

     —          244,800        157,852        402,652  

Allowance for loan losses

     —          (3,309      —          (3,309

Cash value of life insurance

     —          10,122        6,714        16,836  

Foreclosed assets

     —          95        —          95  

Property and equipment

     —          11,548        6,423        17,971  

Goodwill and other intangible assets

     —          —          2,469        2,469  

Accrued interest receivable

     —          1,253        539        1,792  

Other assets

     —          5,044        7,127        12,171  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets

   $ —        $ 317,488      $ 253,135      $ 570,623  
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities

           

Deposits

   $ —        $ 274,265      $ 219,273      $ 493,538  

Borrowings

     —          10,000        8,000        18,000  

Accrued interest payable

     —          96        35        131  

Other liabilities

     —          1,146        1,436        2,582  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities

   $ —        $ 285,507      $ 228,744      $ 514,251  
  

 

 

    

 

 

    

 

 

    

 

 

 

Stockholders’ Equity

   $ —        $ 31,981      $ 24,391      $ 56,372  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

20


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 2. Business Combinations, continued

 

Supplemental Pro Forma Information (dollars in thousands except per share data)

The table below presents supplemental pro forma information as if the Cardinal acquisition had occurred at the beginning of the earliest period presented, which was January 1, 2016. Pro forma results include adjustments for amortization and accretion of fair value adjustments and do not include any projected cost savings or other anticipated benefits of the merger. Therefore, the pro forma financial information is not indicative of the results of operations that would have occurred had the transactions been effected on the assumed date. Pre-tax merger-related costs of $315 thousand and $168 thousand are included in the Company’s consolidated statements of income for three month periods ended March 31, 2017 and 2016, respectively, and are not included in the pro forma statements below.

 

     Three Months Ended  
     March 31,  
     2017      2016  
     (unaudited)      (unaudited)  

Net interest income

   $ 5,037      $ 4,965  

Net income (a)

   $ 647      $ 889  

Basic weighted average shares outstanding (b)

     5,021,376        5,021,376  

Basic earnings per common share

   $ 0.13      $ 0.17  

 

(a) Supplemental pro forma net income includes the impact of certain fair value adjustments. Supplemental pro forma net income does not include assumptions on cost savings or the impact of merger-related expenses.
(b) Weighted average shares outstanding includes the full effect of the common stock issued in connection with the Cardinal acquisition as of the earliest reporting date.

Note 3. Investment Securities

Debt and equity securities have been classified in the consolidated balance sheets according to management’s intent. The amortized cost of securities and their approximate fair values at March 31, 2017 and December 31, 2016 follow:

 

(dollars in thousands)    Amortized      Unrealized      Unrealized      Fair  
     Cost      Gains      Losses      Value  

March 31, 2017

           

Available for sale:

           

Government sponsored enterprises

   $ 2,046      $ 167      $ (62    $ 2,151  

Mortgage-backed securities

     35,177        15        (425      34,767  

Corporate securities

     3,049        —          (73      2,976  

State and municipal securities

     20,658        156        (122      20,692  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 60,930      $ 338      $ (682    $ 60,586  
  

 

 

    

 

 

    

 

 

    

 

 

 

December 31, 2016

           

Available for sale:

           

Government sponsored enterprises

     2,046        236        (73      2,209  

Mortgage-backed securities

     36,021        4        (823      35,202  

Corporate securities

     3,061        —          (87      2,974  

State and municipal securities

     22,282        97        (224      22,155  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 63,410      $ 337      $ (1,207    $ 62,540  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

21


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 3. Investment Securities, continued

 

Restricted equity securities were $1.4 million and $1.1 million at March 31, 2017 and December 31, 2016, respectively. Restricted equity securities consist of investments in stock of the Federal Home Loan Bank of Atlanta (FHLB), Community Bankers Bank, Pacific Coast Bankers Bank, and the Federal Reserve Bank of Richmond, all of which are carried at cost. All of these entities are upstream correspondents of the Bank. The FHLB requires financial institutions to make equity investments in the FHLB in order to borrow money. The Bank is required to hold that stock so long as it borrows from the FHLB. The Federal Reserve requires Banks to purchase stock as a condition for membership in the Federal Reserve System. The Bank’s stock in Community Bankers Bank and Pacific Coast Bankers Bank is restricted only in the fact that the stock may only be repurchased by the respective banks.

The following tables details unrealized losses and related fair values in the Company’s held to maturity and available for sale investment securities portfolios. This information is aggregated by the length of time that individual securities have been in a continuous unrealized loss position as of March 31, 2017 and December 31, 2016.

 

     Less Than 12 Months     12 Months or More     Total  
(dollars in thousands)    Fair
Value
     Unrealized
Losses
    Fair
Value
     Unrealized
Losses
    Fair
Value
     Unrealized
Losses
 

March 31, 2017

               

Available for sale:

               

Government sponsored enterprises

   $ —        $ —       $ 1,935      $ (62   $ 1,935      $ (62

Mortgage-backed securities

     29,251        (397     694        (28     29,945        (425

Corporate securities

     1,546        (3     1,430        (70     2,976        (73

State and municipal securities

     7,220        (114     1,082        (8     8,302        (122
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total securities available for sale

   $ 38,017      $ (514   $ 5,141      $ (168   $ 43,158      $ (682
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

December 31, 2016

               

Available for sale:

               

Government sponsored enterprises

     —          —         1,924        (73     1,924        (73

Mortgage-backed securities

     31,759        (789     688        (34     32,447        (823

Corporate securities

     1,548        (12     1,425        (75     2,973        (87

State and municipal securities

     12,208        (224     —          —         12,208        (224
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total securities available for sale

   $ 45,515      $ (1,025   $ 4,037      $ (182   $ 49,552      $ (1,207
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

At March 31, 2017, 35 debt securities with unrealized losses had depreciated 1.58 percent from their amortized cost basis. Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the length of time and the extent to which the fair value has been less than cost, and the financial condition and near-term prospects of the issuer. The relative significance of these and other factors will vary on a case by case basis. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition and the issuer’s anticipated ability to pay the contractual cash flows of the investments. Since the Company intends to hold all of its investment securities until maturity, and it is more likely than not that the Company will not have to sell any of its investment securities before unrealized losses have been recovered, and the Company expects to recover the entire amount of the amortized cost basis of all its securities, none of the securities are deemed other than temporarily impaired at March 31, 2017. Management continues to monitor all of these securities with a high degree of scrutiny. There can be no assurance that the Company will not conclude in future periods that conditions existing at that time indicate some or all of these securities are other than temporarily impaired, which could require a charge to earnings in such periods.

 

22


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 3. Investment Securities, continued

 

Proceeds from the sale of investment securities available for sale totaled $17.9 million for the three month period ended March 31, 2016. There were no sales of investment securities available for sale for the three month period ended March 31, 2017. Gross realized gains and losses for the three months ended March 31, 2017 and 2016 are as follows:

 

     Three Months Ended March 31,  
(dollars in thousands)    2017      2016  

Realized gains

   $ —        $ 365  

Realized losses

     —          (4
  

 

 

    

 

 

 
   $ —        $ 361  
  

 

 

    

 

 

 

There were no securities transferred between the available for sale and held to maturity portfolios or other sales of held to maturity securities during the periods presented. In the future management may elect to classify securities as held to maturity based upon such considerations as the nature of the security, the Bank’s ability to hold the security until maturity, and general economic conditions.

The scheduled maturities of securities available for sale at March 31, 2017, were as follows:

 

     Amortized      Fair  
(dollars in thousands)    Cost      Value  

Due in one year or less

   $ —        $ —    

Due after one year through five years

     11,391        11,344  

Due after five years through ten years

     22,104        21,932  

Due after ten years

     27,435        27,310  
  

 

 

    

 

 

 
   $ 60,930      $ 60,586  
  

 

 

    

 

 

 

Maturities of mortgage backed securities are based on contractual amounts. Actual maturity will vary as loans underlying the securities are prepaid.

Investment securities with amortized cost of approximately $10.1 million and $11.2 million at March 31, 2017 and December 31, 2016, respectively, were pledged as collateral on public deposits and for other purposes as required or permitted by law.

Note 4. Loans Receivable

The major components of loans in the consolidated balance sheets at March 31, 2017 and December 31, 2016 are as follows:

 

(dollars in thousands)    2017      2016  

Commercial & agricultural

   $ 25,472      $ 26,086  

Commercial mortgage

     124,359        128,515  

Construction & development

     27,977        26,464  

Farmland

     33,794        33,531  

Residential

     190,079        187,188  

Consumer & other

     10,688        10,184  
  

 

 

    

 

 

 

Total loans

     412,369        411,968  

Allowance for loan losses

     (3,576      (3,420
  

 

 

    

 

 

 

Loans, net of allowance for loan losses

   $ 408,793      $ 408,548  
  

 

 

    

 

 

 

 

23


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 4. Loans Receivable, continued

 

The major components of loans, net of fair value adjustments, acquired from Cardinal as of July 1, 2016, the acquisition date, are as follows:

 

(dollars in thousands)       

Commercial & agricultural

   $ 15,897  

Commercial mortgage

     76,968  

Construction & development

     7,800  

Farmland

     4,146  

Residential

     49,609  

Consumer & other

     3,432  
  

 

 

 

Total loans acquired

   $ 157,852  
  

 

 

 

As of the acquisition date, all loans acquired from Cardinal were considered to be performing loans therefore there were no purchased credit impaired loans.

As of March 31, 2017 and December 31, 2016, substantially all of the Bank’s residential 1-4 family loans were pledged as collateral toward borrowings with the Federal Home Loan Bank.

Note 5. Allowance for Loan Losses and Impaired Loans

Allowance for Loan Losses

The allowance for loan losses is maintained at a level believed to be sufficient to provide for estimated loan losses based on evaluating known and inherent risks in the loan portfolio. The allowance is provided based upon management’s comprehensive analysis of the pertinent factors underlying the quality of the loan portfolio. These factors include changes in the amount and composition of the loan portfolio, delinquency levels, actual loss experience, current economic conditions, and detailed analysis of individual loans for which the full collectability may not be assured. The detailed analysis includes methods to estimate the fair value of loan collateral and the existence of potential alternative sources of repayment. The allowance consists of specific and general components. The specific component is calculated on an individual basis for larger-balance, non-homogeneous loans, which are considered impaired. A specific allowance is established when the discounted cash flows, collateral value (less disposal costs), or observable market price of the impaired loan is lower than its carrying value. The specific component of the allowance for smaller-balance loans whose terms have been modified in a troubled debt restructuring (TDR) is calculated on a pooled basis considering historical experience adjusted for qualitative factors. These smaller-balance TDRs were collectively evaluated for impairment. The general component covers the remaining loan portfolio, and is based on historical loss experience adjusted for qualitative factors. The appropriateness of the allowance for loan losses on loans is estimated based upon these factors and trends identified by management at the time financial statements are prepared.

A provision for loan losses is charged against operations and is added to the allowance for loan losses based on quarterly comprehensive analyses of the loan portfolio. The allowance for loan losses is allocated to certain loan categories based on the relative risk characteristics, asset classifications and actual loss experience of the loan portfolio. While management has allocated the allowance for loan losses to various loan portfolio segments, the allowance is general in nature and is available for the loan portfolio in its entirety.

 

24


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 5. Allowance for Loan Losses and Impaired Loans, continued

Allowance for Loan Losses, continued

 

The following table presents activity in the allowance for loan losses by loan category three months ended March 31, 2017 and 2016 and the related asset balances as of March 31, 2017 and December 31, 2016:

Allowance for Loan Losses and Recorded Investment in Loans

 

    Commercial           Construction                          
    &     Commercial     &                 Consumer        
(dollars in thousands)   Agricultural     Mortgage     Development     Farmland     Residential     & Other     Total  

For the Three Months Ended March 31, 2017

             

Allowance for loan losses:

             

Balance, December 31, 2016

  $ 210     $ 600     $ 319     $ 342     $ 1,841     $ 108     $ 3,420  

Charge-offs

    —         (42     —         —         —         (15     (57

Recoveries

    27       —         56       —         15       7       105  

Provision

    (7     86       (26     59       24       (28     108  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, March 31, 2017

  $ 230     $ 644     $ 349     $ 401     $ 1,880     $ 72     $ 3,576  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the Three Months Ended March 31, 2016

             

Allowance for loan losses:

             

Balance, December 31, 2015

  $ 136     $ 578     $ 344     $ 435     $ 1,887     $ 38     $ 3,418  

Charge-offs

    (19     (11     —         —         (22     (23     (75

Recoveries

    2       —         35       —         14       5       56  

Provision

    11       20       (44     (32     (63     21       (87
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, March 31, 2016

  $ 130     $ 587     $ 335     $ 403     $ 1,816     $ 41     $ 3,312  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

March 31, 2017

             

Allowance for loan losses:

             

Ending balance

  $ 230     $ 644     $ 349     $ 401     $ 1,880     $ 72     $ 3,576  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

  $ —       $ —       $ —       $ 65     $ 163     $ —       $ 228  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: collectively evaluated for impairment

  $ 230     $ 644     $ 349     $ 336     $ 1,717     $ 72     $ 3,348  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loans outstanding:

             

Ending balance

  $ 25,472     $ 124,359     $ 27,977     $ 33,794     $ 190,079     $ 10,688     $ 412,369  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

  $ —       $ 114     $ 388     $ 5,654     $ 1,276     $ —       $ 7,432  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: collectively evaluated for impairment

  $ 25,472     $ 124,245     $ 27,589     $ 28,140     $ 188,803     $ 10,688     $ 404,937  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2016

             

Allowance for loan losses:

             

Ending balance

  $ 210     $ 600     $ 319     $ 342     $ 1,841     $ 108     $ 3,420  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

  $ —       $ —       $ —       $ 57     $ 184     $ —       $ 241  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: collectively evaluated for impairment

  $ 210     $ 600     $ 319     $ 285     $ 1,657     $ 108     $ 3,179  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loans outstanding:

             

Ending balance

  $ 26,086     $ 128,515     $ 26,464     $ 33,531     $ 187,188     $ 10,184     $ 411,968  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

  $ —       $ 114     $ 580     $ 5,030     $ 1,533     $ —       $ 7,257  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: collectively evaluated for impairment

  $ 26,086     $ 128,401     $ 25,884     $ 28,501     $ 185,655     $ 10,184     $ 404,711  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As of March 31, 2017 and December 31, 2016, the Bank had no unallocated reserves included in the allowance for loan losses.

 

25


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 5. Allowance for Loan Losses and Impaired Loans, continued

Allowance for Loan Losses, continued

 

Management closely monitors the quality of the loan portfolio and has established a loan review process designed to help grade the quality of the Bank’s loan portfolio. The Bank’s loan ratings coincide with the “Substandard,” “Doubtful” and “Loss” classifications used by federal regulators in their examination of financial institutions. Generally, an asset is considered Substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. Substandard assets include those characterized by the distinct possibility that the insured financial institution will sustain some loss if the deficiencies are not corrected. Assets classified as Doubtful have all the weaknesses inherent in assets classified Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable. Assets classified as Loss are those considered uncollectible, and of such little value that its continuance on the books is not warranted. Assets that do not currently expose the insured financial institutions to sufficient risk to warrant classification in one of the aforementioned categories but otherwise possess weaknesses are designated “Special Mention.” Management also maintains a listing of loans designated “Watch”. These loans represent borrowers with declining earnings, strained cash flow, increasing leverage and/or weakening market fundamentals that indicate above average risk. As of March 31, 2017 and December 31, 2016, respectively, the Bank had no loans graded “Doubtful” or “Loss” included in the balance of total loans outstanding.

The following table lists the loan grades utilized by the Bank and the corresponding total of outstanding loans in each category as of March 31, 2017 and December 31, 2016:

Credit Risk Profile by Internally Assigned Grades

 

    Loan Grades        
                Special              
(dollars in thousands)   Pass     Watch     Mention     Substandard     Total  

March 31, 2017

         

Real Estate Secured:

         

1-4 residential construction

  $ 4,496     $ 102     $ —       $ —       $ 4,598  

Commercial construction

    3,776       125       —         —         3,901  

Land development & other land

    18,242       356       —         880       19,478  

Farmland

    23,385       4,723       659       5,027       33,794  

1-4 residential mortgage

    123,814       11,954       —         2,300       138,068  

Multifamily

    26,038       1,313       —         —         27,351  

Home equity and second mortgage

    23,341       1,210       —         109       24,660  

Commercial mortgage

    102,446       13,136       3,086       5,691       124,359  

Non-Real Estate Secured:

         

Commercial & agricultural

    22,673       2,219       431       149       25,472  

Civic organizations

    3,928       —         —         —         3,928  

Consumer-auto

    1,588       19       —         —         1,607  

Consumer-other

    5,017       131       —         5       5,153  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 358,744     $ 35,288     $ 4,176     $ 14,161     $ 412,369  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

26


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 5. Allowance for Loan Losses and Impaired Loans, continued

Allowance for Loan Losses, continued

 

     Loan Grades         
                   Special                
(dollars in thousands)    Pass      Watch      Mention      Substandard      Total  

December 31, 2016

              

Real Estate Secured:

              

1-4 residential construction

   $ 4,056      $ 370      $ —        $ —        $ 4,426  

Commercial construction

     2,603        —          —          —          2,603  

Land development & other land

     18,000        532        —          903        19,435  

Farmland

     23,201        5,276        —          5,054        33,531  

1-4 residential mortgage

     122,301        11,517        —          2,111        135,929  

Multifamily

     25,365        1,321        —          —          26,686  

Home equity and second mortgage

     23,219        1,243        —          111        24,573  

Commercial mortgage

     105,317        13,449        3,353        6,396        128,515  

Non-Real Estate Secured:

              

Commercial & agricultural

     22,719        2,333        485        549        26,086  

Civic organizations

     3,603        —          —          —          3,603  

Consumer-auto

     1,400        21        —          —          1,421  

Consumer-other

     5,015        105        —          40        5,160  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 356,799      $ 36,167      $ 3,838      $ 15,164      $ 411,968  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Loans may be placed in nonaccrual status when, in management’s opinion, the borrower may be unable to meet payments as they become due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received. Payments received are first applied to principal, and any remaining funds are then applied to interest. Loans are removed from nonaccrual status when they are deemed a loss and charged to the allowance, transferred to foreclosed assets, or returned to accrual status based upon performance consistent with the original terms of the loan or a subsequent restructuring thereof.

The following table presents an age analysis of nonaccrual and past due loans by category as of March 31, 2017 and December 31, 2016:

Analysis of Past Due and Nonaccrual Loans

 

                                        90+ Days        
                90 Days or                       Past Due        
    30-59 Days     60-89 Days     More Past     Total Past           Total     and Still     Nonaccrual  
(dollars in thousands)   Past Due     Past Due     Due     Due     Current     loans     Accruing     Loans  

March 31, 2017

               

Real Estate Secured:

               

1-4 residential construction

  $ —       $ —       $ —       $ —       $ 4,598     $ 4,598     $ —       $ —    

Commercial construction

    —         —         —         —         3,901       3,901       —         —    

Land development & other land

    394       —         —         394       19,084       19,478       —         623  

Farmland

    190       778       —         968       32,826       33,794       —         4,022  

1-4 residential mortgage

    877       174       48       1,099       136,969       138,068       —         59  

Multifamily

    —         —         —         —         27,351       27,351       —         —    

Home equity and second mortgage

    210       —         5       215       24,445       24,660       —         5  

Commercial mortgage

    171       12       306       489       123,870       124,359       —         439  

Non-Real Estate Secured:

               

Commercial & agricultural

    28       48       25       101       25,371       25,472       —         30  

Civic organizations

    —         —         —         —         3,928       3,928       —         —    

Consumer-auto

    —         —         —         —         1,607       1,607       —         —    

Consumer-other

    —         —         5       5       5,148       5,153       —         5  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 1,870     $ 1,012     $ 389     $ 3,271     $ 409,098     $ 412,369     $ —       $ 5,183  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

27


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 5. Allowance for Loan Losses and Impaired Loans, continued

Allowance for Loan Losses, continued

 

                                               90+ Days         
                   90 Days or                           Past Due         
(dollars in thousands)    30-59 Days      60-89 Days      More Past      Total Past             Total      and Still      Nonaccrual  
     Past Due      Past Due      Due      Due      Current      loans      Accruing      Loans  

December 31, 2016

                       

Real Estate Secured:

                       

1-4 residential construction

   $ —        $ —        $ —        $ —        $ 4,426      $ 4,426      $ —        $ —    

Commercial construction

     —          —          —          —          2,603        2,603        —          —    

Land development & other land

     —          —          390        390        19,045        19,435        —          647  

Farmland

     343        —          —          343        33,188        33,531        —          3,310  

1-4 residential mortgage

     315        48        14        377        135,552        135,929        —          26  

Multifamily

     —          —          —          —          26,686        26,686        —          —    

Home equity and second mortgage

     98        —          5        103        24,470        24,573        —          5  

Commercial mortgage

     25        227        426        678        127,837        128,515        —          640  

Non-Real Estate Secured:

                       

Commercial & agricultural

     67        —          25        92        25,994        26,086        —          31  

Civic organizations

     —          —          —          —          3,603        3,603        —          —    

Consumer-auto

     5        —          —          5        1,416        1,421        —          —    

Consumer-other

     —          6        —          6        5,154        5,160        —          5  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 853      $ 281      $ 860      $ 1,994      $ 409,974      $ 411,968      $ —        $ 4,664  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Impaired Loans

A loan is considered impaired when it is probable that the Bank will be unable to collect all contractual principal and interest payments due in accordance with the original or modified terms of the loan agreement. Smaller balance homogenous loans may be collectively evaluated for impairment. Non-homogenous impaired loans are either measured based on the estimated fair value of the collateral less estimated cost to sell if the loan is considered collateral dependent, or measured based on the present value of expected future cash flows if not collateral dependent. The valuation of real estate collateral is subjective in nature and may be adjusted in future periods because of changes in economic conditions. Management considers third-party appraisals, as well as independent fair market value assessments in determining the estimated fair value of particular properties. In addition, as certain of these third-party appraisals and independent fair market value assessments are only updated periodically, changes in the values of specific properties may have occurred subsequent to the most recent appraisals. Accordingly, the amounts of any such potential changes and any related adjustments are generally recorded at the time such information is received. When the measurement of the impaired loan is less than the recorded investment in the loan, impairment is recognized by creating or adjusting an allocation of the allowance for loan losses and uncollected accrued interest is reversed against interest income. If ultimate collection of principal is in doubt, all cash receipts on impaired loans are applied to reduce the principal balance.

As of March 31, 2017 and December 31, 2016, respectively, the recorded investment in impaired loans totaled $13.9 million and $13.3 million. The total amount of collateral-dependent impaired loans at March 31, 2017 and December 31, 2016, respectively, was $4.4 million and $4.0 million. As of March 31, 2017 and December 31, 2016, respectively, $4.5 million and $4.4 million of the recorded investment in impaired loans did not have a related allowance. The Bank had $10.0 million and $10.0 million in troubled debt restructured loans included in impaired loans at March 31, 2017 and December 31, 2016, respectively.

The categories of non-accrual loans and impaired loans overlap, although they are not coextensive. The Bank considers all circumstances regarding the loan and borrower on an individual basis when determining whether an impaired loan should be placed on non-accrual status, such as the financial strength of the borrower, the estimated collateral value, reasons for the delay, payment record, the amount past due and the number of days past due.

 

28


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 5. Allowance for Loan Losses and Impaired Loans, continued

Impaired Loans, continued

 

In 2015, management began collectively evaluating performing TDRs with a loan balance of $250,000 or less for impairment. As of March 31, 2017 and December 31, 2016, respectively, $6.5 million and $6.1 million of TDRs included in the following table were evaluated collectively for impairment and were deemed to have $387 thousand and $315 thousand of related allowance.

The following table is a summary of information related to impaired loans as of March 31, 2017 and December 31, 2016:

Impaired Loans

 

                          Three months ended  
            Unpaid             Average      Interest  
     Recorded      Principal      Related      Recorded      Income  
(dollars in thousands)    Investment1      Balance      Allowance      Investment      Recognized  

March 31, 2017

              

With no related allowance recorded:

              

1-4 Residential Construction

   $ —        $ —        $ —        $ —        $ —    

Land development & other land

     388        388        —          389        —    

Farmland

     4,039        4,039        —          4,074        6  

1-4 residential mortgage

     —          —          —          —          —    

Home equity and second mortgage

     —          —          —          —          —    

Commercial mortgage

     114        114        —          114        —    

Commercial & agricultural

     —          —          —          —          —    

Consumer & other

     —          —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal

     4,541        4,541        —          4,577        6  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

With an allowance recorded:

              

1-4 Residential Construction

     —          —          —          —          —    

Land development & other land

     425        425        25        429        3  

Farmland

     1,915        1,915        83        2,013        23  

1-4 residential mortgage

     5,922        6,079        441        6,094        78  

Home equity and second mortgage

     173        178        10        178        2  

Commercial mortgage

     828        963        50        917        9  

Commercial & agricultural

     99        99        6        106        2  

Consumer & other

     1        1        —          3        —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal

     9,363        9,660        615        9,740        117  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Totals:

              

1-4 Residential Construction

     —          —          —          —          —    

Land development & other land

     813        813        25        818        3  

Farmland

     5,954        5,954        83        6,087        29  

1-4 residential mortgage

     5,922        6,079        441        6,094        78  

Home equity and second mortgage

     173        178        10        178        2  

Commercial mortgage

     942        1,077        50        1,031        9  

Commercial & agricultural

     99        99        6        106        2  

Consumer & other

     1        1        —          3        —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 13,904      $ 14,201      $ 615      $ 14,317      $ 123  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1  Recorded investment is the loan balance, net of any charge-offs

 

29


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 5. Allowance for Loan Losses and Impaired Loans, continued

Impaired Loans, continued

 

            Unpaid             Average      Interest  
     Recorded      Principal      Related      Recorded      Income  
(dollars in thousands)    Investment1      Balance      Allowance      Investment      Recognized  

December 31, 2016

              

With no related allowance recorded:

              

1-4 Residential Construction

   $ —        $ —        $ —        $ —        $ —    

Land development & other land

     581        581        —          840        17  

Farmland

     3,660        3,660        —          4,170        18  

1-4 residential mortgage

     —          —          —          347        10  

Home equity and second mortgage

     —          —          —          —          —    

Commercial mortgage

     114        114        —          115        4  

Commercial & agricultural

     —          —          —          —          —    

Consumer & other

     —          —          —          —          1  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal

     4,355        4,355        —          5,472        50  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

With an allowance recorded:

              

1-4 Residential Construction

     —          —          —          —          —    

Land development & other land

     193        193        10        201        16  

Farmland

     1,679        1,679        73        1,705        84  

1-4 residential mortgage

     5,964        6,121        414        6,375        294  

Home equity and second mortgage

     174        179        9        254        8  

Commercial mortgage

     838        974        44        1,035        39  

Commercial & agricultural

     113        113        6        155        9  

Consumer & other

     4        4        —          10        1  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal

     8,965        9,263        556        9,735        451  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Totals:

              

1-4 Residential Construction

     —          —          —          —          —    

Land development & other land

     774        774        10        1,041        33  

Farmland

     5,339        5,339        73        5,875        102  

1-4 residential mortgage

     5,964        6,121        414        6,722        304  

Home equity and second mortgage

     174        179        9        254        8  

Commercial mortgage

     952        1,088        44        1,150        43  

Commercial & agricultural

     113        113        6        155        9  

Consumer & other

     4        4        —          10        2  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 13,320      $ 13,618      $ 556      $ 15,207      $ 501  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1  Recorded investment is the loan balance, net of any charge-offs

Troubled Debt Restructuring

A troubled debt restructured loan is a loan for which the Bank, for reasons related to the borrower’s financial difficulties, grants a concession to the borrower that the Bank would not otherwise consider.

The loan terms which have been modified or restructured due to a borrower’s financial difficulty, include but are not limited to: a reduction in the stated interest rate; an extension of the maturity at an interest rate below current market; a reduction in the face amount of the debt; a reduction in the accrued interest; or re-aging, extensions, deferrals and renewals. Troubled debt restructured loans are considered impaired loans.

 

30


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 5. Allowance for Loan Losses and Impaired Loans, continued

Troubled Debt Restructuring, continued

 

The following table sets forth information with respect to the Bank’s troubled debt restructurings as of March 31, 2017 and March 31, 2016:

For the Three Months Ended March 31, 2017

 

(dollars in thousands)    TDRs identified during the period      TDRs identified in the last twelve
months that subsequently defaulted(1)
 
     Number
of
contracts
     Pre-
modification
outstanding
recorded
investment
     Post-
modification
outstanding
recorded
investment
     Number
of
contracts
     Pre-
modification
outstanding
recorded
investment
     Post-
modification
outstanding
recorded
investment
 

Land development & other land

     —        $ —        $ —          —        $ —        $ —    

Farmland

     1        150        150        —          —          —    

1-4 residential mortgage

     —          —          —          —          —          —    

Commercial mortgage

     —          —          —          —          —          —    

Commercial & agricultural

     —          —          —          —          —          —    

Consumer & other

     —          —          —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1      $ 150      $ 150        —        $ —        $ —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

During the three months ended March 31, 2017, one loan was modified that was considered to be a TDRs. Term concession only was granted and no additional funds were advanced. No TDRs identified in the last twelve months subsequently defaulted in the quarter ended March 31, 2017.

 

(1) Loans past due 30 days or more are considered to be in default.

For the Three Months Ended March 31, 2016

 

(dollars in thousands)    TDRs identified during the period      TDRs identified in the last twelve
months that subsequently defaulted(1)
 
            Pre-      Post-             Pre-      Post-  
            modification      modification             modification      modification  
     Number      outstanding      outstanding      Number      outstanding      outstanding  
     of      recorded      recorded      of      recorded      recorded  
     contracts      investment      investment      contracts      investment      investment  

Land development & other land

     —        $ —        $ —          —        $ —        $ —    

Farmland

     —          —          —          —          —          —    

1-4 residential mortgage

     4        394        408        —          —          —    

Commercial mortgage

     —          —          —          —          —          —    

Commercial & agricultural

     —          —          —          —          —          —    

Consumer & other

     —          —          —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     4      $ 394      $ 408        —        $ —        $ —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

During the three months ended March 31, 2016, four loans were modified that were considered to be TDRs. Term concessions only were granted for four loans; and additional funds were advanced for one loan to pay real estate taxes and closing costs. No TDRs identified in the twelve months prior to March 31, 2016 subsequently defaulted in the quarter ended March 31, 2016.

 

(1) Loans past due 30 days or more are considered to be in default.

 

31


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 6. Employee Benefit Plan

The Bank has a qualified noncontributory defined benefit pension plan that covers substantially all of its employees. Effective December 31, 2012, the pension plan was amended to freeze benefit accruals for all eligible employees. The following is a summary of net periodic pension costs for the three-month periods ended March 31, 2017 and 2016.

 

     Three Months Ended March 31,  
(dollars in thousands)    2017      2016  

Service cost

   $ —        $ —    

Interest cost

     48        49  

Expected return on plan assets

     (138      (140

Amortization of prior service cost

     —          —    

Recognized net loss due to settlement

     —          14  

Recognized net actuarial (gain)/loss

     7        3  
  

 

 

    

 

 

 

Net periodic benefit cost

   $ (83    $ (74
  

 

 

    

 

 

 

It has been Bank practice to contribute the maximum tax-deductible amount each year as determined by the plan administrator. As a result of prior year contributions exceeding the minimum requirements, a Prefunding Balance existed as of December 31, 2016 and there is no required contribution for 2017. Based on this we do not anticipate making a contribution to the plan in 2017.

Note 7. Commitments and Contingencies

Litigation

In the normal course of business the Bank is involved in various legal proceedings. After consultation with legal counsel, management believes that any liability resulting from such proceedings will not be material to the consolidated financial statements.

Financial Instruments with Off-Balance Sheet Risk

The Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, credit risk in excess of the amount recognized in the consolidated balance sheets.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as for on-balance sheet instruments. A summary of the Bank’s commitments at March 31, 2017 and December 31, 2016 is as follows:

 

     March 31,      December 31,  
(dollars in thousands)    2017      2016  

Commitments to extend credit

   $ 42,486      $ 54,667  

Standby letters of credit

     1,066        —    
  

 

 

    

 

 

 
   $ 43,552      $ 54,667  
  

 

 

    

 

 

 

 

32


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 7. Commitments and Contingencies, continued

Financial Instruments with Off-Balance Sheet Risk, continued

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the party. Collateral held varies, but may include accounts receivable, inventory, property and equipment, residential real estate and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies as specified above and is required in instances which the Bank deems necessary.

Concentrations of Credit Risk

Substantially all of the Bank’s loans, commitments to extend credit, and standby letters of credit have been granted to customers in the Bank’s market area and such customers are generally depositors of the Bank. Investments in state and municipal securities involve governmental entities within and outside the Bank’s market area. The concentrations of credit by type of loan are set forth in Note 5. The distribution of commitments to extend credit approximates the distribution of loans outstanding. Standby letters of credit are granted primarily to commercial borrowers. The Bank’s primary focus is toward small business and consumer transactions, and accordingly, it does not have a significant number of credits to any single borrower or group of related borrowers in excess of $5,000,000. The Bank has cash and cash equivalents on deposit with financial institutions which exceed federally insured limits.

 

33


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 8. Financial Instruments

FASB ASC 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet. In cases where quoted market prices are not available, fair values are based on estimates using present value of future cash flows or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. FASB ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of March 31, 2017 and December 31, 2016. This table excludes financial instruments for which the carrying amount approximates fair value. For short-term financial assets such as cash and cash equivalents, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization. For financial liabilities such as noninterest-bearing demand, interest-bearing demand, and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity.

 

                   Fair Value Measurements  
(dollars in thousands)    Carrying
Amount
     Fair
Value
     Quoted Prices in
Active Markets
for Identical
Assets or
Liabilities
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
 

March 31, 2017

              

Financial Instruments - Assets

              

Net Loans

   $ 408,793      $ 406,345      $ —        $ 405,638      $ 707  

Financial Instruments – Liabilities

              

Time Deposits

     166,967        164,626        —          164,626        —    

December 31, 2016

              

Financial Instruments - Assets

              

Net Loans

   $ 408,548      $ 405,876      $ —        $ 405,410      $ 466  

Financial Instruments – Liabilities

              

Time Deposits

     167,355        165,257        —          165,257        —    

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available for sale and derivatives are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as loans or foreclosed assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

 

34


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 8. Financial Instruments, continued

 

Fair Value Hierarchy

Under FASB ASC 820, “Fair Value Measurements and Disclosures”, the Company groups assets and liabilities 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. These levels are:

Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques may include the use of option pricing models, discounted cash flow models and similar techniques.

Following is a description of valuation methodologies used for assets and liabilities recorded at fair value.

Investment Securities Available for Sale

Investment securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in less liquid markets.

Loans

The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. If a loan is identified as individually impaired, management measures impairment in accordance with applicable accounting guidance. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value, and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. At December 31, 2016, a small percentage of the total impaired loans were evaluated based on the fair value of the collateral. In accordance with accounting standards, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price the Company records the impaired loan as nonrecurring Level 2. When the fair value is based on either an external or internal appraisal and there is no observable market price, the Company records the impaired loan as nonrecurring Level 3.

 

35


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 8. Financial Instruments, continued

 

Foreclosed Assets

Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets. Subsequently, foreclosed assets are carried at the lower of carrying value or fair value. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2. When the fair value of the collateral is based on either an external or internal appraisal and there is no observable market price, the Company records the foreclosed asset as nonrecurring Level 3.

Assets Recorded at Fair Value on a Recurring Basis

 

(dollars in thousands)    Total      Level 1      Level 2      Level 3  

March 31, 2017

           

Investment securities available for sale

           

Government sponsored enterprises

   $ 2,151      $ —        $ 2,151      $ —    

Mortgage-backed securities

     34,767        —          34,767        —    

Corporate securities

     2,976        —          2,976        —    

State and municipal securities

     20,692        —          20,692        —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets at fair value

   $ 60,586      $ —        $ 60,586      $ —    
  

 

 

    

 

 

    

 

 

    

 

 

 

December 31, 2016

           

Investment securities available for sale

           

Government sponsored enterprises

   $ 2,209      $ —        $ 2,209      $ —    

Mortgage-backed securities

     35,202        —          35,202        —    

Corporate securities

     2,974        —          2,974        —    

State and municipal securities

     22,155        —          22,155        —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets at fair value

   $ 62,540      $ —        $ 62,540      $ —    
  

 

 

    

 

 

    

 

 

    

 

 

 

No liabilities were recorded at fair value on a recurring basis as of March 31, 2017 and December 31, 2016. There were no significant transfers between levels during the years ended March 31, 2017 and December 31, 2016.

Assets Recorded at Fair Value on a Nonrecurring Basis

The Company may be required, from time to time, to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with U.S. generally accepted accounting principles. These include assets and liabilities that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. No liabilities were recorded at fair value on a nonrecurring basis at March 31, 2017 and December 31, 2016. Assets measured at fair value on a nonrecurring basis are included in the table below.

 

     Total      Level 1      Level 2      Level 3  

March 31, 2017

           

(dollars in thousands)

           

Impaired loans

   $ 707      $ —        $ —        $ 707  

Foreclosed assets

     70        —          —          70  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets at fair value

   $ 777      $ —        $ —        $ 777  
  

 

 

    

 

 

    

 

 

    

 

 

 
     Total      Level 1      Level 2      Level 3  

December 31, 2016

           

(dollars in thousands)

           

Impaired loans

   $ 466      $ —        $ —        $ 466  

Foreclosed assets

     70        —          —          70  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets at fair value

   $ 536      $ —        $ —        $ 536  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

36


Table of Contents

Parkway Acquisition Corp. and Subsidiary

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 8. Financial Instruments, continued

Assets Recorded at Fair Value on a Nonrecurring Basis, continued

 

For Level 3 assets measured at fair value on a recurring or non-recurring basis as of March 31, 2017 and December 31, 2016, the significant unobservable inputs used in the fair value measurements were as follows:

 

     Fair Value at
March 31,
2017
     Fair Value at
December 31,
2016
    

Valuation Technique

  

Significant

Unobservable

Inputs

   General Range
of Significant
Unobservable
Input Values

Impaired Loans

   $ 707      $ 466     

Appraised Value/Discounted Cash Flows/Market Value of Note

  

Discounts to reflect current market conditions, ultimate collectability, and estimated costs to sell

   0 – 10%

Other Real Estate Owned

   $ 70      $ 70     

Appraised Value/Comparable Sales/Other Estimates from Independent Sources

  

Discounts to reflect current market conditions and estimated costs to sell

   0 – 10%

Note 9. Capital Requirements

The Company meets eligibility criteria of a small bank holding company in accordance with the Federal Reserve Board’s Small Bank Holding Company Policy Statement issued in February 2015, and is no longer obligated to report consolidated regulatory capital. The Bank’s actual capital amounts and ratios are presented in the following table as of March 31, 2017 and December 31, 2016, respectively. These ratios comply with Federal Reserve rules to align with the Basel III Capital requirements effective January 1, 2015.

 

           For Capital    

To Be Well-

 
     Actual     Adequacy Purposes     Capitalized  
     Amount      Ratio     Amount      Ratio     Amount      Ratio  

March 31, 2017

               

Total capital (to risk weighted assets)

   $ 53,933        12.82   $ 33,661        8.00   $ 42,077        10.00

Tier 1 Capital (to risk weighted assets)

   $ 50,262        11.95   $ 25,246        6.00   $ 33,661        8.00

Common Equity Tier 1 (to risk weighted assets)

   $ 50,262        11.95   $ 18,934        4.50   $ 27,350        6.50

Tier 1 Capital (to average total assets)

   $ 50,262        9.14   $ 21,988        4.00   $ 27,485        5.00

December 31, 2016

               

Total capital (to risk weighted assets)

   $ 53,657        12.72   $ 33,744        8.00   $ 42,180        10.00

Tier 1 Capital (to risk weighted assets)

   $ 50,111        11.88   $ 25,308        6.00   $ 33,744        8.00

Common Equity Tier 1 (to risk weighted assets)

   $ 50,111        11.88   $ 18,981        4.50   $ 27,417        6.50

Tier 1 Capital (to average total assets)

   $ 50,111        9.01   $ 22,242        4.00   $ 27,803        5.00

Note 10. Subsequent Events

Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Non-recognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. Management has evaluated events occurring subsequent to the balance sheet date through the date these financial statements were issued, determining no events require additional disclosure in these consolidated financial statements.

 

37


Table of Contents

Part I. Financial Information

 

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

 

General

The following discussion provides information about the major components of the results of operations and financial condition of the Company. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements included in this report.

Critical Accounting Policies

For a discussion of the Company’s critical accounting policies, including its allowance for loan losses, see Note 1 in the Notes to Consolidated Financial Statements above, or the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Results of Operations

Results of Operations for the Three Months ended March 31, 2017 and 2016

The Company recorded pre-tax earnings of $961 thousand for the quarter ended March 31, 2017 compared to $708 thousand for the same period in 2016. Income tax expense increased by $6 thousand from the first quarter of 2016 to 2017 resulting in net income of $681 thousand for the first quarter of 2017 compared to $434 thousand for the same period in 2016. The increase in pretax earnings of $253 thousand from the first quarter of 2016 to the first quarter of 2017 was due primarily to the Company’s increased size as a result of the merger with Cardinal.

Total interest income increased by $2.2 million for the quarter ended March 31, 2017 compared to the quarter ended March 31, 2016, while total interest expense decreased by $57 thousand over the same period. The increase in interest income was attributable primarily to the merger with Cardinal, which added approximately $157.9 million in loans and $16.0 million in investment securities to the Company’s earning assets. Interest income on loans was also positively impacted by the accretion of purchase accounting discounts applied to the Cardinal loan portfolio at acquisition. Interest expense on deposits increased by $94 thousand due to the addition of interest-bearing deposits from the Cardinal merger. Interest expense on borrowings decreased by $151 thousand compared to the first quarter of 2016 due to the elimination of borrowings in 2016.

The provision for loan losses was $108 thousand for the quarter ended March 31, 2017, compared to a negative $87 thousand for the quarter ended March 31, 2016. The reserve for loan losses at March 31, 2017 was approximately 0.87% of total loans, compared to 1.37% at March 31, 2016. The decrease in the reserve percentage was due to the Cardinal acquisition and the application of purchase accounting guidance which required the elimination of Cardinal’s loan loss reserves. Management’s estimate of probable credit losses inherent in the acquired Cardinal loan portfolio was reflected as a purchase discount which will be accreted into income over the remaining life of the acquired loans. Management believes the provision and the resulting allowance for loan losses are adequate.

Total noninterest income was $931 thousand in the first quarter of 2017 compared to $989 thousand in the first quarter of 2016. The decrease was due to the recognition of nonrecurring gains on the sale of investment securities totaling $361 thousand in the first quarter of 2016. Without the securities gains, noninterest income would have increased by $303 thousand in the first quarter of 2017 compared to 2016. Service charges on deposit accounts, as well as other account-based service charges and fees, increased due to the increased number of accounts and deposit balances resulting from the Cardinal merger.

Total noninterest expense increased by $1.8 million for the quarter ended March 31, 2017 compared to the quarter ended March 31, 2016 due to the Cardinal acquisition. Salaries and employee benefit expenses increased by $1.1 million as the number of employees increased from approximately 110 in the first quarter of 2016, to 176 in the first quarter of 2017. Occupancy and equipment expenses increased by $278 thousand from the first quarter of 2016 to 2017, due to the addition of seven Cardinal branch facilities.

 

38


Table of Contents

Part I. Financial Information

 

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

 

 

Financial Condition

Total assets decreased by $402 thousand, or 0.07%, from December 31, 2016 to March 31, 2017. Cash and cash equivalent balances increased by $1.5 million. Investment securities decreased by $1.9 million due to calls and principal repayments, and net loans increased by $245 thousand.

Noninterest bearing deposits increased by $4.6 million from December 31, 2016 to March 31, 2017, while interest bearing deposits decreased by $3.7 million over the same time period.

Nonperforming assets, including nonaccrual loans, loans past due more than ninety days and foreclosed assets, increased from $4.7 million at December 31, 2016 to $5.3 million at March 31, 2017. Foreclosed assets consists of one property totaling $70 thousand at March 31, 2017. The foreclosed property is being marketed for sale. There were no loans past due more than ninety days and still accruing interest at March 31, 2017 and December 31, 2016.

Nonaccrual loans increased from $4.7 million at December 31, 2016 to $5.2 million at March 31, 2017. During the first three months of 2017, loans totaling $824 thousand were added to nonaccrual status. Loans are generally placed in nonaccrual status when principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection.

The following table summarizes nonperforming assets:

 

     March 31,     December 31,  
(dollars in thousands)    2017     2016  

Nonperforming Assets

    

Nonaccrual loans

   $ 5,183     $ 4,664  

Loans past due 90 days or more and still accruing interest

     —         —    
  

 

 

   

 

 

 

Total nonperforming loans

     5,183       4,664  

Other real estate owned

     70       70  
  

 

 

   

 

 

 

Total nonperforming assets

   $ 5,253     $ 4,734  
  

 

 

   

 

 

 

Nonperforming assets to total assets

     0.94     0.85
  

 

 

   

 

 

 

Nonperforming loans to total loans

     1.26     1.13
  

 

 

   

 

 

 

Loans less than 90 days past due may be placed in nonaccrual status if management determines that payment in full of principal or interest is not expected. Loans are removed from nonaccrual status when they are deemed a loss and charged to the allowance, transferred to foreclosed assets, or returned to accrual status based upon performance consistent with the original terms of the loan or a subsequent restructuring thereof. Management continues to closely monitor nonperforming assets and their impact on earnings and loan loss reserves.

 

39


Table of Contents

Part I. Financial Information

 

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

 

 

At March 31, 2017, the allowance for loan losses included $615 thousand specifically reserved for impaired loans in the amount of $9.4 million. Based on impairment analysis, loans totaling $4.5 million were also considered to be impaired but did not require a specific reserve or the related reserve had previously been charged-off. Impaired loans at December 31, 2016 totaled $13.3 million, of which $9.0 million required specific reserves of $556 thousand.

Summary of Loan Loss Experience

 

     Three     Three        
     months     months     Year  
     ended     ended     ended  
(dollars in thousands)    March 31,     March 31,     December 31,  
     2017     2016     2016  

Total loans outstanding at end of period

   $ 412,369     $ 240,912     $ 411,968  
  

 

 

   

 

 

   

 

 

 

Allowance for loan losses, beginning of period

   $ 3,420     $ 3,418     $ 3,418  
  

 

 

   

 

 

   

 

 

 

Charge offs:

      

Commercial & agricultural

     —         (19     (19

Commercial mortgage

     (42     (11     (21

Construction & development

     —         —         (20

Farmland

     —         —         —    

Residential

     —         (22     (84

Consumer & other

     (15     (23     (70
  

 

 

   

 

 

   

 

 

 

Total charge-offs

   $ (57   $ (75   $ (214
  

 

 

   

 

 

   

 

 

 

Recoveries:

      

Commercial & agricultural

     27       2       8  

Commercial mortgage

     —         —         —    

Construction & development

     56       35       98  

Farmland

     —         —         59  

Residential

     15       14       22  

Consumer & other

     7       5       34  
  

 

 

   

 

 

   

 

 

 

Total recoveries

     105       56       221  
  

 

 

   

 

 

   

 

 

 

Net charge-offs

   $ 48     $ (19   $ 7  
  

 

 

   

 

 

   

 

 

 

Provision (recovery) of allowance

     108       (87     (5
  

 

 

   

 

 

   

 

 

 

Allowance for loan losses at end of period

   $ 3,576     $ 3,312     $ 3,420  
  

 

 

   

 

 

   

 

 

 

Ratios:

      

Allowance for loan losses to loans at end of period

     0.87     1.37     0.83
  

 

 

   

 

 

   

 

 

 

Net charge-offs to allowance for loan losses

     (1.34 )%      0.57     0.20
  

 

 

   

 

 

   

 

 

 

Net charge-offs to provisions for loan losses

     (44.44 )%      n/a       n/a  
  

 

 

   

 

 

   

 

 

 

Certain types of loans, such as option ARM (adjustable rate mortgage) products, interest-only loans, subprime loans and loans with initial teaser rates, can have a greater risk of non-collection than other loans. The Bank has not offered these types of loans in the past and does not offer them currently. Junior-lien mortgages can also be considered higher risk loans. Our junior-lien portfolio at March 31, 2017 totaled $5.2 million, or 1.26% of total loans. Historical charge-off rates in this category have not varied significantly from other real estate secured loans.

 

40


Table of Contents

Part I. Financial Information

 

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

 

 

Stockholders’ equity totaled $56.0 million at March 31, 2017 compared to $55.5 million at December 31, 2016. The increase in equity resulted from earnings of $681 thousand plus a net change in unrealized depreciation of investment securities classified as available for sale totaling $347 thousand, less the payment of dividends of $401 thousand.

Liquidity

Liquidity is the ability to convert assets to cash to fund depositors’ withdrawals or borrowers’ loans without significant loss. Unsecured federal fund lines available from correspondent banks totaled $22.5 million at March 31, 2017. No balances were outstanding on these lines at March 31, 2017 or December 31, 2016. In addition, the Bank has the ability to borrow up to approximately $139.6 million from the Federal Home Loan Bank, subject to the pledging of collateral. The Bank had no debt outstanding classified as long-term at March 31, 2017 or December 31, 2016.

The Bank uses cash and federal funds sold to meet its daily funding needs. If funding needs are met through holdings of excess cash and federal funds, then profits might be sacrificed as higher-yielding investments are foregone in the interest of liquidity. Therefore management determines, based on such items as loan demand and deposit activity, an appropriate level of cash and federal funds and seeks to maintain that level.

The Bank’s investment security portfolio also serves as a source of liquidity. The primary goals of the investment portfolio are liquidity management and maturity gap management. As investment securities mature, the proceeds are reinvested in federal funds sold if the federal funds level needs to be increased; otherwise the proceeds are reinvested in similar investment securities. The majority of investment security transactions consist of replacing securities that have been called or matured. The Bank keeps a portion of its investment portfolio in unpledged assets with average lives or repricing terms of less than 60 months. These investments are a preferred source of funds because their market value is not as sensitive to changes in interest rates as investments with longer durations.

As a result of the steps described above, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors’ requirements and meet its customers’ credit needs.

Capital Resources

A significant measure of the strength of a financial institution is its capital base. Federal regulations have classified and defined capital into the following components: (1) Tier 1 capital, which includes common shareholders’ equity and qualifying preferred equity, and (2) Tier 2 capital, which includes a portion of the allowance for loan losses, certain qualifying long-term debt and preferred stock which does not qualify as Tier 1 capital. Financial institutions and holding companies were also subject to the new BASEL III requirements starting the first quarter of 2016. A new part of the capital ratios profile is the Common Equity Tier 1 risk-based ratio. Minimum capital levels are regulated by risk-based capital adequacy guidelines, which require a financial institution to maintain capital as a percentage of its assets, and certain off-balance sheet items adjusted for predefined credit risk factors (risk-adjusted assets).

Regulatory guidelines relating to capital adequacy provide minimum risk-based ratios at the Bank level which assess capital adequacy while encompassing all credit risks, including those related to off-balance sheet activities. At March 31, 2017, the Company and the Bank both exceeded minimum regulatory capital requirements and are considered to be “well capitalized.”

 

41


Table of Contents

Part I. Financial Information

 

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

 

 

Forward-Looking Statements

Certain information contained in this discussion may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by phrases such as “the Company expects,” “the Company believes” or words of similar import. Such forward-looking statements involve known and unknown risks including, but not limited to, changes in general economic and business conditions, the Company’s ability to successfully integrate the businesses of Grayson and Cardinal and achieve the expected cost savings, interest rate fluctuations, competition within and from outside the banking industry, new products and services in the banking industry, risk inherent in making loans such as repayment risks and fluctuating collateral values, problems with technology utilized by the Company, changing trends in customer profiles, changes in laws and regulations applicable to the Company and other factors described in Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

 

42


Table of Contents

Part I. Financial Information

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not required.

 

43


Table of Contents

Part I. Financial Information

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

Management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including our Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

44


Table of Contents

Part II. Other Information

 

 

 

Item 1. Legal Proceedings

There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which Parkway is a party or of which any of its property is subject.

 

Item 1A. Risk Factors

In connection with the information set forth in this Form 10-Q, the factors discussed under “Risk Factors” in our Form 10-K for the year ended December 31, 2016 should be considered. These risks could materially and adversely affect our business, financial condition and results of operations. There have been no material changes to the factors discussed in our Form10-K.

 

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

None

 

Item 3. Defaults Upon Senior Securities

None

 

Item 4. Mine Safety Disclosures

None

 

Item 5. Other Information

None

 

Item 6. Exhibits

 

  31.1    Rule 15(d)-14(a) Certification of Chief Executive Officer.
  31.2    Rule 15(d)-14(a) Certification of Chief Financial Officer.
  32.1    Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.Section 1350.
101    The following materials from the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Unaudited Consolidated Financial Statements.

 

45


Table of Contents

Part II. Other Information

 

 

SIGNATURES

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

 

    Parkway Acquisition Corp.
Date: May 15, 2017     By:  

/s/ J. Allan Funk

      J. Allan Funk
      President and Chief Executive Officer
    By:  

/s/ Blake M. Edwards

      Blake M. Edwards
      Chief Financial Officer

 

46


Table of Contents

Exhibit Index

 

Exhibit

No.

  

Description

  31.1    Rule 15(d)-14(a) Certification of Chief Executive Officer.
  31.2    Rule 15(d)-14(a) Certification of Chief Financial Officer.
  32.1    Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.Section 1350.
101    The following materials from the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Unaudited Consolidated Financial Statements.

 

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Fintel IR combines the comprehensive Fintel ownership database with machine learning to provide advanced tools to make investor outreach fast and easy. Learn more now!
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