# First Community Bankshares Inc: Form 10-Q for the period ended Sep 30, 2017

- Company: [First Community Bankshares Inc](/companies/fcbc.md) (CIK 859070)
- Form: 10-Q
- Filed: 2017-11-03
- Accepted by EDGAR: Nov 3, 2017, 12:49 ET
- Period: 2017-09-30
- Accession: 0001437749-17-018230
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/859070/000143774917018230/fcbc20170930_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/859070/000143774917018230/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2017-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Interest expense | 3 months, 2017-07-01 to 2017-09-30 | $2.0m | us-gaap:InterestExpense |
| Interest expense | 9 months, 2017-01-01 to 2017-09-30 | $6.1m | us-gaap:InterestExpense |
| Income tax | 3 months, 2017-07-01 to 2017-09-30 | $3.9m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2017-01-01 to 2017-09-30 | $9.9m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2017-07-01 to 2017-09-30 | $7.7m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2017-01-01 to 2017-09-30 | $20.3m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2017-07-01 to 2017-09-30 | $0.45 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2017-01-01 to 2017-09-30 | $1.19 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2017-07-01 to 2017-09-30 | $0.45 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2017-01-01 to 2017-09-30 | $1.19 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2017-07-01 to 2017-09-30 | 17,082,729 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2017-01-01 to 2017-09-30 | 17,076,958 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2017-01-01 to 2017-09-30 | $25.9m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 9 months, 2017-01-01 to 2017-09-30 | $8.5m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 9 months, 2017-01-01 to 2017-09-30 | $1.3m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2017-09-30 | $105.1m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2017-09-30 | $2.37bn | us-gaap:Assets |
| Total liabilities | at 2017-09-30 | $2.02bn | us-gaap:Liabilities |
| Long-term debt | at 2017-09-30 | $75.0m | us-gaap:LongTermDebt |
| Shareholders' equity | at 2017-09-30 | $352.6m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 69,929 characters.

Unless the context suggests otherwise, the terms “First Community,” “Company,” “we,” “our,” and “us” refer to First Community Bancshares, Inc. and its subsidiaries as a consolidated entity. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our financial condition, changes in financial condition, and results of operations. MD&A contains forward-looking statements and should be read in conjunction with our consolidated financial statements, accompanying notes, and other financial information included in this report and our Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Form 10-K”).

### Executive Overview

First Community Bancshares, Inc. (the “Company”) is a financial holding company, headquartered in Bluefield, Virginia, that provides banking products and services through its wholly owned subsidiary First Community Bank (the “Bank”), a Virginia chartered bank institution. As of September 30, 2017, the Bank operated 44 branches as First Community Bank in Virginia, West Virginia, and North Carolina and as People’s Community Bank, a Division of First Community Bank, in Tennessee. Our primary source of earnings is net interest income, the difference between interest earned on assets and interest paid on liabilities, which is supplemented by fees for services, commissions on sales, and various deposit service charges. We fund our lending and investing activities primarily through the retail deposit operations of our branch banking network and, to a lesser extent, retail and wholesale repurchase agreements and Federal Home Loan Bank (“FHLB”) borrowings. We invest our funds primarily in loans to retail and commercial customers and various investment securities. Our common stock is traded on the NASDAQ Global Select Market under the symbol, FCBC.

The Bank offers commercial and personal insurance services through its wholly owned subsidiary First Community Insurance Services (“FCIS”). Revenues are primarily derived from commissions paid by issuing companies on the sale of policies. As of September 30, 2017, FCIS operated 6 in-branch locations in Virginia and West Virginia. The Bank offers trust management, estate administration, and investment advisory services through its Trust Division and wholly owned subsidiary First Community Wealth Management (“FCWM”). Revenues consist primarily of commissions on assets under management and investment advisory fees. As of September 30, 2017, the Trust Division and FCWM managed $936 million in combined assets under various fee-based arrangements as fiduciary or agent.

Our acquisition and divestiture activity during the nine months ended September 30, 2017, and year ended December 31, 2016, included the sale of Greenpoint Insurance Agency Inc. on October 1, 2016, and the simultaneous sale of six branches to and purchase of seven branches from First Bank on July 15, 2016.

### Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and conform to general practices within the banking industry. Our financial position and results of operations may require management to make significant estimates and assumptions that have a material impact on our financial condition or operating performance. Due to the level of subjectivity and the susceptibility of such matters to change, actual results could differ significantly from management’s assumptions and estimates. Estimates, assumptions, and judgments, which are periodically evaluated, are based on historical experience and other factors, including expectations of future events believed reasonable under the circumstances. These estimates are generally necessary when assets and liabilities are required to be recorded at estimated fair value, when a decline in the value of an asset carried on the financial statements at fair value warrants an impairment write-down or a valuation reserve, or when an asset or liability needs recorded based on the probability of occurrence of a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. Fair values and information used to record valuation adjustments for certain assets and liabilities are based on quoted market prices, when available, or third-party sources. When quoted prices or third-party information is not available, management estimates valuation adjustments primarily through the use of financial modeling techniques and appraisal estimates.

Our accounting policies are fundamental in understanding MD&A and the disclosures presented in Item 1, “Financial Statements,” of this report. Our accounting policies are described in detail in Note 1, “Basis of Presentation and Accounting Policies,” to the Consolidated Financial Statements in Part II, Item 8 of our 2016 Form 10-K and our critical accounting estimates are detailed in the “Critical Accounting Estimates” section in Part II, Item 7 of our 2016 Form 10-K.

### Performance Overview

Highlights of our results of operations for the three and nine months ended September 30, 2017, and financial condition as of September 30, 2017, include the following:

- Net income available to common shareholders increased $1.27 million, or 19.88%, to $7.65 million and diluted earnings per share increased $0.08, or 21.62%, to $0.45 for the third quarter of 2017 compared to the same quarter of 2016.
- Net interest margin increased 30 basis points to 4.25%, and normalized net interest margin increased 23 basis points to 4.00% for the third quarter of 2017 compared to the same quarter of 2016.
- The Company’s book value per common share increased $0.81 to $20.76 compared to December 31, 2016.
- The Company significantly exceeds regulatory “well capitalized” targets as of September 30, 2017.

### Results of Operations

#### Net Income

The following table presents the changes in net income and related information for the periods indicated:

*(Amounts in thousands, except*

| per share data) | Three Months Ended September 30, 2017 | 2016 | Three Months Ended Increase (Decrease) | % Change | Nine Months Ended September 30, 2017 | 2016 | Nine Months Ended Increase (Decrease) | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net income | $7,652 | $6,383 | $1,269 | 19.88% | $20,272 | $18,722 | $1,550 | 8.28% |
| Net income available to common shareholders | 7,652 | 6,383 | 1,269 | 19.88% | 20,272 | 18,722 | 1,550 | 8.28% |
| Basic earnings per common share | 0.45 | 0.37 | 0.08 | 21.62% | 1.19 | 1.07 | 0.12 | 11.21% |
| Diluted earnings per common share | 0.45 | 0.37 | 0.08 | 21.62% | 1.19 | 1.07 | 0.12 | 11.21% |
| Return on average assets | 1.29% | 1.03% | 0.26% | 25.24% | 1.14% | 1.01% | 0.13% | 12.87% |
| Return on average common equity | 8.61% | 7.58% | 1.03% | 13.59% | 7.80% | 7.40% | 0.40% | 5.41% |

*Three-Month Comparison.* Net income increased in the third quarter of 2017 due to a decrease in noninterest expense and increases in noninterest and net interest income. These changes were offset by increases in the provision for loan losses and income tax.

*Nine-Month Comparison.* Net income increased in the first nine months of 2017 due to a decrease in noninterest expense and an increase in net interest income. These changes were offset by a decrease in noninterest income and increases in the provision for loan losses and income tax.

#### Net Interest Income

Net interest income, our largest contributor to earnings, is analyzed on a fully taxable equivalent (“FTE”) basis, a non-GAAP financial measure. For additional information, see “Non-GAAP Financial Measures” below.

The following tables present the consolidated average balance sheets and net interest analysis on a FTE basis for the dates indicated:

*(Amounts in thousands)*

| Assets Earning assets | Three Months Ended September 30, 2017 Average Balance | Interest(1) | Average Yield/ Rate(1) | 2016 Average Balance | Interest(1) | Average Yield/ Rate(1) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Loans(2) | $1,843,612 | $22,765 | 4.90% | $1,820,899 | $21,974 | 4.80% |
| Securities available for sale | 157,038 | 1,373 | 3.47% | 266,162 | 1,941 | 2.90% |
| Securities held to maturity | 25,199 | 106 | 1.67% | 72,210 | 189 | 1.04% |
| Interest-bearing deposits | 73,802 | 275 | 1.48% | 19,025 | 26 | 0.54% |
| Total earning assets | 2,099,651 | 24,519 | 4.63% | 2,178,296 | 24,130 | 4.41% |
| Other assets | 258,763 |  |  | 282,310 |  |  |
| Total assets | $2,358,414 |  |  | $2,460,606 |  |  |
| **Liabilities and stockholders' equity** |  |  |  |  |  |  |
| Interest-bearing deposits |  |  |  |  |  |  |
| Demand deposits | $384,594 | $89 | 0.09% | $337,893 | $60 | 0.07% |
| Savings deposits | 518,355 | 43 | 0.03% | 523,503 | 62 | 0.05% |
| Time deposits | 509,251 | 1,143 | 0.89% | 529,344 | 1,011 | 0.76% |
| Total interest-bearing deposits | 1,412,200 | 1,275 | 0.36% | 1,390,740 | 1,133 | 0.32% |
| Borrowings |  |  |  |  |  |  |
| Federal funds purchased | - | - | - | 3,696 | 6 | 0.65% |
| Retail repurchase agreements | 58,194 | 10 | 0.07% | 64,385 | 12 | 0.07% |
| Wholesale repurchase agreements | 25,000 | 203 | 3.22% | 50,000 | 473 | 3.76% |
| FHLB advances and other borrowings | 50,000 | 511 | 4.05% | 133,838 | 876 | 2.60% |
| Total borrowings | 133,194 | 724 | 2.16% | 251,919 | 1,367 | 2.16% |
| Total interest-bearing liabilities | 1,545,394 | 1,999 | 0.51% | 1,642,659 | 2,500 | 0.61% |
| Noninterest-bearing demand deposits | 440,227 |  |  | 462,588 |  |  |
| Other liabilities | 20,101 |  |  | 20,462 |  |  |
| Total liabilities | 2,005,722 |  |  | 2,125,709 |  |  |
| Stockholders' equity | 352,692 |  |  | 334,897 |  |  |
| Total liabilities and stockholders' equity | $2,358,414 |  |  | $2,460,606 |  |  |
| Net interest income, FTE |  | $22,520 |  |  | $21,630 |  |
| Net interest rate spread |  |  | 4.12% |  |  | 3.80% |
| Net interest margin |  |  | 4.25% |  |  | 3.95% |

(1) Fully taxable equivalent ("FTE") basis based on the federal statutory rate of 35%

(2) Nonaccrual loans are included in average balances; however, no related interest income is recorded during the period of nonaccrual.

43

*(Amounts in thousands)*

| Assets Earning assets | Nine Months Ended September 30, 2017 Average Balance | Interest(1) | Average Yield/ Rate(1) | 2016 Average Balance | Interest(1) | Average Yield/ Rate(1) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Loans(2) | $1,841,981 | $67,645 | 4.91% | $1,775,744 | $65,836 | 4.95% |
| Securities available for sale | 162,198 | 4,312 | 3.55% | 318,891 | 6,403 | 2.68% |
| Securities held to maturity | 35,578 | 382 | 1.44% | 72,350 | 575 | 1.06% |
| Interest-bearing deposits | 66,069 | 655 | 1.33% | 13,288 | 55 | 0.55% |
| Total earning assets | 2,105,826 | 72,994 | 4.63% | 2,180,273 | 72,869 | 4.47% |
| Other assets | 264,333 |  |  | 287,784 |  |  |
| Total assets | $2,370,159 |  |  | $2,468,057 |  |  |
| **Liabilities and stockholders' equity** |  |  |  |  |  |  |
| Interest-bearing deposits |  |  |  |  |  |  |
| Demand deposits | $384,265 | $301 | 0.10% | $339,920 | $177 | 0.07% |
| Savings deposits | 523,219 | 114 | 0.03% | 533,799 | 191 | 0.05% |
| Time deposits | 513,072 | 3,259 | 0.85% | 527,056 | 2,966 | 0.75% |
| Total interest-bearing deposits | 1,420,556 | 3,674 | 0.35% | 1,400,775 | 3,334 | 0.32% |
| Borrowings |  |  |  |  |  |  |
| Federal funds purchased | 2 | - | 0.00% | 5,393 | 26 | 0.64% |
| Retail repurchase agreements | 61,951 | 31 | 0.07% | 69,347 | 37 | 0.07% |
| Wholesale repurchase agreements | 25,000 | 602 | 3.22% | 50,000 | 1,410 | 3.77% |
| FHLB advances and other borrowings | 57,357 | 1,754 | 4.09% | 124,803 | 2,578 | 2.76% |
| Total borrowings | 144,310 | 2,387 | 2.21% | 249,543 | 4,051 | 2.17% |
| Total interest-bearing liabilities | 1,564,866 | 6,061 | 0.52% | 1,650,318 | 7,385 | 0.60% |
| Noninterest-bearing demand deposits | 435,825 |  |  | 457,250 |  |  |
| Other liabilities | 21,905 |  |  | 22,581 |  |  |
| Total liabilities | 2,022,596 |  |  | 2,130,149 |  |  |
| Stockholders' equity | 347,563 |  |  | 337,908 |  |  |
| Total liabilities and stockholders' equity | $2,370,159 |  |  | $2,468,057 |  |  |
| Net interest income, FTE |  | $66,933 |  |  | $65,484 |  |
| Net interest rate spread |  |  | 4.11% |  |  | 3.87% |
| Net interest margin |  |  | 4.25% |  |  | 4.01% |

(1) Fully taxable equivalent ("FTE") basis based on the federal statutory rate of 35%

(2) Nonaccrual loans are included in average balances; however, no related interest income is recorded during the period of nonaccrual.

44

The following table presents the impact to net interest income on a FTE basis due to changes in volume (average volume times the prior year’s average rate), rate (average rate times the prior year’s average volume), and rate/volume (average volume times the change in average rate), for the periods indicated:

*(Amounts in thousands)*

| Interest earned on(1) | Three Months Ended September 30, 2017 Compared to 2016 Dollar Increase (Decrease) due to Volume | Rate | Rate/ Volume | Total | Nine Months Ended September 30, 2017 Compared to 2016 Dollar Increase (Decrease) due to Volume | Rate | Rate/ Volume | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Loans(2) | $816 | $1,336 | $(1,361) | $791 | $2,456 | $(563) | $(84) | $1,809 |
| Securities available-for-sale | (2,368) | 1,130 | 670 | (568) | (3,146) | 2,081 | (1,026) | (2,091) |
| Securities held-to-maturity | (366) | 339 | (56) | (83) | (292) | 202 | (103) | (193) |
| Interest-bearing deposits with other banks | 223 | 133 | (107) | 249 | 218 | 77 | 305 | 600 |
| Total interest earning assets | (1,695) | 2,938 | (854) | 389 | (764) | 1,797 | (908) | 125 |
| Interest paid on(1) |  |  |  |  |  |  |  |  |
| Demand deposits | 25 | 53 | (49) | 29 | 23 | 89 | 12 | 124 |
| Savings deposits | (2) | (56) | 39 | (19) | (4) | (75) | 2 | (77) |
| Time deposits | (114) | 517 | (271) | 132 | (79) | 385 | (13) | 293 |
| Federal funds purchased | (18) | (18) | 30 | (6) | (26) | - | - | (26) |
| Retail repurchase agreements | (3) | (3) | 4 | (2) | (4) | (2) | - | (6) |
| Wholesale repurchase agreements | (704) | (203) | 637 | (270) | (705) | (205) | 102 | (808) |
| FHLB advances and other borrowings | (1,633) | 1,452 | (184) | (365) | (1,393) | 1,241 | (672) | (824) |
| Total interest-bearing liabilities | (2,449) | 1,742 | 206 | (501) | (2,188) | 1,433 | (569) | (1,324) |
| Change in net interest income(1) | $754 | $1,196 | $(1,060) | $890 | $1,424 | $364 | $(339) | $1,449 |

(1) FTE basis based on the federal statutory rate of 35%

(2) Nonaccrual loans are included in average balances; however, no related interest income is recorded during the period of nonaccrual.

45

The following tables present the net interest analysis on a FTE basis excluding the impact of non-cash purchase accounting accretion from acquired loan portfolios for the periods indicated:

*(Amounts in thousands)*

| Earning assets | Three Months Ended September 30, 2017 Interest(1) | Average Yield/ Rate(1) | 2016 Interest(1) | Average Yield/ Rate(1) |
| --- | ---: | ---: | ---: | ---: |
| Loans(2) | $22,765 | 4.90% | $21,974 | 4.80% |
| Accretion income | 1,925 |  | 1,683 |  |
| Less: cash accretion income | 548 |  | 699 |  |
| Non-cash accretion income | 1,377 |  | 984 |  |
| Loans, normalized(3) | 21,388 | 4.60% | 20,990 | 4.59% |
| Other earning assets | 1,754 | 2.72% | 2,156 | 2.40% |
| Total earning assets | 23,142 | 4.37% | 23,146 | 4.23% |
| Total interest-bearing liabilities | 1,999 | 0.51% | 2,500 | 0.61% |
| Net interest income, FTE(3) | $21,143 |  | $20,646 |  |
| Net interest rate spread, normalized(3) |  | 3.86% |  | 3.62% |
| Net interest margin, normalized(3) |  | 4.00% |  | 3.77% |

(1) FTE basis based on the federal statutory rate of 35%

(2) Nonaccrual loans are included in average balances; however, no related interest income is recorded during the period of nonaccrual.

(3) Normalized totals are non-GAAP financial measures that exclude non-cash loan interest accretion related to PCI loans.

*(Amounts in thousands)*

| Earning assets | Nine Months Ended September 30, 2017 Interest(1) | Average Yield/ Rate(1) | 2016 Interest(1) | Average Yield/ Rate(1) |
| --- | ---: | ---: | ---: | ---: |
| Loans(2) | $67,645 | 4.91% | $65,836 | 4.95% |
| Accretion income | 6,243 |  | 6,183 |  |
| Less: cash accretion income | 1,986 |  | 2,290 |  |
| Non-cash accretion income | 4,257 |  | 3,893 |  |
| Loans, normalized(3) | 63,388 | 4.60% | 61,943 | 4.66% |
| Other earning assets | 5,349 | 2.71% | 7,033 | 2.32% |
| Total earning assets | 68,737 | 4.36% | 68,976 | 4.23% |
| Total interest-bearing liabilities | 6,061 | 0.52% | 7,385 | 0.60% |
| Net interest income, FTE(3) | $62,676 |  | $61,591 |  |
| Net interest rate spread, normalized(3) |  | 3.84% |  | 3.63% |
| Net interest margin, normalized(3) |  | 3.98% |  | 3.77% |

(1) FTE basis based on the federal statutory rate of 35%

(2) Nonaccrual loans are included in average balances; however, no related interest income is recorded during the period of nonaccrual.

(3) Normalized totals are non-GAAP financial measures that exclude non-cash loan interest accretion related to PCI loans.

*Three-Month Comparison*. Net interest income comprised 75.55% of total net interest and noninterest income in the third quarter of 2017 compared to 78.18% in the same quarter of 2016. Net interest income on a GAAP basis increased $929 thousand, or 4.40%, and net interest income on a FTE basis increased $890 thousand, or 4.11%. Normalized net interest income on a FTE basis is a non-GAAP measure that excludes non-cash loan accretion income related to PCI loans. For additional information, see “Non-GAAP Financial Measures” below. Normalized net interest margin increased 23 basis points compared to an increase of 30 basis points on a FTE basis. Normalized net interest spread increased 24 basis points compared to an increase of 32 basis points on a FTE basis.

Average earning assets decreased $78.65 million, or 3.61%, primarily due to a decrease in investment securities offset by loan growth and an increase in interest-bearing deposits. The normalized yield on earning assets increased 14 basis points compared to an increase of 22 basis points on a GAAP basis. Average loans increased $22.71 million, or 1.25%, and the average loan to deposit ratio increased to 99.52% from 98.25%. The normalized yield on loans increased 1 basis point compared to an increase of 10 basis points on a GAAP basis. Non-cash accretion income increased $393 thousand, or 39.94%.

Average interest-bearing liabilities, which consist of interest-bearing deposits and borrowings, decreased $97.27 million, or 5.92%, primarily due to a decline in average borrowings. The yield on interest-bearing liabilities decreased 10 basis points, largely driven by a decrease in the average balance of borrowings. Average borrowings decreased $118.73 million, or 47.13%, largely due to an $83.84 million, or 62.64%, decrease in average FHLB advances and other borrowings, a $25.00 million, or 50.00%, decrease in average wholesale repurchase agreements, a $6.19 million, or 9.62%, decrease in average retail repurchase agreements, and a $3.70 million decrease in average federal funds purchased. Average interest-bearing deposits increased $21.46 million, or 1.54%, which was driven by a $46.70 million, or 13.82%, increase in average interest-bearing demand deposits offset by a $20.09 million, or 3.80%, decrease in average time deposits, and a $5.15 million, or 0.98%, decrease in average savings deposits, which include money market and savings accounts.

*Nine-Month Comparison*. Net interest income comprised 78.16% of total net interest and noninterest income in the first nine months of 2017 compared to 75.42% in the same period of 2016. Net interest income on a GAAP basis increased $1.56 million, or 2.44%, and net interest income on a FTE basis increased $1.45 million, or 2.21%. Normalized net interest margin increased 21 basis points compared to an increase of 24 basis points on a FTE basis. Normalized net interest spread increased 21 basis points compared to an increase of 24 basis points on a FTE basis.

Average earning assets decreased $74.45 million, or 3.41%, primarily due to a decrease in investment offset by loan growth and an increase in interest-bearing deposits. The normalized yield on earning assets increased 13 basis points compared to an increase of 16 basis points on a GAAP basis. Average loans increased $66.24 million, or 3.73%, and the average loan to deposit ratio increased to 99.22% from 95.57%. The normalized yield on loans decreased 6 basis points compared to a decrease of 4 basis points on a GAAP basis. Non-cash accretion income increased $364 thousand, or 9.35%, as the effect of accretion income continued to decline from acquired portfolio attrition.

Average interest-bearing liabilities, which consist of interest-bearing deposits and borrowings, decreased $85.45 million, or 5.18%, primarily due to a decline in average borrowings. The yield on interest-bearing liabilities decreased 8 basis points, largely driven by a decrease in the average balance of borrowings. Average borrowings decreased $105.23 million, or 42.17%, largely due to a $67.45 million, or 54.04%, decrease in average FHLB advances and other borrowings, a $25.00 million, or 50.00%, decrease in average wholesale repurchase agreements, a $7.40 million, or 10.67%, decrease in average retail repurchase agreements, and a $5.39 million, or 99.96%, decrease in average federal funds purchased. Average interest-bearing deposits increased $19.78 million, or 1.41%, which was driven by a $44.35 million, or 13.05%, increase in average interest-bearing demand deposits offset by a $13.98 million, or 2.65%, decrease in average time deposits, and a $10.58 million, or 1.98%, decrease in average savings deposits, which include money market and savings accounts.

#### Provision for Loan Losses

*Three-Month Comparison*. The provision charged to operations increased $1.88 million to $730 thousand in the third quarter of 2017 compared to a recovery of $1.15 million in the same quarter of 2016, which was attributed to the reversal of $1.35 million in loan loss provisions related to loans divested in the First Bank transaction during the third quarter of 2016. For additional information, see “Allowance for Loan Losses” in the “Financial Condition” section below.

*Nine-Month Comparison*. The provision charged to operations increased $1.40 million to $2.16 million in the first nine months of 2017 compared to the same period of 2016, which was attributed to the reversal of $1.35 million in loan loss provisions related to loans divested in the First Bank transaction during the third quarter of 2016.

#### Noninterest Income

The following table presents the components of, and changes in, noninterest income for the periods indicated:

*(Amounts in thousands)*

|  | Three Months Ended September 30, 2017 | 2016 | Three Months Ended Increase (Decrease) | % Change | Nine Months Ended September 30, 2017 | 2016 | Nine Months Ended Increase (Decrease) | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Wealth management | $758 | $653 | $105 | 16.08% | $2,339 | $2,147 | $192 | 8.94% |
| Service charges on deposits | 3,605 | 3,494 | 111 | 3.18% | 10,078 | 10,146 | (68) | -0.67% |
| Other service charges and fees | 2,141 | 2,024 | 117 | 5.78% | 6,387 | 6,088 | 299 | 4.91% |
| Insurance commissions | 306 | 1,592 | (1,286) | -80.78% | 1,004 | 5,383 | (4,379) | -81.35% |
| Net impairment losses recognized in earnings | - | (4,635) | 4,635 | -100.00% | - | (4,646) | 4,646 | -100.00% |
| Net loss on sale of securities | - | 25 | (25) | -100.00% | (657) | (53) | (604) | 1139.62% |
| Net FDIC indemnification asset amortization | (268) | (1,369) | 1,101 | -80.42% | (3,186) | (3,856) | 670 | -17.38% |
| Net gain on divestiture | - | 3,065 | (3,065) | -100.00% | - | 3,065 | (3,065) | -100.00% |
| Other operating income | 593 | 1,046 | (453) | -43.31% | 2,336 | 2,554 | (218) | -8.54% |
| Total noninterest income | $7,135 | $5,895 | $1,240 | 21.03% | $18,301 | $20,828 | $(2,527) | -12.13% |

*Three-Month Comparison*. Noninterest income comprised 24.45% of total net interest and noninterest income in the third quarter of 2017 compared to 21.82% in the same quarter of 2016. Noninterest income increased $1.24 million, or 21.03%, primarily due to net impairment losses recognized in the third quarter of 2016 and the decrease in net negative amortization related to the FDIC indemnification asset as loss share coverage expired June 30, 2017, for commercial loans. See Note 2, “Investment Securities,” to the Condensed Consolidated Financial Statements in Item 1 of this report. These changes were offset by a decrease in insurance commissions resulting from the Greenpoint divestiture in the fourth quarter of 2016 and a net gain on the divestiture of six bank branches to First Bank in the third quarter of 2016. Excluding the impact from impairment losses, sales of securities and branches, net FDIC indemnification asset amortization, and net gain on divestiture, noninterest income decreased $1.33 million, or 15.22%, to $7.40 million in the third quarter of 2017, from $8.73 million in the same quarter of 2016. The decrease was due primarily to a $1.29 million decrease in insurance commissions resulting from the Greenpoint divestiture.

*Nine-Month Comparison*. Noninterest income comprised 21.84% of total net interest and noninterest income in the first nine months of 2017 compared to 24.58% in the same period of 2016. Noninterest income decreased $2.53 million, or 12.13%, primarily due to a decrease in insurance commissions resulting from the Greenpoint divestiture in the fourth quarter of 2016 and a net gain on the divestiture of six bank branches to First Bank in the third quarter of 2016 offset by net impairment losses recognized in the third quarter of 2016. See Note 2, “Investment Securities,” to the Condensed Consolidated Financial Statements in Item 1 of this report. Net negative amortization related to the FDIC indemnification asset decreased due to additional reserve provisions as loss share coverage expired June 30, 2017, for commercial loans. Excluding the impact from impairment losses, sales of securities and branches, net FDIC indemnification asset amortization, net gain on divestiture, and bank owned life insurance proceeds, noninterest income decreased $4.19 million, or 16.20%, to $21.69 million in the first nine months of 2017, from $25.88 million in the same period of 2016. The decrease was due primarily to a $4.38 million decrease in insurance commissions resulting from the Greenpoint divestiture.

#### Noninterest Expense

The following table presents the components of, and changes in, noninterest expense for the periods indicated:

*(Amounts in thousands)*

|  | Three Months Ended September 30, 2017 | 2016 | Three Months Ended Increase (Decrease) | % Change | Nine Months Ended September 30, 2017 | 2016 | Nine Months Ended Increase% (Decrease) | Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Salaries and employee benefits | $9,137 | $9,828 | $(691) | -7.03% | $27,178 | $30,501 | $(3,323) | -10.89% |
| Occupancy expense | 1,082 | 1,249 | (167) | -13.37% | 3,671 | 4,139 | (468) | -11.31% |
| Furniture and equipment expense | 1,133 | 1,066 | 67 | 6.29% | 3,311 | 3,271 | 40 | 1.22% |
| Amortization of intangibles | 266 | 316 | (50) | -15.82% | 790 | 871 | (81) | -9.30% |
| FDIC premiums and assessments | 227 | 363 | (136) | -37.47% | 698 | 1,109 | (411) | -37.06% |
| Merger, acquisition, and divestiture expense | - | 226 | (226) | -100.00% | - | 675 | (675) | -100.00% |
| Other operating expense | 5,064 | 5,509 | (445) | -8.08% | 15,802 | 15,527 | 275 | 1.77% |
| Total noninterest expense | $16,909 | $18,557 | $(1,648) | -8.88% | $51,450 | $56,093 | $(4,643) | -8.28% |

*Three-Month Comparison*. Noninterest expense decreased $1.65 million, or 8.88%, in the third quarter of 2017 compared to the same quarter of 2016, which was largely due to a decrease in salaries and employee benefits. Salaries and employee benefits decreased as full-time equivalent employees, calculated using the number of hours worked, decreased to 569 as of September 30, 2017, from 624 as of September 30, 2016, primarily due to the First Bank and Greenpoint transactions that occurred during the second half of 2016. We incurred expenses totaling $226 thousand related to the branch exchange with First Bank during the third quarter of 2016. Occupancy, furniture, and equipment expense decreased $100 thousand, or 4.32%, due to branch closures and divestitures that occurred during the prior year. Other operating expense included a $421 thousand increase in legal fees, a $146 thousand increase in property writedowns, and a $369 thousand increase in the net loss on sales and expenses related to other real estate owned (“OREO”) to $647 thousand from $278 thousand in the third quarter of 2016. These increases were offset by decreases in office supplies expense, other service fees, nonemployee compensation, and consulting fees.

*Nine-Month Comparison*. Noninterest expense decreased $4.64 million, or 8.28%, in the first nine months of 2017 compared to the same period of 2016, which was largely due to a decrease in salaries and employee benefits. Salaries and employee benefits decreased primarily due to the First Bank and Greenpoint transactions that occurred during the second half of 2016. We incurred expenses totaling $675 thousand related to the First Bank branch exchange during the first nine months of 2016. Occupancy, furniture, and equipment expense decreased $428 thousand, or 5.78%, due to branch closures and divestitures that occurred during the prior year. Other operating expense included a $467 thousand increase in legal fees which were offset by a $48 thousand decrease in the net loss on sales and expenses related to OREO to $1.19 million from $1.24 million in the first nine months of 2016.

#### Income Tax Expense

*Three-Month Comparison*. The Company’s effective tax rate, income tax as a percent of pre-tax income, may vary significantly from the statutory rate due to permanent differences and available tax credits. Permanent differences are income and expense items excluded by law in the calculation of taxable income. The Company’s most significant permanent differences generally include interest income on municipal securities and increases in the cash surrender value of life insurance policies. Income tax expense increased $664 thousand, or 20.56%, and the effective tax rate increased 13 basis points to 33.73% in the third quarter of 2017 compared to the same quarter of 2016. The increase in the effective tax rate was largely due to a decrease in tax-exempt revenue.

*Nine-Month Comparison*. Income tax expense increased $727 thousand, or 7.92%, and the effective tax rate decreased 7 basis points to 32.83% in the first nine months of 2017 compared to the same period of 2016. The decrease in the effective tax rate was largely due to an increase in tax-exempt revenue.

### Non-GAAP Financial Measures

In addition to financial statements prepared in accordance with GAAP, we use certain non-GAAP financial measures that management believes provide investors with important information useful in understanding our operational performance and comparing our financial measures with other financial institutions. The non-GAAP financial measures presented in this report include net interest income on a FTE basis and normalized net interest income on a FTE basis. While we believe these non-GAAP financial measures enhance understanding of our business and performance, they are supplemental and not a substitute for, or more important than, financial measures prepared on a GAAP basis. Our non-GAAP financial measures may not be comparable to those reported by other financial institutions. The reconciliations of these measures to GAAP measures are presented below.

We believe FTE basis is the preferred industry measurement of net interest income and provides better comparability between taxable and tax exempt amounts. We use this non-GAAP financial measure to monitor net interest income performance and to manage the composition of our balance sheet. The FTE basis adjusts for the tax benefits of income from certain tax exempt loans and investments using the federal statutory rate of 35%. Normalized net interest income on a FTE basis is a non-GAAP measure that excludes non-cash loan accretion income related to PCI loans.

The following table reconciles net interest income and margin, as presented in our consolidated statements of income, to net interest income on a FTE basis for the periods indicated:

*(Amounts in thousands)*

|  | Three Months Ended September 30, 2017 | 2016 | Nine Months Ended September 30, 2017 | 2016 |
| --- | ---: | ---: | ---: | ---: |
| Net interest income, GAAP | $22,050 | $21,121 | $65,485 | $63,923 |
| FTE adjustment(1) | 470 | 509 | 1,448 | 1,561 |
| Net interest income, FTE | 22,520 | 21,630 | 66,933 | 65,484 |
| Less: non-cash accretion income(2) | 1,377 | 984 | 4,257 | 3,893 |
| Net interest income, normalized | $21,143 | $20,646 | $62,676 | $61,591 |
| Net interest margin, GAAP | 4.17% | 3.85% | 4.15% | 3.91% |
| FTE adjustment(1) | 0.08% | 0.08% | 0.10% | 0.09% |
| Net interest margin, FTE | 4.25% | 3.95% | 4.25% | 4.01% |
| Less: non-cash accretion income(2) | 0.25% | 0.18% | 0.27% | 0.24% |
| Net interest margin, normalized | 4.00% | 3.77% | 3.98% | 3.77% |

(1) FTE basis based on the federal statutory rate of 35%

(2) Includes non-cash purchase accounting accretion income from acquired loan portfolios

### Financial Condition

Total assets as of September 30, 2017, decreased $11.62 million, or 0.49%, to $2.37 billion from $2.39 billion as of December 31, 2016. Total liabilities as of September 30, 2017, decreased $25.20 million, or 1.23%, to $2.02 billion from $2.05 billion as of December 31, 2016.

#### Investment Securities

Our investment securities are used to generate interest income through the employment of excess funds, to provide liquidity, to fund loan demand or deposit liquidation, and to pledge as collateral where required. The composition of our investment portfolio changes from time to time as we consider our liquidity needs, interest rate expectations, asset/liability management strategies, and capital requirements.

Available-for-sale securities as of September 30, 2017, increased $8.85 million, or 5.34%, compared to December 31, 2016, primarily due to the purchase of U.S. Treasury securities offset by the maturity and sale of municipal, single-issue trust preferred, and mortgage-backed Agency securities. The market value of securities available for sale as a percentage of amortized cost was 101.11% as of September 30, 2017, compared to 99.48% as of December 31, 2016. Held-to-maturity securities as of September 30, 2017, decreased $21.95 million, or 46.57%, compared to December 31, 2016, primarily due to the maturity of U.S. Agency securities. The market value of securities held to maturity as a percentage of amortized cost was 100.17% as of September 30, 2017, compared to 100.28% as of December 31, 2016.

Investment securities are reviewed quarterly for possible other-than-temporary impairment (“OTTI”) charges. We recognized no OTTI charges in earnings associated with debt securities for the three and nine months ended September 30, 2017. We recognized credit-related OTTI charges in earnings associated with debt securities of $4.64 million during the three and nine months ended September 30, 2016, due to our change in intent to hold certain trust preferred securities to recovery. We recognized no OTTI charges in earnings associated with equity securities for the three and nine months ended September 30, 2017, or the three months ended September 30, 2016. We recognized OTTI charges in earnings associated with certain equity securities of $11 thousand for the nine months ended September 30, 2016. For additional information, see Note 2, “Investment Securities,” to the Condensed Consolidated Financial Statements in Item 1 of this report.

#### Loans Held for Investment

Loans held for investment, our largest component of interest income, are grouped into commercial, consumer real estate, and consumer and other loan segments. Each segment is divided into various loan classes based on collateral or purpose. Certain loans acquired in FDIC-assisted transactions are covered under loss share agreements (“covered loans”). Total loans held for investment, net of unearned income, as of September 30, 2017, decreased $15.23 million, or 0.82%, compared to December 31, 2016, primarily due to a $25.71 million, or 45.10%, decrease in covered loans as the covered Waccamaw portfolio continues to run off. The decrease was offset by a $10.48 million, or 0.58%, increase in non-covered loans driven by the commercial construction and non-farm, non-real estate commercial segments. For additional information, see Note 3, “Loans,” to the Condensed Consolidated Financial Statements in Item 1 of this report.

The following table presents loans, net of unearned income, with non-covered loans by loan class as of the dates indicated:

*(Amounts in thousands)*

| Non-covered loans held for investment Commercial loans | September 30, 2017 Amount | Percent | December 31, 2016 Amount | Percent | September 30, 2016 Amount | Percent |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Construction, development, and other land | $72,952 | 3.97% | $56,948 | 3.07% | $49,799 | 2.71% |
| Commercial and industrial | 90,184 | 4.91% | 92,204 | 4.98% | 90,362 | 4.92% |
| Multi-family residential | 125,997 | 6.86% | 134,228 | 7.24% | 127,468 | 6.94% |
| Single family non-owner occupied | 143,213 | 7.79% | 142,965 | 7.72% | 144,023 | 7.84% |
| Non-farm, non-residential | 613,380 | 33.38% | 598,674 | 32.31% | 596,015 | 32.46% |
| Agricultural | 6,096 | 0.33% | 6,003 | 0.32% | 5,786 | 0.32% |
| Farmland | 27,897 | 1.52% | 31,729 | 1.71% | 31,974 | 1.74% |
| Total commercial loans | 1,079,719 | 58.76% | 1,062,751 | 57.35% | 1,045,427 | 56.93% |
| Consumer real estate loans |  |  |  |  |  |  |
| Home equity lines | 102,888 | 5.60% | 106,361 | 5.74% | 108,108 | 5.89% |
| Single family owner occupied | 501,242 | 27.27% | 500,891 | 27.03% | 497,695 | 27.10% |
| Owner occupied construction | 47,034 | 2.56% | 44,535 | 2.41% | 43,925 | 2.39% |
| Total consumer real estate loans | 651,164 | 35.43% | 651,787 | 35.18% | 649,728 | 35.38% |
| Consumer and other loans |  |  |  |  |  |  |
| Consumer loans | 70,695 | 3.85% | 77,445 | 4.18% | 76,363 | 4.16% |
| Other | 4,856 | 0.26% | 3,971 | 0.21% | 3,029 | 0.16% |
| Total consumer and other loans | 75,551 | 4.11% | 81,416 | 4.39% | 79,392 | 4.32% |
| Total non-covered loans | 1,806,434 | 98.30% | 1,795,954 | 96.92% | 1,774,547 | 96.63% |
| Total covered loans | 31,287 | 1.70% | 56,994 | 3.08% | 61,837 | 3.37% |
| Total loans held for investment, net of unearned income | 1,837,721 | 100.00% | 1,852,948 | 100.00% | 1,836,384 | 100.00% |
| Less: allowance for loan losses | 19,206 |  | 17,948 |  | 19,633 |  |
| Total loans held for investment, net of unearned income and allowance | $1,818,515 |  | $1,835,000 |  | $1,816,751 |  |

51

The following table presents covered loans, by loan class, as of the dates indicated:

*(Amounts in thousands)*

| Commercial loans | September 30, 2017 Amount | Percent | December 31, 2016 Amount | Percent | September 30, 2016 Amount | Percent |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Construction, development, and other land | $40 | 0.13% | $4,570 | 8.02% | $4,699 | 7.60% |
| Commercial and industrial | - | 0.00% | 895 | 1.57% | 941 | 1.52% |
| Multi-family residential | - | 0.00% | 8 | 0.01% | 43 | 0.07% |
| Single family non-owner occupied | 292 | 0.93% | 962 | 1.69% | 1,328 | 2.15% |
| Non-farm, non-residential | 10 | 0.03% | 7,512 | 13.18% | 8,312 | 13.44% |
| Agricultural | - | 0.00% | 25 | 0.04% | 26 | 0.04% |
| Farmland | - | 0.00% | 397 | 0.70% | 412 | 0.67% |
| Total commercial loans | 342 | 1.09% | 14,369 | 25.21% | 15,761 | 25.49% |
| Consumer real estate loans |  |  |  |  |  |  |
| Home equity lines | 26,850 | 85.82% | 35,817 | 62.84% | 38,737 | 62.64% |
| Single family owner occupied | 4,095 | 13.09% | 6,729 | 11.81% | 7,058 | 11.41% |
| Owner occupied construction | - | 0.00% | - | 0.00% | 201 | 0.33% |
| Total consumer real estate loans | 30,945 | 98.91% | 42,546 | 74.65% | 45,996 | 74.38% |
| Consumer and other loans |  |  |  |  |  |  |
| Consumer loans | - | 0.00% | 79 | 0.14% | 80 | 0.13% |
| Total covered loans | $31,287 | 100.00% | $56,994 | 100.00% | $61,837 | 100.00% |

#### Risk Elements

We seek to mitigate credit risk by adhering to specific underwriting practices and by ongoing monitoring of our loan portfolio. Our underwriting practices include the analysis of borrowers’ prior credit histories, financial statements, tax returns, and cash flow projections; valuation of collateral based on independent appraisers’ reports; and verification of liquid assets. We believe our underwriting criteria are appropriate for the various loan types we offer; however, losses may occur that exceed the reserves established in our allowance for loan losses. We track certain credit quality indicators that include: trends related to the risk rating of commercial loans, the level of classified commercial loans, net charge-offs, nonperforming loans, and general economic conditions. The Company’s loan review function generally analyzes all commercial loan relationships greater than $4.0 million annually and at various times during the year. Smaller commercial and retail loans are sampled for review during the year.

Nonperforming assets consist of nonaccrual loans, accrual loans contractually past due 90 days or more, unseasoned troubled debt restructurings (“TDRs”), and OREO. Ongoing activity in the classification and categories of nonperforming loans include collections on delinquencies, foreclosures, loan restructurings, and movements into or out of the nonperforming classification due to changing economic conditions, borrower financial capacity, or resolution efforts. Loans acquired with credit deterioration, with a discount, continue to accrue interest based on expected cash flows; therefore, PCI loans are not generally considered nonaccrual. For additional information, see Note 4, “Credit Quality,” to the Condensed Consolidated Financial Statements in Item 1 of this report.

The following table presents the components of nonperforming assets and related information as of the periods indicated:

*(Amounts in thousands)*

| Non-covered nonperforming | September 30, 2017 | December 31, 2016 | September 30, 2016 |
| --- | ---: | ---: | ---: |
| Nonaccrual loans | $18,942 | $15,854 | $17,487 |
| Accruing loans past due 90 days or more | - | - | 62 |
| TDRs(1) | 141 | 114 | 115 |
| Total nonperforming loans | 19,083 | 15,968 | 17,664 |
| Non-covered OREO | 3,543 | 5,109 | 4,052 |
| Total non-covered nonperforming assets | $22,626 | $21,077 | $21,716 |
| **Covered nonperforming** |  |  |  |
| Nonaccrual loans | $420 | $608 | $688 |
| Total nonperforming loans | 420 | 608 | 688 |
| Covered OREO | 54 | 276 | 2,437 |
| Total covered nonperforming assets | $474 | $884 | $3,125 |
| **Total nonperforming** |  |  |  |
| Nonaccrual loans | $19,362 | $16,462 | $18,175 |
| Accruing loans past due 90 days or more | - | - | 62 |
| TDRs(1) | 141 | 114 | 115 |
| Total nonperforming loans | 19,503 | 16,576 | 18,352 |
| OREO | 3,597 | 5,385 | 6,489 |
| Total nonperforming assets | $23,100 | $21,961 | $24,841 |
| **Additional Information** |  |  |  |
| Performing TDRs(2) | $8,101 | $12,838 | $13,336 |
| Total TDRs(3) | 8,242 | 12,952 | 13,451 |
| **Non-covered ratios** |  |  |  |
| Nonperforming loans to total loans | 1.06% | 0.89% | 1.00% |
| Nonperforming assets to total assets | 0.97% | 0.90% | 0.91% |
| Non-PCI allowance to nonperforming loans | 100.64% | 112.32% | 111.08% |
| Non-PCI allowance to total loans | 1.06% | 1.00% | 1.11% |
| **Total ratios** |  |  |  |
| Nonperforming loans to total loans | 1.06% | 0.89% | 1.00% |
| Nonperforming assets to total assets | 0.97% | 0.92% | 1.01% |
| Allowance for loan losses to nonperforming loans | 98.48% | 108.28% | 106.98% |
| Allowance for loan losses to total loans | 1.05% | 0.97% | 1.07% |

(1) TDRs restructured within the past six months and nonperforming TDRs exclude nonaccrual TDRs of $15 thousand, $224 thousand, and $268 thousand for the periods ended September 30, 2017, December 31, 2016, and September 30, 2016, respectively.

(2) TDRs with six months or more of satisfactory payment performance exclude nonaccrual TDRs of $1.50 million, $1.06 million, and $1.04 million for the periods ended September 30, 2017, December 31, 2016, and September 30, 2016, respectively.

(3) Total TDRs exclude nonaccrual TDRs of $1.52 million, $1.28 million, and $1.31 million for the periods ended September 30, 2017, December 31, 2016, and September 30, 2016, respectively.

Non-covered nonperforming assets as of September 30, 2017, increased $1.55 million, or 7.35%, from December 31, 2016, primarily due to an increase in non-covered nonaccrual loans. Non-covered nonaccrual loans as of September 30, 2017, increased $3.09 million, or 19.48%, from December 31, 2016. As of September 30, 2017, non-covered nonaccrual loans were largely attributed to single family owner occupied (60.80%) and non-farm, non-residential (17.70%) loans. As of September 30, 2017, approximately $833 thousand, or 4.40%, of non-covered nonaccrual loans were attributed to performing loans acquired in business combinations. Certain loans included in the nonaccrual category have been written down to estimated realizable value or assigned specific reserves in the allowance for loan losses based on management’s estimate of loss at ultimate resolution.

Non-covered delinquent loans, comprised of loans 30 days or more past due and nonaccrual loans, totaled $25.10 million as of September 30, 2017, an increase of $88 thousand, or 0.35%, compared to $25.02 million as of December 31, 2016. Non-covered delinquent loans as a percent of total non-covered loans totaled 1.40% as of September 30, 2017, which includes past due loans (0.34%) and nonaccrual loans (1.06%).

When restructuring loans for borrowers experiencing financial difficulty, we generally make concessions in interest rates, loan terms, or amortization terms. Certain TDRs are classified as nonperforming when modified and are returned to performing status after nine months of satisfactory payment performance; however, these loans remain identified as impaired until full payment or other satisfaction of the obligation occurs. Accruing TDRs as of September 30, 2017, decreased $4.71 million, or 36.37%, to $8.24 million from December 31, 2016. Nonperforming accruing TDRs as of September 30, 2017, increased $27 thousand, or 23.68%, to $141 thousand compared to December 31, 2016. Nonperforming accruing TDRs as a percent of total accruing TDRs totaled 1.71% as of September 30, 2017, compared to 0.88% as of December 31, 2016. Specific reserves on TDRs totaled $707 thousand as of September 30, 2017, compared to $670 thousand as of December 31, 2016.

Non-covered OREO, which is carried at the lesser of estimated net realizable value or cost, decreased $1.57 million, or 30.65%, as of September 30, 2017, compared to December 31, 2016. Non-covered OREO consisted of 26 properties with an average holding period of 13 months as of September 30, 2017. The net loss on the sale of OREO totaled $522 thousand for the three months ended September 30, 2017, compared to $184 thousand for the same period of the prior year, and $943 thousand for the nine months ended September 30, 2017, compared to $1.00 million for the same period of the prior year. The following table presents the changes in OREO during the periods indicated:

*(Amounts in thousands)*

|  | Nine Months Ended September 30, 2017 Non-covered | Covered | Total | 2016 Non-covered | Covered | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Beginning balance | $5,109 | $276 | $5,385 | $4,873 | $4,034 | $8,907 |
| Additions | 1,256 | 26 | 1,282 | 2,452 | 1,200 | 3,652 |
| Disposals | (2,169) | (218) | (2,387) | (2,561) | (2,131) | (4,692) |
| Valuation adjustments | (653) | (30) | (683) | (712) | (666) | (1,378) |
| Ending balance | $3,543 | $54 | $3,597 | $4,052 | $2,437 | $6,489 |

#### Allowance for Loan Losses

The allowance for loan losses is maintained at a level management deems sufficient to absorb probable loan losses inherent in the loan portfolio. The allowance is increased by the provision for loan losses and recoveries of prior loan charge-offs and decreased by loans charged off. The provision for loan losses is calculated and charged to expense to bring the allowance to an appropriate level using a systematic process of measurement that requires significant judgments and estimates. As of December 31, 2016, our qualitative risk factors reflect a stable risk of loan losses due to consistent asset quality metrics and relatively stable business and economic conditions in our primary market areas. The loan portfolio is continually monitored for deterioration in credit, which may result in the need to increase the allowance for loan losses in future periods. Management considered the allowance adequate as of September 30, 2017; however, no assurance can be made that additions to the allowance will not be required in future periods. For additional information, see Note 5, “Allowance for Loan Losses,” to the Condensed Consolidated Financial Statements in Item 1 of this report.

The allowance for loan losses as of September 30, 2017, increased $1.26 million, or 7.01%, from December 31, 2016. The increase was largely attributed to a $1.00 million increase in unallocated reserves combined with a $641 thousand increase in specific reserves on impaired loans. The non-PCI allowance as a percent of non-covered loans totaled 1.06% as of September 30, 2017, compared to 1.00% as of December 31, 2016. PCI loans were aggregated into five loan pools as of September 30, 2017, and December 31, 2016: Waccamaw commercial, Waccamaw serviced home equity lines, Waccamaw residential, Peoples Bank of Virginia (“Peoples”) commercial, and Peoples residential. The cash flow analysis identified no impaired PCI loan pools as of September 30, 2017, compared to one impaired PCI loan pool with a cumulative impairment of $12 thousand as of December 31, 2016. We recorded a net charge-off of $410 thousand for the three months ended September 30, 2017, compared to a net charge-off of $312 thousand in the same period of the prior year, largely due to an increase in recoveries in the commercial loan segment in 2016. We recorded a net charge-off of $898 thousand for the nine months ended September 30, 2017, compared to a net charge-off of $1.35 million in the same period of the prior year, largely due to an overall reduction in charge-offs for commercial and consumer real estate loans offset by an increase in recoveries in the commercial loan segment in 2016.

The following table presents the changes in the allowance for loan losses, by loan class, during the periods indicated:

*(Amounts in thousands)*

|  | Three Months Ended September 30, 2017 Non-PCI Portfolio | PCI Portfolio | Total | 2016 Non-PCI Portfolio | PCI Portfolio | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Beginning balance | $18,878 | $8 | $18,886 | $21,087 | $12 | $21,099 |
| Provision for (recovery of) loan losses | 738 | (8) | 730 | (1,154) | - | (1,154) |
| Benefit attributable to the FDIC indemnification asset | - | - | - | - | - | - |
| Provision for (recovery of) loan losses charged to operations | 738 | (8) | 730 | (1,154) | - | (1,154) |
| Recovery of loan losses recorded through the FDIC indemnification asset | - | - | - | - | - | - |
| Charge-offs | (717) | - | (717) | (772) | - | (772) |
| Recoveries | 307 | - | 307 | 460 | - | 460 |
| Net charge-offs | (410) | - | (410) | (312) | - | (312) |
| Ending balance | $19,206 | $- | $19,206 | $19,621 | $12 | $19,633 |

*(Amounts in thousands)*

|  | Nine Months Ended September 30, 2017 Non-PCI Portfolio | PCI Portfolio | Total | 2016 Non-PCI Portfolio | PCI Portfolio | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Beginning balance | $17,936 | $12 | $17,948 | $20,179 | $54 | $20,233 |
| Provision for (recovery of) loan losses | 2,168 | (12) | 2,156 | 796 | (42) | 754 |
| Benefit attributable to the FDIC indemnification asset | - | - | - | - | 1 | 1 |
| Provision for (recovery of) loan losses charged to operations | 2,168 | (12) | 2,156 | 796 | (41) | 755 |
| Recovery of loan losses recorded through the FDIC indemnification asset | - | - | - | - | (1) | (1) |
| Charge-offs | (1,976) | - | (1,976) | (2,691) | - | (2,691) |
| Recoveries | 1,078 | - | 1,078 | 1,337 | - | 1,337 |
| Net charge-offs | (898) | - | (898) | (1,354) | - | (1,354) |
| Ending balance | $19,206 | $- | $19,206 | $19,621 | $12 | $19,633 |

#### Deposits

Total deposits as of September 30, 2017, increased $22.48 million, or 1.22%, compared to December 31, 2016. Noninterest-bearing deposits increased $25.24 million and interest-bearing deposits increased $14.91 million while savings deposits, which include money market accounts and savings accounts, decreased $13.06 million; and time deposits, which include certificates of deposit and individual retirement accounts, decreased $4.60 as of September 30, 2017, compared to December 31, 2016.

#### Borrowings

Total borrowings as of September 30, 2017, decreased $44.93 million, or 25.14%, compared to December 31, 2016. Short-term borrowings consisted of retail repurchase agreements, which decreased $14.22 million, or 19.48%, while the weighted average rate remained constant at 0.07%, as of September 30, 2017, and December 31, 2016.

Long-term borrowings consisted of wholesale repurchase agreements and FHLB borrowings, including convertible and callable advances as of September 30, 2017. Wholesale repurchase agreements totaled $25.00 million with a weighted average rate of 3.18% as of September 30, 2017, and December 31, 2016. Long-term FHLB borrowings decreased $15.00 million, or 23.08%, to $50.00 million and the weighted average rate decreased 4 basis points to 4.00% as of September 30, 2017, compared to December 31, 2016. The decrease was due to a $15.00 million convertible advance with a 4.15% rate that matured on May 4, 2017. The Company redeemed all of its trust preferred securities on January 9, 2017, resulting in a decrease of $15.46 million in subordinated debt.

### Liquidity and Capital Resources

#### Liquidity

Liquidity is a measure of our ability to convert assets to cash or raise cash to meet financial obligations. We believe that liquidity management should encompass an overall balance sheet approach that draws together all sources and uses of liquidity. Poor or inadequate liquidity risk management may result in a funding deficit that could have a material impact on our operations. We maintain a liquidity risk management policy and contingency funding policy (“Liquidity Plan”) to detect potential liquidity issues and protect our depositors, creditors, and shareholders. The Liquidity Plan includes various internal and external indicators that are reviewed on a recurring basis by our Asset/Liability Management Committee (“ALCO”) of the Board of Directors. ALCO reviews liquidity risk exposure and policies related to liquidity management; ensures that systems and internal controls are consistent with liquidity policies; and provides accurate reports about liquidity needs, sources, and compliance. The Liquidity Plan involves ongoing monitoring and estimation of potentially credit sensitive liabilities and the sources and amounts of balance sheet and external liquidity available to replace outflows during a funding crisis. The liquidity model incorporates various funding crisis scenarios and a specific action plan is formulated, and activated, when a financial shock that affects our normal funding activities is identified. Generally, the plan will reflect a strategy of replacing liability outflows with alternative liabilities, rather than balance sheet asset liquidity, to the extent that significant premiums can be avoided. If alternative liabilities are not available, outflows will be met through liquidation of balance sheet assets, including unpledged securities.

As a financial holding company, the Company’s primary source of liquidity is dividends received from the Bank, which are subject to certain regulatory limitations. Other sources of liquidity include cash, investment securities, and borrowings. As of September 30, 2017, the Company’s cash reserves and investment securities totaled $13.84 million and availability on an unsecured, committed line of credit with an unrelated financial institution totaled $15.00 million. There was no outstanding balance on the line of credit as of September 30, 2017. The Company’s cash reserves and investments provide adequate working capital to meet obligations, projected dividends to shareholders, and anticipated debt repayments for the next twelve months.

In addition to cash on hand and deposits with other financial institutions, we rely on customer deposits, cash flows from loans and investment securities, and lines of credit from the FHLB and the Federal Reserve Bank (“FRB”) Discount Window to meet potential liquidity demands. These sources of liquidity are immediately available to satisfy deposit withdrawals, customer credit needs, and our operations. Secondary sources of liquidity include approved lines of credit with correspondent banks and unpledged available-for-sale securities. As of September 30, 2017, our unencumbered cash totaled $105.12 million, unused borrowing capacity from the FHLB totaled $446.30 million, available credit from the FRB Discount Window totaled $6.15 million, available lines from correspondent banks totaled $90.00 million, and unpledged available-for-sale securities totaled $73.74 million.

#### Cash Flows

The following table summarizes the components of cash flow for the periods indicated:

*(Amounts in thousands)*

|  | Nine Months Ended September 30, 2017 | 2016 |
| --- | ---: | ---: |
| Net cash provided by operating activities | $25,877 | $34,790 |
| Net cash provided by investing activities | 34,999 | 39,572 |
| Net cash used in financing activities | (32,064) | (60,220) |
| Net increase in cash and cash equivalents | 28,812 | 14,142 |
| Cash and cash equivalents at beginning of period | 76,307 | 51,787 |
| Cash and cash equivalents at end of period | $105,119 | $65,929 |

Cash and cash equivalents increased $28.81 million for the nine months ended September 30, 2017, compared to an increase of $14.14 million for the same period of the prior year primarily due to financing activities. Net cash used in financing activities decreased $28.16 million for the nine months ended September 30, 2017, compared to the same period of the prior year primarily due to a decline in interest-bearing deposit runoff and treasury stock repurchases offset by the maturity and repayment of FHLB and other borrowings. Net cash provided by operating activities decreased $8.91 million for the nine months ended September 30, 2017, compared to the same period of the prior year. Net cash provided by investing activities decreased $4.57 million for the nine months ended September 30, 2017, compared to the same period of the prior year, which was largely due to a decrease in loan originations offset by a decrease in proceeds from sales and maturities of available-for-sale securities.

### Capital Resources

We are committed to effectively managing our capital to protect our depositors, creditors, and shareholders. Failure to meet certain capital requirements may result in actions by regulatory agencies that could have a material impact on our operations. Total stockholders’ equity as of September 30, 2017, increased $13.58 million, or 4.01%, to $352.64 million from $339.06 million as of December 31, 2016. The change in stockholders’ equity was largely due to net income of $20.27 million and other comprehensive income (“OCI”) of $1.94 million offset by dividends declared on our common stock of $8.50 million and repurchased treasury shares of $1.26 million. OCI was primarily due to net unrealized gains on securities. In accordance with current regulatory guidelines, accumulated other comprehensive income/(loss) is largely excluded from stockholders' equity in the calculation of our capital ratios. We repurchased 50,118 shares of our common stock for $1.26 million in the first nine months of 2017. Our book value per common share increased $0.81, or 4.06%, to $20.76 as of September 30, 2017, from $19.95 as of December 31, 2016.

#### Capital Adequacy Requirements

Risk-based capital guidelines, issued by state and federal banking agencies, include balance sheet assets and off-balance sheet arrangements weighted by the risks inherent in the specific asset type. Our current risk-based capital requirements, based on the international capital standards known as Basel III, became effective on January 1, 2015, subject to a four-year phase-in period. Basel III’s capital conservation buffer became effective on January 1, 2016, at 0.625%, and will be phased in over a four-year period (increasing by an additional 0.625% each year until it reaches 2.5% on January 1, 2019). A description of the Basel III capital rules is included in Part I, Item 1 of the 2016 Form 10-K. Our current required capital ratios are as follows:

- 4.5% Common Equity Tier 1 capital to risk-weighted assets (effectively 5.75% including the capital conservation buffer)
- 6.0% Tier 1 capital to risk-weighted assets (effectively 7.25% including the capital conservation buffer)
- 8.0% Total capital to risk-weighted assets (effectively 9.25% including the capital conservation buffer)
- 4.0% Tier 1 capital to average consolidated assets (“Tier 1 leverage ratio”)

The following table presents our capital ratios as of the dates indicated:

| The Company | September 30, 2017 | December 31, 2016 |
| --- | ---: | ---: |
| Common equity Tier 1 ratio | 13.90% | 13.88% |
| Tier 1 risk-based capital ratio | 13.90% | 14.74% |
| Total risk-based capital ratio | 14.96% | 15.79% |
| Tier 1 leverage ratio | 11.18% | 11.07% |
| **The Bank** |  |  |
| Common equity Tier 1 ratio | 12.68% | 12.93% |
| Tier 1 risk-based capital ratio | 12.68% | 12.93% |
| Total risk-based capital ratio | 13.74% | 13.98% |
| Tier 1 leverage ratio | 10.18% | 9.71% |

As of September 30, 2017, we continued to meet all capital adequacy requirements and were classified as well-capitalized under the regulatory framework for prompt corrective action. Management believes there have been no conditions or events since those notifications that would change the Bank’s classification. Additionally, our capital ratios were in excess of the minimum standards under the Basel III capital rules on a fully phased-in basis, if such requirements were in effect, as of September 30, 2017.

### Off-Balance Sheet Arrangements

We extend contractual commitments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. Our exposure to credit loss in the event of nonperformance by other parties to financial instruments is the same as the contractual amount of the instrument.

The following table presents our off-balance sheet arrangements as of the dates indicated:

*(Amounts in thousands)*

|  | September 30, 2017 | December 31, 2016 |
| --- | ---: | ---: |
| Commitments to extend credit | $245,978 | $261,801 |
| Financial letters of credit | 550 | 4,756 |
| Performance letters of credit(1) | 117,768 | 79,144 |
| Total off-balance sheet risk | $364,296 | $345,701 |
| Reserve for unfunded commitments | $66 | $326 |

(1) Includes FHLB letters of credit

### Market Risk and Interest Rate Sensitivity

Market risk represents the risk of loss due to adverse changes in current and future cash flows, fair values, earnings, or capital due to movements in interest rates and other factors. Our profitability is largely dependent upon net interest income, which is subject to variation due to changes in the interest rate environment and unbalanced repricing opportunities. We are subject to interest rate risk when interest-earning assets and interest-bearing liabilities reprice at differing times, when underlying rates change at different levels or in varying degrees, when there is an unequal change in the spread between two or more rates for different maturities, and when embedded options, if any, are exercised. ALCO reviews our mix of assets and liabilities with the goal of limiting exposure to interest rate risk, ensuring adequate liquidity, and coordinating sources and uses of funds while maintaining an acceptable level of net interest income given the current interest rate environment. ALCO is also responsible for overseeing the formulation and implementation of policies and strategies to improve balance sheet positioning and mitigate the effect of interest rate changes.

In order to manage our exposure to interest rate risk, we periodically review third-party and internal simulation models that project net interest income at risk, which measures the impact of different interest rate scenarios on net interest income, and the economic value of equity at risk, which measures potential long-term risk in the balance sheet by valuing our assets and liabilities at fair value under different interest rate scenarios. Simulation results show the existence and severity of interest rate risk in each scenario based on our current balance sheet position, assumptions about changes in the volume and mix of interest-earning assets and interest-bearing liabilities, and estimated yields earned on assets and rates paid on liabilities. The simulation model provides the best tool available to us and the industry for managing interest rate risk; however, the model cannot precisely predict the impact of fluctuations in interest rates on net interest income due to the use of significant estimates and assumptions. Actual results will differ from simulated results due to the timing, magnitude, and frequency of interest rate changes; changes in market conditions and customer behavior; and changes in our strategies that management might undertake in response to a sudden and sustained rate shock.

The Federal Open Market Committee maintained the benchmark federal funds rate at a range of 100 to 125 basis points. The following table presents the sensitivity of net interest income from immediate and sustained rate shocks in various interest rate scenarios over a twelve-month period for the periods indicated. Due to the current target rate, we do not reflect a decrease of more than 100 basis points from current rates in our analysis.

*(Dollars in thousands)*

| Increase (Decrease) in Basis Points | September 30, 2017 Change in Net Interest Income | Percent Change | December 31, 2016 Change in Net Interest Income | Percent Change |
| ---: | ---: | ---: | ---: | ---: |
| 300 | $1,655 | 1.9% | $526 | 0.6% |
| 200 | 1,294 | 1.5% | 438 | 0.5% |
| 100 | 775 | 0.9% | 183 | 0.2% |
| (100) | (4,039) | -4.8% | (2,616) | -3.1% |

We have established policy limits for tolerance of interest rate risk in various interest rate scenarios and exposure limits to changes in the economic value of equity. As of September 30, 2017, exposure to interest rate risk is within our defined policy limits.

The Company primarily uses derivative instruments to manage exposure to market risk and meet customer financing needs. As of September 30, 2017, we maintained interest rate swap agreements with notional amounts totaling $5.89 million to modify our exposure to interest rate risk caused by changes in the LIBOR curve in relation to certain designated fixed rate loans. The fair value of the swap agreements, which are accounted for as fair value hedges and recorded as derivative liabilities, totaled $151 thousand as of September 30, 2017, and $167 thousand as of December 31, 2016. For additional information, see Note 9, “Derivative Instruments and Hedging Activities,” to the Condensed Consolidated Financial Statements in Item 1 of this report.

### Inflation and Changing Prices

Our consolidated financial statements and related notes are presented in accordance with GAAP, which requires the measurement of results of operations and financial position in historical dollars. Inflation may cause a rise in price levels and changes in the relative purchasing power of money. These inflationary effects are not reflected in historical dollar measurements. The primary effect of inflation on our operations is increased operating costs. In management’s opinion, interest rates have a greater impact on our financial performance than inflation. Interest rates do not necessarily fluctuate in the same direction, or to the same extent, as the price of goods and services; therefore, the effect of inflation on businesses with large investments in property, plant, and inventory is generally more significant than the effect on financial institutions. The U.S. inflation rate continues to be relatively stable, and management believes that any changes in inflation will not be material to our financial performance.

## Market risk

As filed, 139 characters.

The information required in this item is incorporated by reference to “Market Risk and Interest Rate Sensitivity” in Item 1 of this report.

## Controls and procedures

As filed, 2,530 characters.

### Evaluation of Disclosure Controls and Procedures

In connection with this report, we conducted an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures under the Exchange Act Rule 13a-15(b). Based upon that evaluation, the CEO and CFO concluded that, as of September 30, 2017, our disclosure controls and procedures were effective.

Disclosure controls and procedures are our Company’s controls and other procedures that are designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions about required disclosure.

Management, including the CEO and CFO, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, collusion of two or more people, or management’s override of the controls.

### Changes in Internal Control over Financial Reporting

We assess the adequacy of our internal control over financial reporting quarterly and enhance our controls in response to internal control assessments and internal and external audit and regulatory recommendations. There were no changes in our internal control over financial reporting during the quarter ended September 30, 2017, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 1,106 characters.

Our risk factors discuss potential events, trends, or other circumstances that could adversely affect our business, financial condition, results of operations, cash flows, liquidity, access to capital resources, and, consequently, cause the market value of our common stock to decline. These risks could cause our future results to differ materially from historical results and expectations of future financial performance. If any of the risks occur and the market price of our common stock declines significantly, individuals may lose all, or part, of their investment in our company. Individuals should carefully consider our risk factors and information included, or incorporated by reference, in this report before making an investment decision. There may be risks and uncertainties that we have not identified or that we have deemed immaterial that could adversely affect our business; therefore, our risk factors are not intended to be an exhaustive list of all risks we face. There have been no material changes to the risk factors included in Part I, Item 1A, “Risk Factors,” of our 2016 Form 10-K.

Filed Nov 3, 2017.
Source: SEC EDGAR, the filing index for accession 0001437749-17-018230. Last ingested by Listed: Nov 6, 2026, 14:30 ET. No prices; not investment advice.