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

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended March 31, 2016

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to ___________

COMMISSION FILE NO. 000-50313

SURREY BANCORP
(Exact name of registrant as specified in its charter)

North Carolina
  
59-3772016
(State or other jurisdiction of incorporation or organization)
  
(IRS Employer Identification No.)

145 North Renfro Street, Mount Airy, NC  27030
 (Address of principal executive offices)

(336) 783-3900
 (Registrant's telephone number)
 

Check whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   ☒             No   ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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 checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

 
Large accelerated filer
 ☐
Accelerated filer
☐
         
 
Non-accelerated filer
 ☐
Smaller reporting company
☒

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practical date:

On May 12, 2016 there were 3,549,665 common shares issued and outstanding.
 
PART I – FINANCIAL INFORMATION
     
Item 1.
Consolidated Financial Statements
  
     
 
3
     
 
4
     
 
5
     
 
6
     
 
7
     
 
8-22
     
Item 2.
23-29
     
Item 3.
30
     
Item 4.
31
     
PART II – OTHER INFORMATION
     
Item 1.
32
     
Item 1A.
32
     
Item 2.
32
     
Item 3.
32
     
Item 4.
32
     
Item 5.
32
     
Item 6.
32
     
33
     
CERTIFICATIONS
34-36
 
Consolidated Balance Sheets
March 31, 2016 (Unaudited) and December 31, 2015 (Audited)

   
March
2016
    
December
2015
  
             
Assets
            
Cash and due from banks
  
$
7,041,151
    
$
5,874,561
  
Interest-bearing deposits with banks
    
23,462,068
      
32,921,125
  
Federal funds sold
    
1,221,172
      
1,217,801
  
Investment securities available for sale
    
5,316,724
      
5,340,743
  
Restricted equity securities
    
401,699
      
397,599
  
Loans, net of allowance for loan losses of $3,800,316 at March 31, 2016 and $3,626,908 at December 31, 2015
    
207,097,033
      
197,904,895
  
Property and equipment, net
    
5,313,551
      
5,333,066
  
Foreclosed assets
    
365,609
      
384,452
  
Accrued income
    
1,108,545
      
1,084,164
  
Goodwill
    
120,000
      
120,000
  
Bank owned life insurance
    
6,671,349
      
5,125,339
  
Other assets
    
2,426,128
      
2,072,810
  
Total assets
  
$
260,545,029
    
$
257,776,555
  
                 
Liabilities and Stockholders’ Equity
                
Liabilities
                
Deposits:
                
Noninterest-bearing
  
$
59,875,326
    
$
54,619,375
  
Interest-bearing
    
156,405,665
      
158,068,586
  
Total deposits
    
216,280,991
      
212,687,961
  
                 
Long-term debt
    
1,750,000
      
2,750,000
  
Dividends payable
    
45,227
      
1,004,642
  
Accrued interest payable
    
109,026
      
91,632
  
Other liabilities
    
2,930,472
      
2,571,350
  
Total liabilities
    
221,115,716
      
219,105,585
  
                 
Commitments and contingencies (Note 4)
                
                 
Stockholders’ equity
                
Preferred stock, 1,000,000 shares authorized,
                
189,356 shares of Series A issued and outstanding with no par value 4.5% convertible non-cumulative, perpetual, with a liquidation value of $14 per share;
    
2,620,325
      
2,620,325
  
181,154 shares of Series D issued and outstanding with no par value 5.0% convertible non-cumulative, perpetual; with a liquidation value of $7.08 per share;
    
1,248,482
      
1,248,482
  
Common stock, 10,000,000 shares authorized at no par value; 3,549,665 shares issued and outstanding at  March 31, 2016 and December 31, 2015
    
12,101,480
      
12,101,480
  
Retained earnings
    
23,459,314
      
22,727,587
  
Accumulated other comprehensive loss
    
(288
)
    
(26,904
)
Total stockholders’ equity
    
39,429,313
      
38,670,970
  
Total liabilities and stockholders’ equity
  
$
260,545,029
    
$
257,776,555
  
 
See Notes to Consolidated Financial Statements
 
3
Consolidated Statements of Income
Three months ended March 31, 2016 and 2015 (Unaudited)

   
2016
    
2015
  
Interest income
            
Loans and fees on loans
  
$
2,873,063
    
$
2,679,309
  
Federal funds sold
    
1,266
      
691
  
Investment securities available for sale, taxable
    
22,782
      
16,807
  
Investment securities available for sale, dividends
    
649
      
2,234
  
Deposits with banks
    
30,856
      
20,837
  
Total interest income
    
2,928,616
      
2,719,878
  
                 
Interest expense
                
Deposits
    
212,348
      
236,397
  
Long-term debt
    
20,867
      
60,705
  
Total interest expense
    
233,215
      
297,102
  
Net interest income
    
2,695,401
      
2,422,776
  
                 
Provision for (recapture of) loan losses
    
75,814
      
(113,794
)
Net interest income after provision for (recapture of) loan losses
    
2,619,587
      
2,536,570
  
                 
Noninterest income
                
Service charges on deposit accounts
    
160,977
      
191,344
  
Fees on loans delivered to correspondents
    
7,194
      
5,646
  
Other service charges and fees
    
180,185
      
171,193
  
Gain (loss) on the sale of investment securities
    
(33,127
)
    
4,376
  
Income from bank owned life insurance
    
46,010
      
36,824
  
Insurance commissions
    
100,911
      
83,777
  
Brokerage commissions
    
14,681
      
79,041
  
Other operating income
    
61,726
      
53,033
  
Total noninterest income
    
538,557
      
625,234
  
                 
Noninterest expense
                
Salaries and employee benefits
    
1,078,058
      
1,032,331
  
Occupancy expense
    
129,093
      
109,348
  
Equipment expense
    
68,451
      
62,896
  
Data processing
    
129,576
      
123,006
  
Foreclosed assets, net
    
34,031
      
38,844
  
Postage, printing and supplies
    
43,479
      
41,324
  
Professional fees
    
17,703
      
141,999
  
FDIC insurance premiums
    
32,515
      
24,458
  
Other expense
    
422,683
      
458,462
  
Total noninterest expense
    
1,955,589
      
2,032,668
  
Net income before income taxes
    
1,202,555
      
1,129,136
  
                 
Income tax expense
    
425,601
      
400,702
  
Net income
    
776,954
      
728,434
  
                 
Preferred stock dividends
    
(45,227
)
    
(45,227
)
Net income available to common stockholders
  
$
731,727
    
$
683,207
  
                 
Basic earnings per common share
  
$
0.21
    
$
0.19
  
Diluted earnings per common share
  
$
0.19
    
$
0.17
  
Basic weighted average common shares outstanding
    
3,549,665
      
3,549,665
  
Diluted weighted average common shares outstanding
    
4,183,600
      
4,187,410
  

See Notes to Consolidated Financial Statements
 
4
Consolidated Statements of Comprehensive Income
Three months ended March 31, 2016 and 2015 (Unaudited)

   
2016
    
2015
  
             
Net income
  
$
776,954
    
$
728,434
  
                 
Other comprehensive income:
                
Investment securities available for sale:
                
Unrealized holding gains
    
7,455
      
12,825
  
Tax effect
    
(2,703
)
    
(4,801
)
Reclassification of (gains) losses recognized in net income
    
33,127
      
(4,376
)
Tax effect
    
(11,263
)
    
1,488
  
     
26,616
      
5,136
  
Comprehensive income
  
$
803,570
    
$
733,570
  

See Notes to Consolidated Financial Statements
 
5
Consolidated Statements of Cash Flows
Three months ended March 31, 2016 and 2015 (Unaudited)

   
2016
    
2015
  
Cash flows from operating activities
            
Net income
  
$
776,954
    
$
728,434
  
Adjustments to reconcile net income to net cash provided by operations:
                
Depreciation and amortization
    
73,755
      
67,627
  
Gain on sale of property and equipment
    
(10
)
    
(50
)
(Gain) loss on the sale of securities
    
33,127
      
(4,376
)
Loss on the sale of foreclosed assets
    
-
      
8,507
  
Write down of foreclosed assets
    
25,048
      
-
  
Provision (recapture) of loan losses
    
75,814
      
(113,794
)
Deferred income tax benefit
    
(7,199
)
    
(2,071
)
Accretion of discount on securities, net of amortization of premiums
    
(211
)
    
(103
)
Increase in cash surrender value of life insurance
    
(46,010
)
    
(36,824
)
Life insurance proceeds
    
-
      
1,001,320
  
Changes in assets and liabilities:
                
Accrued income
    
(24,381
)
    
(3,487
)
Other assets
    
(360,085
)
    
91,210
  
Accrued interest payable
    
17,394
      
22,809
  
Other liabilities
    
359,122
      
(60,807
)
Net cash provided by operating activities
    
923,318
      
1,698,395
  
                 
Cash flows from investing activities
                
Net (increase) decrease in interest-bearing deposits with banks
    
9,459,057
      
(5,309,402
)
Net increase in federal funds sold
    
(3,371
)
    
(2,231
)
Purchases of investment securities
    
(1,500,516
)
    
(1,009,610
)
Maturities of investment securities
    
1,001,483
      
1,001,578
  
Purchase of restricted equity securities
    
(4,100
)
    
(11,100
)
Net (increase) decrease in loans
    
(9,289,032
)
    
481,474
  
Proceeds from the sale of investment securities
    
530,718
      
11,135
  
Proceeds from the sale of foreclosed assets
    
14,875
      
136,924
  
Purchases of property and equipment
    
(54,240
)
    
(244,800
)
Purchase of bank owned life insurance
    
(1,500,000
)
    
-
  
Proceeds from the sale of property and equipment
    
10
      
50
  
Net cash used in investing activities
    
(1,345,116
)
    
(4,945,982
)
                 
Cash flows from financing activities
                
Net increase in deposits
    
3,593,030
      
3,239,968
  
Maturity of long-term debt
    
(1,000,000
)
    
-
  
Dividends paid
    
(1,004,642
)
    
(827,159
)
Net cash provided by financing activities
    
1,588,388
      
2,412,809
  
Net increase (decrease) in cash and cash equivalents
    
1,166,590
      
(834,778
)
Cash and due from banks, beginning
    
5,874,561
      
6,236,749
  
Cash and due from banks, ending
  
$
7,041,151
    
$
5,401,971
  
                 
Supplemental disclosures of cash flow information
                
Interest paid
  
$
215,821
    
$
274,293
  
Taxes paid
  
$
-
    
$
-
  
Supplemental disclosures of non-cash transactions
                
Loans transferred to foreclosed properties
  
$
21,080
    
$
40,136
  
Cash dividends declared but not paid
  
$
45,227
    
$
45,227
  

See Notes to Consolidated Financial Statements
 
6
Consolidated Statements of Changes in Stockholders’ Equity
Three months ended March 31, 2016 and 2015 (Unaudited)

     
Preferred
Stock
    
Common Stock
    
Retained
Earnings
    
Accumulated
Other
Comprehensive
        
   
Amount
    
Shares
    
Amount
        
Income (Loss)
    
Total
  
                                     
Balance, January 1, 2015
  
$
3,868,807
      
3,549,665
    
$
12,101,480
    
$
20,808,309
    
$
(7,942
)
  
$
36,770,654
  
                                                 
Net income
    
-
      
-
      
-
      
728,434
      
-
      
728,434
  
Other comprehensive income
    
-
      
-
      
-
      
-
      
5,136
      
5,136
  
                                                 
Dividends declared and accrued on convertible Series A preferred stock ($.16 per share)
    
-
      
-
      
-
      
(29,415
)
    
-
      
(29,415
)
Dividends declared and accrued on convertible Series D preferred stock ($.09 per share)
    
-
      
-
      
-
      
(15,812
)
    
-
      
(15,812
)
Balance, March 31, 2015
  
$
3,868,807
      
3,549,665
    
$
12,101,480
    
$
21,491,516
    
$
(2,806
)
  
$
37,458,997
  
                                                 
Balance, January 1, 2016
  
$
3,868,807
      
3,549,665
    
$
12,101,480
    
$
22,727,587
    
$
(26,904
)
  
$
38,670,970
  
                                                 
Net income
    
-
      
-
      
-
      
776,954
      
-
      
776,954
  
Other comprehensive income
    
-
      
-
      
-
      
-
      
26,616
      
26,616
  
                                               
Dividends declared and accrued on convertible Series A preferred stock ($.16 per share)
    
-
      
-
      
-
      
(29,415
)
    
-
      
(29,415
)
Dividends declared and accrued on convertible Series D preferred stock ($.09 per share)
    
-
      
-
      
-
      
(15,812
)
    
-
      
(15,812
)
Balance, March 31, 2016
  
$
3,868,807
      
3,549,665
    
$
12,101,480
    
$
23,459,314
    
$
(288
)
  
$
39,429,313
  

See Notes to Consolidated Financial Statements
 
7
SURREY BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and therefore, do not include all disclosures required by generally accepted accounting principles for a complete presentation of financial statements. In the opinion of management, the consolidated financial statements contain all adjustments necessary to present fairly the financial condition of Surrey Bancorp, (the “Company), as of March 31, 2016, the results of its operations and comprehensive income for the three months ended March 31, 2016 and 2015, and its changes in stockholders’ equity and cash flows for the three months ended March 31, 2016 and 2015.  These adjustments are of a normal and recurring nature. The results of operations for the three months ended March 31, 2016, are not necessarily indicative of the results expected for the full year. These consolidated financial statements should be read in conjunction with the Company’s audited financial statements and related disclosures for the year ended December 31, 2015, included in the Company’s Form 10-K. The balance sheet at December 31, 2015, has been taken from the audited financial statements at that date.

Organization

Surrey Bancorp began operation on May 1, 2003 and was created for the purpose of acquiring all the outstanding shares of common stock of Surrey Bank & Trust (“the Bank”). Stockholders of the bank received six shares of Surrey Bancorp common stock for every five shares of Surrey Bank & Trust common stock owned. The Company is subject to regulation by the Federal Reserve.

Surrey Bank & Trust was organized and incorporated under the laws of the State of North Carolina on July 15, 1996 and commenced operations on July 22, 1996. The Bank currently serves Surry County, North Carolina and Patrick County, Virginia and surrounding areas through five banking offices. As a state chartered bank, which is not a member of the Federal Reserve, the Bank is subject to regulation by the State of North Carolina Banking Commission and the Federal Deposit Insurance Corporation.

Surrey Investment Services, Inc., (“Subsidiary”) was organized and incorporated under the laws of the State of North Carolina on February 10, 1998. The subsidiary provides insurance services through SB&T Insurance and investment advice and brokerage services through LPL Financial.

On July 31, 2000, Surrey Bank & Trust formed Freedom Finance, LLC, a subsidiary operation specializing in the purchase of sales finance contracts from local automobile dealers.

The accounting and reporting policies of the Company, the Bank, and its subsidiaries follow generally accepted accounting principles and general practices within the financial services industry. Following is a summary of the more significant policies.

Critical Accounting Policies

The notes to the audited consolidated financial statements for the year ended December 31, 2015 contain a summary of the significant accounting policies.  The Company believes our policies with respect to the methodology for the determination of the allowance for loan losses, and asset impairment judgments, including the recoverability of intangible assets 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 our Board of Directors.  See our Annual Report on Form 10-K for full details on critical accounting policies.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, the Bank and the subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
 
8
SURREY BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION, CONTINUED

Presentation of Cash Flows

For purposes of reporting cash flows, cash and cash equivalents includes cash and amounts due from depository institutions (including cash items in process of collection). Overnight interest bearing deposits and federal funds sold are shown separately.  Federal funds purchased are shown with securities sold under agreements to repurchase.

Investment Securities

Investments classified as available for sale are intended to be held for indefinite periods of time and include those securities that management may employ as part of asset/liability strategy or that may be sold in response to changes in interest rates, prepayments, regulatory capital requirements or similar factors. These securities are carried at fair value and are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments or significant other observable inputs.

Investment securities classified as held to maturity are those debt securities that the Bank has the ability and intent to hold to maturity. Accordingly, these securities are carried at cost adjusted for amortization of premiums and accretion of discount, computed by the interest-method over their contractual lives. At March 31, 2016 and December 31, 2015, the Bank had no investments classified as held to maturity.

Loans Held for Sale

The Bank originates and holds Small Business Administration (SBA) and United States Department of Agriculture (USDA) guaranteed loans in its portfolio in the normal course of business. Occasionally, the Bank sells the guaranteed portions of these loans into the secondary market. The loans are generally variable rate loans, which eliminates the market risk to the Bank and are therefore carried at cost. Fixed rate loans are carried at the lower of cost or market. The Bank recognizes gains on the sale of the guaranteed portion upon the consummation of the transaction. The Bank plans to continue to originate guaranteed loans for sales, however no such loans were funded and held for sale at March 31, 2016 and December 31, 2015.

Loans Receivable

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding principal amount adjusted for any charge-offs, the allowance for loan losses, and any deferred fees or cost on originated loans and unamortized premiums or discounts on purchased loans.

Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment of the yield of the related loan using the interest method.  Discounts and premiums on any purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity, adjusted for anticipated prepayments.  Discounts and premiums on any purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method.

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 the 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 on nonaccrual loans are first applied to principal and any residual amounts 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 loans are determined on the basis of contractual terms.
 
9
SURREY BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION, CONTINUED

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 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 collectability 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.

The allowance consists of specific, general and unallocated components.  The specific component relates to loans that are classified as impaired.  For loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan.  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 the Company 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 commercial and construction 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 Company does not separately identify individual consumer and residential loans for impairment disclosures.

Recent Accounting Pronouncements

The following is a summary of recent authoritative pronouncements:

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 financial statements.

In February 2016, the FASB issued new guidance to change accounting for leases and that will generally require most leases to be recognized on the balance sheet. The new lease standard only contains targeted changes to accounting by lessors, however, lessees will be required to recognize most leases in their balance sheets as lease liabilities for lease payments and right-of-use assets representing the lessee's rights to use the underlying assets for the lease terms for lease arrangements longer than 12 months. Under this approach, a lessee will account for most existing capital/finance leases as Type A leases and most existing operating leases as Type B leases. Type A and Type B leases have unique accounting and disclosure requirements. Existing sale-leaseback guidance, including guidance for real estate, will be replaced with a new model applicable to both lessees and lessors The new guidance will be effective for fiscal years (and interim periods within those fiscal years) beginning after December 15, 2018. Early adoption is permitted for all companies and organizations. Management is currently analyzing the impact of the adoption of this guidance on the Company's financial statements, including assessing changes that might be necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting.
 
10
SURREY BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION, CONTINUED

Recent Accounting Pronouncements, continued

In March 2016, the FASB issued guidance to simplify several aspects of the accounting for share-based payment award transactions including the income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows.  Additionally, the guidance simplifies two areas specific to entities other than public business entities allowing them apply a practical expedient to estimate the expected term for all awards with performance or service conditions that have certain characteristics and also allowing them to make a one-time election to switch from measuring all liability-classified awards at fair value to measuring them at intrinsic value. The amendments will be effective for the Company for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company does not expect these amendments to have a material effect on its financial statements.

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.

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 financial position, results of operations or cash flows.

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 reviewed events occurring through the date the financial statements were issued and no subsequent events have occurred requiring accrual or disclosure.
 
SURREY BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. SECURITIES

Debt and equity securities have been classified in the balance sheets according to management’s intent.  The amortized costs of securities available for sale and their approximate fair values at March 31, 2016 and December 31, 2015 follow:

   
Amortized
Cost
    
Unrealized
Gains
    
Unrealized
Losses
    
Fair
Value
  
                         
March 31, 2016
                        
Government-sponsored enterprises
  
$
4,998,434
    
$
3,175
    
$
3,729
    
$
4,997,880
  
Mortgage-backed securities
    
18,746
      
398
      
-
      
19,144
  
Corporate bonds
    
300,000
      
-
      
300
      
299,700
  
   
$
5,317,180
    
$
3,573
    
$
4,029
    
$
5,316,724
  
                                 
December 31, 2015
                                
Government-sponsored enterprises
  
$
4,498,227
    
$
3,130
    
$
10,117
    
$
4,491,240
  
Mortgage-backed securities
    
20,233
      
446
      
-
      
20,679
  
Corporate bonds
    
300,000
      
-
      
300
      
299,700
  
Equities and mutual funds
    
563,321
      
14,644
      
48,841
      
529,124
  
   
$
5,381,781
    
$
18,220
    
$
59,258
    
$
5,340,743
  

At March 31, 2016 and December 31, 2015, substantially all government-sponsored enterprises securities were pledged as collateral on public deposits and for other purposes as required or permitted by law.  The mortgage-backed securities were pledged to the Federal Home Loan Bank.

Maturities of mortgage-backed bonds are stated based on contractual maturities.  Actual maturities of these bonds may vary as the underlying mortgages are prepaid.  The investment in equities and mutual funds by nature have no maturity date and are classified as due in one year or less. The scheduled maturities of securities (all available for sale) at March 31, 2016, were as follows:

   
Amortized
Cost
    
Fair
Value
  
Due in one year or less
  
$
500,000
    
$
499,655
  
Due after one year through five years
    
4,809,160
      
4,808,828
  
Due after five years through ten years
    
-
       -  
Due after ten years
    
8,020
      
8,241
  
   
$
5,317,180
    
$
5,316,724
  

The following table shows investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, at March 31, 2016 and December 31, 2015. These unrealized losses on investment securities are a result of volatility in interest rates which relate to government-sponsored enterprises and corporate bonds issued by other banks at March 31, 2016 and December 31, 2015, and market volatility as it relates to equity and mutual fund investments at December 31, 2015.

   
Less Than 12 Months
    
12 Months or More
    
Total
  
   
Fair
Value
    
Unrealized
Losses
    
Fair
Value
    
Unrealized
Losses
    
Fair
Value
    
Unrealized
Losses
  
                                     
March 31, 2016
                                    
Government-sponsored enterprises
  
$
1,995,050
    
$
3,384
    
$
499,655
    
$
345
    
$
2,494,705
    
$
3,729
  
Corporate bonds
    
-
      
-
      
299,700
      
300
      
299,700
      
300
  
   
$
1,995,050
    
$
3,384
    
$
799,355
    
$
645
    
$
2,794,405
    
$
4,029
  
                                                 
December 31, 2015
                                                
Government-sponsored enterprises
  
$
2,488,110
    
$
10,117
    
$
-
    
$
-
    
$
2,488,110
    
$
10,117
  
Corporate bonds
    
-
      
-
      
299,700
      
300
      
299,700
      
300
  
Equities and mutual funds
    
63,865
      
22,785
      
41,140
      
26,056
      
105,005
      
48,841
  
   
$
2,551,975
    
$
32,902
    
$
340,840
    
$
26,356
    
$
2,892,815
    
$
59,258
  
 
SURREY BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. SECURITIES, CONTINUED

Management considers the nature of the investment, the underlying causes of the decline in the market value and the severity and duration of the decline in market value in determining if impairment is other than temporary. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Based upon this evaluation, there are two securities in the portfolio at March 31, 2016, with unrealized losses for a period greater than 12 months. One of these securities also had unrealized losses for a period greater than 12 months at December 31, 2015. We have analyzed each individual security for Other Than Temporary Impairment (“OTTI”) purposes by reviewing delinquencies, loan-to-value ratios, and credit quality and concluded that all unrealized losses presented in the tables above are not related to an issuer’s financial condition but are due to changes in the level of interest rates and no declines are deemed to be other than temporary in nature.

The Company had realized losses of $33,127 from the sales of equity and mutual fund investment securities for the three month period ended March 31, 2016, and realized gains of $4,376 from the sales of equity and mutual fund investment securities for the three month periods ended March 31, 2015. Total proceeds from the sales amounted to $530,718 and $11,135 in 2016 and 2015, respectively.

NOTE 3. EARNINGS PER COMMON SHARE

Basic earnings per common share for the three months ended March 31, 2016 and 2015 were calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period.

The computation of diluted earnings per common share is similar to the computation of basic earnings per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if dilutive potential common shares had been issued. The numerator is adjusted for any changes in income or loss that would result from the assumed conversion of those potential common shares. The potential dilutive shares are represented by common stock options and by the Series A and D convertible preferred stock. Each share of the Series A preferred is convertible into 2.2955 shares of common stock. Each share of Series D preferred is convertible into 1.10 shares of common stock.

NOTE 4. COMMITMENTS AND LETTERS OF CREDIT

At March 31, 2016, the Company had commitments to extend credit, including unused lines of credit of approximately $43,674,000 and letters of credit outstanding of $2,801,841.

NOTE 5. LOANS

The major components of loans in the balance sheets at March 31, 2016 and December 31, 2015 are below.

   
2016
    
2015
  
             
Commercial
  
$
55,375,294
    
$
51,930,870
  
Real estate:
                
Construction and land development
    
9,613,485
      
9,669,380
  
Residential, 1-4 families
    
43,710,878
      
43,830,689
  
Residential, 5 or more families
    
1,126,153
      
1,155,535
  
Farmland
    
6,243,947
      
6,043,944
  
Nonfarm, nonresidential
    
88,623,068
      
82,595,636
  
Agricultural
    
1,473,015
      
1,609,150
  
Consumer, net of discounts of $13,915 in 2016 and $11,950 in 2015
    
4,508,500
      
4,532,179
  
     
210,674,340
      
201,367,383
  
Deferred loan origination costs, net of (fees)
    
223,009
      
164,420
  
   
210,897,349
      
201,531,803
  
Allowance for loan losses
    
(3,800,316
)
    
(3,626,908
)
   
$
207,097,033
    
$
197,904,895
  
 
13
SURREY BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5. LOANS, CONTINUED

Residential, 1-4 family loans pledged as collateral against FHLB advances approximated $12,314,000 and $12,691,000 at March 31, 2016 and December 31, 2015, respectively.

NOTE 6. ALLOWANCE FOR LOAN LOSSES

The activity of the allowance for loan losses by loan components during the three months ended March 31, 2016 and 2015 was as follows:

 
Construction
&
Development
    
1-4 Family
Residential
    
Nonfarm,
Nonresidential
    
Commercial
&
Industrial
    
Consumer
    
Other
    
Total
  
                                           
March 31, 2016
                                          
                                           
Allowance for credit losses:
                                      
Beginning balance
  
$
150,400
    
$
790,200
    
$
1,020,400
    
$
1,361,814
    
$
177,894
    
$
126,200
    
$
3,626,908
  
Charge-offs
    
-
      
(62,665
)
    
-
      
(5,129
)
    
(15,595
)
    
(17,317
)
    
(100,706
)
Recoveries
    
-
      
7,025
      
4,584
      
181,939
      
2,423
      
2,329
      
198,300
  
Provision
    
(200
)
    
64,940
      
153,116
      
(188,624
)
    
(82,122
)
    
128,704
      
75,814
  
Ending balance
  
$
150,200
    
$
799,500
    
$
1,178,100
    
$
1,350,000
    
$
82,600
    
$
239,916
    
$
3,800,316
  
                                                         
Ending balance: individually evaluated for impairment
  
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
  
Ending balance: collectively evaluated for impairment
  
$
150,200
    
$
799,500
    
$
1,178,100
    
$
1,350,000
    
$
82,600
    
$
239,916
    
$
3,800,316
  
                                                         
Loans Receivable:
                                                    
Ending balance
  
$
9,613,485
    
$
43,710,878
    
$
88,623,068
    
$
55,375,294
    
$
4,508,500
    
$
8,843,115
    
$
210,674,340
  
                                                         
Ending balance: individually evaluated for impairment
  
$
10,380
    
$
1,016,089
    
$
2,209,087
    
$
2,113,933
    
$
-
    
$
5,543
    
$
5,355,032
  
Ending balance: collectively evaluated for impairment
  
$
9,603,105
    
$
42,694,789
    
$
86,413,981
    
$
53,261,361
    
$
4,508,500
    
$
8,837,572
    
$
205,319,308
  
                                                         
March 31, 2015
                                                        
                                                         
Allowance for credit losses:
                                                    
Beginning balance
  
$
160,100
    
$
798,199
    
$
1,067,315
    
$
1,301,900
    
$
158,750
    
$
68,400
    
$
3,554,664
  
Charge-offs
    
-
      
(47,169
)
    
-
      
(897
)
    
(35,562
)
    
-
      
(83,628
)
Recoveries
    
-
      
889
      
205
      
49,023
      
12,549
      
-
      
62,666
  
Provision
    
(68,000
)
    
28,773
      
35,371
      
(137,135
)
    
22,997
      
4,200
      
(113,794
)
Ending balance
  
$
92,100
    
$
780,692
    
$
1,102,891
    
$
1,212,891
    
$
158,734
    
$
72,600
    
$
3,419,908
  
                                                         
Ending balance: individually evaluated for impairment
  
$
-
    
$
64,992
    
$
113,491
    
$
143,291
    
$
-
    
$
-
    
$
321,774
  
Ending balance: collectively evaluated for impairment
  
$
92,100
    
$
715,700
    
$
989,400
    
$
1,069,600
    
$
158,734
    
$
72,600
    
$
3,098,134
  
                                                         
Loans Receivable:
                                                    
Ending balance
  
$
5,788,579
    
$
42,097,111
    
$
81,314,177
    
$
52,969,456
    
$
4,743,081
    
$
5,523,054
    
$
192,435,458
  
                                                         
Ending balance: individually evaluated for impairment
  
$
12,953
    
$
706,295
    
$
2,904,189
    
$
1,052,132
    
$
-
    
$
242,361
    
$
4,917,930
  
Ending balance: collectively evaluated for impairment
  
$
5,775,626
    
$
41,390,816
    
$
78,409,988
    
$
51,917,324
    
$
4,743,081
    
$
5,280,693
    
$
187,517,528
  
 
14
SURREY BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. ALLOWANCE FOR LOAN LOSSES, CONTINUED

The following table presents impaired loans individually evaluated by class of loan as of March 31, 2016 and December 31, 2015 and the recognized interest income per the related period:

   
Recorded
Investment
    
Unpaid
Principal
Balance
    
Related
Allowance
    
Average
Recorded
Investment
    
Interest
Income
Recognized
  
                               
March 31, 2016
                              
With no related allowance recorded:
                              
Construction and development
  
$
10,379
    
$
10,379
    
$
-
    
$
10,789
    
$
219
  
1-4 family residential
    
1,016,090
      
1,088,244
      
-
      
1,071,681
      
19,750
  
Nonfarm, nonresidential
    
2,209,087
      
2,209,087
      
-
      
2,237,236
      
28,131
  
Commercial and industrial
    
2,113,933
      
2,116,629
      
-
      
2,117,249
      
34,606
  
Consumer
    
-
      
-
      
-
      
-
      
-
  
Other loans
    
5,543
      
11,086
      
-
      
10,964
      
-
  
     
5,355,032
      
5,435,425
      
-
      
5,447,919
      
82,706
  
                                         
With an allowance recorded:
                                        
Construction and development
    
-
      
-
      
-
      
-
      
-
  
1-4 family residential
    
-
      
-
      
-
      
-
      
-
  
Nonfarm, nonresidential
    
-
      
-
      
-
      
-
      
-
  
Commercial and industrial
    
-
      
-
      
-
      
-
      
-
  
Consumer
    
-
      
-
      
-
      
-
      
-
  
Other loans
    
-
      
-
      
-
      
-
      
-
  
     
-
      
-
      
-
      
-
      
-
  
                                         
Combined:
                                        
Construction and development
    
10,379
      
10,379
      
-
      
10,789
      
219
  
1-4 family residential
    
1,016,090
      
1,088,244
      
-
      
1,071,681
      
19,750
  
Nonfarm, nonresidential
    
2,209,087
      
2,209,087
      
-
      
2,237,236
      
28,131
  
Commercial and industrial
    
2,113,933
      
2,116,629
      
-
      
2,117,249
      
34,606
  
Consumer
    
-
      
-
      
-
      
-
      
-
  
Other loans
    
5,543
      
11,086
      
-
      
10,964
      
-
  
   
$
5,355,032
    
$
5,435,425
    
$
-
    
$
5,447,919
    
$
82,706
  
                                         
December 31, 2015
                                        
With no related allowance recorded:
                                        
Construction and development
  
$
11,061
    
$
11,061
    
$
-
    
$
11,408
    
$
1,005
  
1-4 family residential
    
966,420
      
975,909
      
-
      
966,971
      
47,320
  
Nonfarm, nonresidential
    
2,640,143
      
2,640,143
      
-
      
2,542,346
      
99,820
  
Commercial and industrial
    
1,676,119
      
1,676,119
      
-
      
1,647,548
      
86,843
  
Consumer
    
-
      
-
      
-
      
-
      
-
  
Other loans
    
11,085
      
11,085
      
-
      
11,085
      
591
  
     
5,304,828
      
5,314,317
      
-
      
5,179,358
      
235,579
  
                                         
With an allowance recorded:
                                        
Construction and development
  
$
-
    
$
-
    
$
-
    
$
-
    
$
-
  
1-4 family residential
    
-
      
-
      
-
      
-
      
-
  
Nonfarm, nonresidential
    
-
      
-
      
-
      
-
      
-
  
Commercial and industrial
    
592,557
      
592,557
      
45,014
      
592,557
      
37,304
  
Consumer
    
-
      
-
      
-
      
-
      
-
  
Other loans
    
-
      
-
      
-
      
-
      
-
  
     
592,557
      
592,557
      
45,014
      
592,557
      
37,304
  
                                         
Combined:
                                        
Construction and development
  
$
11,061
    
$
11,061
    
$
-
    
$
11,408
    
$
1,005
  
1-4 family residential
    
966,420
      
975,909
      
-
      
966,971
      
47,320
  
Nonfarm, nonresidential
    
2,640,143
      
2,640,143
      
-
      
2,542,346
      
99,820
  
Commercial and industrial
    
2,268,676
      
2,268,676
      
45,014
      
2,240,105
      
124,147
  
Consumer
    
-
      
-
      
-
      
-
      
-
  
Other loans
    
11,085
      
11,085
      
-
      
11,085
      
591
  
   
$
5,897,385
    
$
5,906,874
    
$
45,014
    
$
5,771,915
    
$
272,883
  
 
15
SURREY BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. ALLOWANCE FOR LOAN LOSSES, CONTINUED

The following presents by class, an aging analysis of the recorded investment in loans.

   
30-59 Days
Past Due
    
60-89 Days
Past Due
    
90 Days Plus
Past Due
    
Total
Past Due
    
Current
    
Total
Financing
Receivables
    
Recorded
 Investment
> 90 Days
and
Accruing
  
March 31, 2016
                                          
                                           
Construction and development
  
$
-
    
$
-
    
$
-
    
$
-
    
$
9,613,485
    
$
9,613,485
    
$
-
  
1-4 family residential
    
292,683
      
17,975
      
319,279
      
629,937
      
43,080,941
      
43,710,878
      
9,470
  
Nonfarm, nonresidential
    
646,577
      
46,848
      
157,905
      
851,330
      
87,771,738
      
88,623,068
      
-
  
Commercial and industrial
    
697,381
      
125,861
      
9,496
      
832,738
      
54,542,556
      
55,375,294
      
-
  
Consumer
    
130,913
      
29,943
      
17,638
      
178,494
      
4,330,006
      
4,508,500
      
16,516
  
Other loans
    
-
      
-
      
5,543
      
5,543
      
8,837,572
      
8,843,115
      
-
  
Total
  
$
1,767,554
    
$
220,627
    
$
509,861
    
$
2,498,042
    
$
208,176,298
    
$
210,674,340
    
$
25,986
  
Percentage of total loans
    
0.84
%
    
0.10
%
    
0.24
%
    
1.19
%
    
98.81
%
    
100.00
%
        
                                                         
Non-accruals included above
                                                        
Construction and development
  
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
          
1-4 family residential
    
-
      
-
      
309,808
      
309,808
      
460,471
      
770,279
          
Nonfarm, nonresidential
    
-
      
-
      
157,905
      
157,905
      
153,456
      
311,361
          
Commercial and industrial
    
-
      
-
      
9,496
      
9,496
      
-
      
9,496
          
Consumer
    
-
      
-
      
1,122
      
1,122
      
-
      
1,122
          
Other loans
    
-
      
-
      
5,543
      
5,543
      
-
      
5,543
          
   
$
-
    
$
-
    
$
483,874
    
$
483,874
    
$
613,927
    
$
1,097,801
          
                                                         
December 31, 2015
                                                        
Construction and development
  
$
-
    
$
-
    
$
-
    
$
-
    
$
9,669,380
    
$
9,669,380
    
$
-
  
1-4 family residential
    
412,158
      
395,682
      
277,572
      
1,085,412
      
42,745,277
      
43,830,689
      
-
  
Nonfarm, nonresidential
    
487,300
      
120,590
      
320,924
      
928,814
      
81,666,822
      
82,595,636
      
3,502
  
Commercial and industrial
    
72,259
      
748,958
      
193,165
      
1,014,382
      
50,916,488
      
51,930,870
      
7,866
  
Consumer
    
62,137
      
72,140
      
27,242
      
161,519
      
4,370,660
      
4,532,179
      
26,120
  
Other loans
    
-
      
11,085
      
-
      
11,085
      
8,797,544
      
8,808,629
      
-
  
Total
  
$
1,033,854
    
$
1,348,455
    
$
818,903
    
$
3,201,212
    
$
198,166,171
    
$
201,367,383
    
$
37,488
  
Percentage of total loans
    
0.51
%
    
0.67
%
    
0.41
%
    
1.59
%
    
98.41
%
    
100.00
%
        
                                                         
Non-accruals included above
                                                        
Construction and development
  
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
          
1-4 family residential
    
-
      
-
      
277,572
      
277,572
      
248,468
      
526,040
          
Nonfarm, nonresidential
    
62,070
      
49,503
      
317,421
      
428,994
      
51,445
      
480,439
          
Commercial and industrial
    
-
      
-
      
185,300
      
185,300
      
-
      
185,300
          
Consumer
    
-
      
-
      
1,122
      
1,122
      
-
      
1,122
          
Other loans
    
-
      
-
      
-
      
-
      
-
      
-
          
   
$
62,070
    
$
49,503
    
$
781,415
    
$
892,988
    
$
299,913
    
$
1,192,901
          

Credit Quality Indicators:

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. Loans classified as substandard or special mention are reviewed quarterly by the Company for further impairment or improvement to determine if appropriately classified. All other loans greater than $500,000, commercial lines greater than $250,000 and personal lines of credit greater than $100,000, and unsecured loans greater than $100,000 are specifically reviewed at least annually to determine the appropriate loan grading. In addition, during the renewal process of any loan, as well as when a loan becomes past due, the Company will evaluate the loan grade.
 
16
SURREY BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. ALLOWANCE FOR LOAN LOSSES, CONTINUED

Loans excluded from the scope of the annual review process above are generally classified as pass credits until: (a) they become past due; (b) management becomes aware of deterioration in the credit worthiness of the borrower; or (c) the customer contacts the Company for a modification. In these circumstances, the loan is specifically evaluated for potential classification as to special mention, substandard or even charged off. The Company uses the following definitions for risk ratings:

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans by credit quality indicator are provided in the following table.

   
Total
    
Pass Credits
    
Special
Mention
    
Substandard
    
Doubtful
  
                               
March 31, 2016
                              
                               
Construction and development
  
$
9,613,485
    
$
9,613,485
    
$
-
    
$
-
    
$
-
  
1-4 family residential
    
43,710,878
      
42,820,067
      
676,885
      
213,926
      
-
  
Nonfarm, nonresidential
    
88,623,068
      
87,019,567
      
1,603,501
      
-
      
-
  
Commercial and industrial
    
55,375,294
      
53,364,059
      
2,008,539
      
2,696
      
-
  
Consumer
    
4,508,500
      
4,497,867
      
10,633
      
-
      
-
  
Other loans
    
8,843,115
      
8,837,572
      
-
      
5,543
      
-
  
   
$
210,674,340
    
$
206,152,617
    
$
4,299,558
    
$
222,165
    
$
-
  
                                         
Percentage of total loans
    
100.0
%
    
97.9
%
    
2.0
%
    
0.1
%
    
-
%
                                         
Guaranteed portion of loans
                                        
                                         
Construction and development
  
$
88,347
    
$
88,347
    
$
-
    
$
-
    
$
-
  
1-4 family residential
    
587,785
      
418,597
      
2,909
      
166,279
      
-
  
Nonfarm, nonresidential
    
35,945,363
      
35,834,268
      
111,095
      
-
      
-
  
Commercial and industrial
    
11,539,637
      
11,076,885
      
461,403
      
1,349
      
-
  
Consumer
    
-
      
-
      
-
      
-
      
-
  
Other loans
    
701,837
      
699,066
      
-
      
2,771
      
-
  
   
$
48,862,969
    
$
48,117,163
    
$
575,407
    
$
170,399
    
$
-
  

   
Total
    
Pass Credits
    
Special
Mention
    
Substandard
    
Doubtful
  
                               
December 31, 2015
                              
                               
Construction and development
  
$
9,669,380
    
$
9,669,380
    
$
-
    
$
-
    
$
-
  
1-4 family residential
    
43,830,689
      
43,240,136
      
590,553
      
-
      
-
  
Nonfarm, nonresidential
    
82,595,636
      
81,511,272
      
1,084,364
      
-
      
-
  
Commercial and industrial
    
51,930,870
      
50,362,579
      
1,568,291
      
-
      
-
  
Consumer
    
4,532,179
      
4,525,777
      
6,402
      
-
      
-
  
Other loans
    
8,808,629
      
8,797,544
      
11,085
      
-
      
-
  
   
$
201,367,383
    
$
198,106,688
    
$
3,260,695
    
$
-
    
$
-
  
                                         
     
100.0
%
    
98.4
%
    
1.6
%
    
-
%
    
-
%
 
17
SURREY BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. ALLOWANCE FOR LOAN LOSSES, CONTINUED

   
Total
    
Pass Credits
    
Special
Mention
    
Substandard
    
Doubtful
  
                               
Guaranteed portion of loans
                              
                               
Construction and development
  
$
88,754
    
$
88,754
    
$
-
    
$
-
    
$
-
  
1-4 family residential
    
642,150
      
433,306
      
208,844
      
-
      
-
  
Nonfarm, nonresidential
    
36,610,890
      
36,250,939
      
359,951
      
-
      
-
  
Commercial and industrial
    
11,674,243
      
11,555,133
      
119,110
      
-
      
-
  
Consumer
    
-
      
-
      
-
      
-
      
-
  
Other loans
    
713,210
      
707,667
      
5,543
      
-
      
-
  
   
$
49,729,247
    
$
49,035,799
    
$
693,448
    
$
-
    
$
-
  

NOTE 7. TROUBLED DEBT RESTRUCTURINGS

For the three months ended March 31, 2016 and 2015, no loans were that were considered to be troubled debt restructurings.

During the three months ended March 31, 2016 and 2015, no loans that had previously been restructured were in default.

In the determination of the allowance for loan losses, management considers troubled debt restructurings and subsequent defaults in these restructurings by adjusting the loan grades of such loans, which figure into the environmental factors associated with the allowance. Defaults resulting in charge-offs affect the historical loss experience ratios which are a component of the allowance calculation. Additionally, specific reserves may be established on restructured loans evaluated individually.
 
18
SURREY BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8. FAIR VALUE

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available for sale, trading securities and derivatives, if present, 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 held for sale, loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

Fair Value Hierarchy

Under the Fair Value Measurements and Disclosures Topic of the FASB ASC, 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 include 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. Once a loan is identified as individually impaired, management measures impairment in accordance with the Receivables Topic of the FASB ASC. 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 March 31, 2016, substantially all of the total impaired loans were evaluated based on the fair value of the collateral and discounted cash flows. In accordance with the Fair Value and Measurement Topic of the FASB ASC, 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 or a current appraised value, the Company records the impaired loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the impaired loan as nonrecurring Level 3.
 
19
SURREY BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8. FAIR VALUE, CONTINUED

Servicing Assets

A valuation of loan servicing rights is performed on an individual basis due to the small number of loans serviced. Loans are evaluated on a discounted earnings basis to determine the present value of future earnings. The present value of the future earnings is the estimated market value for the loan, calculated using consensus assumptions that a first party purchaser would utilize in evaluating a potential acquisition of the servicing. As such, the Company classifies loan servicing rights as Level 3.

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 or a current appraised value, the Company records the foreclosed asset as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the foreclosed asset as nonrecurring Level 3.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis.

(in thousands)
  
March 31, 2016
  
Total
    
Level 1
    
Level 2
    
Level 3
  
Government-sponsored enterprises
  
$
4,998
    
$
-
    
$
4,998
    
$
-
  
Mortgage-backed securities
    
19
      
-
      
19
      
-
  
Corporate bonds
    
300
      
-
      
-
      
300
  
Equities and mutual funds
    
-
      
-
      
-
      
-
  
Total assets at fair value
  
$
5,317
    
$
-
    
$
5,017
    
$
300
  

(in thousands)
  
December 31, 2015
  
Total
    
Level 1
    
Level 2
    
Level 3
  
Government-sponsored enterprises
  
$
4,491
    
$
-
    
$
4,491
    
$
-
  
Mortgage-backed securities
    
21
      
-
      
21
      
-
  
Corporate bonds
    
300
      
-
      
-
      
300
  
Equities and mutual funds
    
529
      
529
      
-
      
-
  
Total assets at fair value
  
$
5,341
    
$
529
    
$
4,512
    
$
300
  

For the three months ended March 31, 2016 and 2015, the changes in Level 3 assets and liabilities measured at fair value on a recurring basis were as follows:

   
Level 3
  
   
2016
    
2015
  
(in thousands)
  
Fair Value
    
Fair Value
  
Corporate Bonds – Available for Sale
            
Balance, January 1
  
$
300
    
$
255
  
Total unrealized gain (loss) included in income
    
-
      
-
  
Total unrealized gain (loss) included in other comprehensive income
    
-
      
15
  
Bonds called
    
-
      
-
  
Balance, March 31
  
$
300
    
$
270
  
 
20
SURREY BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8. FAIR VALUE, CONTINUED

There was no change in the fair value for the three months period ended March 31, 2016. The change in the fair value of corporate bond assets for the three month period ended March 31, 2015 was $15,000.

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The Company may be required, from time to time, to measure certain assets or 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. Assets and liabilities measured at fair value on a nonrecurring basis are included in the table below.

(in thousands)
  
March 31, 2016
  
Total
    
Level 1
    
Level 2
    
Level 3
  
                         
Foreclosed assets
    
366
      
-
      
-
      
366
  
Servicing assets
    
338
      
-
      
-
      
338
  
Total assets at fair value
  
$
704
    
$
-
    
$
-
    
$
704
  

(in thousands)
  
December 31, 2015
  
Total
    
Level 1
    
Level 2
    
Level 3
  
                         
Impaired loans:
                        
Commercial and industrial
  
$
548
    
$
-
    
$
-
    
$
548
  
Foreclosed assets
    
384
      
-
      
-
      
384
  
Servicing assets
    
340
      
-
      
-
      
340
  
Total assets at fair value
  
$
1,272
    
$
-
    
$
-
    
$
1,272
  

Financial Instruments

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

Cash and due from banks:  The carrying amounts reported in the balance sheet for cash and due from banks approximate their fair values.

Interest-bearing deposits with banks:  Fair values for time deposits are estimated using a discounted cash flow analysis that applies interest rates currently being offered on certificates to a schedule of aggregated contractual maturities on such time deposits.

Federal funds sold:  Due to the short-term nature of these assets, the carrying value approximates fair value.

Securities:  Fair values for securities, excluding restricted equity securities, are based on quoted market prices, where 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.  The carrying values of restricted equity securities approximate fair values.
 
21
 SURREY BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8. FAIR VALUE, CONTINUED

Loans receivable:  For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying amounts.  The fair values for other loans are estimated using discounted cash flow analysis, based on interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.  Loan fair value estimates include judgments regarding future expected loss experience and risk characteristics.  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.

Bank owned life insurance:  The carrying amount reported in the balance sheet approximates the fair value as it represents the cash surrender value of the life insurance.

Deposit liabilities:  The fair values disclosed for demand and savings deposits are, by definition, equal to the amount payable on demand at the reporting date.  The fair values for certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated contractual maturities on such time deposits.

Federal funds purchased, securities sold under agreements to repurchase and short-term debt:  The carrying amounts of federal funds purchased, securities sold under agreements to repurchase and short-term debt approximate their fair values.

Long-term debt:  The fair value of long-term debt is estimated using a discounted cash flow calculation that applies interest rates currently available on similar instruments.

Other liabilities:  For fixed-rate loan commitments, fair value considers the difference between current levels of interest rates and the committed rates.  The carrying amounts of other liabilities approximate fair value.

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, 2016 and December 31, 2015.  This table excludes financial instruments for which the carrying amount approximates fair value.

               
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, 2016
                              
Financial Instruments – Assets
                              
Loans, net
  
$
207,097
    
$
213,634
    
$
-
    
$
-
    
$
213,634
  
                                         
Financial Instruments-Liabilities
                                        
Deposits
    
216,281
      
206,675
      
-
      
71,803
      
134,872
  
Long-Term Debt
    
1,750
      
1,734
      
-
      
-
      
1,734
  
                                         
December 31, 2015
                                        
Financial Instruments – Assets
                                        
Loans, net
  
$
197,905
    
$
203,047
      
-
      
-
    
$
203,047
  
                                         
Financial Instruments-Liabilities
                                        
Deposits
    
212,688
      
205,778
      
-
      
74,693
      
131,085
  
Long-Term Debt
    
2,750
      
2,865
      
-
      
-
      
2,865
  
 
22
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

This discussion, analysis and related financial information are presented to explain the significant factors which affected Surrey Bancorp's financial condition and results of operations for the three months ended March 31, 2016 and 2015. This discussion should be read in conjunction with the financial statements and related notes contained within this report.

Surrey Bancorp (“Company”) is a North Carolina corporation, located in Mount Airy, North Carolina. The Company was incorporated on February 6, 2003, and began business on May 1, 2003.

Surrey Bank & Trust ("Bank") is a North Carolina state chartered bank, located in Mount Airy, North Carolina. The Bank was chartered on July 15, 1996, and began operations on July 22, 1996. The Bank has two operating subsidiaries: Surrey Investment Services, Inc. and Freedom Finance, LLC.

Effective March 5, 1998, the Bank became a member of the Federal Home Loan Bank.

Highlights

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, 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 and changes in laws and regulations applicable to the Company.  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.

Net income available for common stockholders for the three months ended March 31, 2016, was $731,727 or $0.19 per diluted share outstanding, compared to a $683,207 or $0.17 per diluted share outstanding, for the same period in 2015. Earnings for the three months ended March 31, 2016, are approximately 7.1% higher than for the same period in 2015. The increase in earnings results from an increase in net interest income.  Net interest income increased from $2,422,776 in the first quarter of 2015 to $2,695,401 in 2016. This increase is due to loan growth. Average loans outstanding increased 7.9% from the first quarter of 2015 to 2016, or approximately $15,037,000. The net interest margin increased from 4.17% to 4.50% from 2015 to 2016 due to a combination of higher assets yields and lower deposit costs. Asset yields increased from 4.69% in 2015 to 4.90% in 2016 primarily from a change in asset mix and a slight uptick in interest rates. Higher yielding loans made up 87.6% of average interest earning assets in the first quarter of 2016 as opposed to 81.3% in the first quarter of 2015. The cost of funds decreased from 0.57% in the first quarter of 2015 to 0.44% in the first quarter of 2016 as non-interest bearing deposits made up a higher percentage of average deposits.  The provision for loan losses increased from a recapture of $113,794 in the first quarter of 2015 to a provision of $75,814 in 2016, an $189,608 increase. The provision increase is due to an increase in gross loans since the beginning of the year compared to the same period in 2015. Gross loans increased approximately $9,307,000 from December 31, 2015 to March 31, 2016 compared to a reduction of $596,000 during the first quarter of 2015. The percentage of loans carrying government guarantees decreased from $49,729,247, or 24.7% of gross loans at the end of 2015 to $48,862,969, or 23.2% of gross loans at March 31, 2016. The increased credit exposure also contributed to the increased provision for loan losses.

Noninterest income decreased from $625,234 in the first quarter of 2015 to $538,557 in 2016. The decrease primarily results from a decrease in brokerage commissions from the Bank’s brokerage and investment subsidiary, Surrey Investment Services, Inc., decreased service charges on deposit accounts and a loss on the sale of investment securities. Brokerage commissions decreased from $79,041 in the first quarter of 2015 to $14,681 in 2016. Service charges in deposit accounts decreased from $191,344 in 2015 to $160,977 due to regulatory changes involving insufficient funds charges. Noninterest expenses decreased 3.8% from $2,032,668 in the first quarter of 2015, to $1,955,589 in 2016. This decrease was primarily due to the reimbursement of legal expenses associated with the collection of government guaranteed loans. Professional fees decreased from $141,999 in the first quarter of 2015 to $17,703 in 2016 due to the recovery of these previously paid fees.
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED

On March 31, 2016, Surrey Bancorp's assets totaled $260,545,029 compared to $257,776,555 on December 31, 2015. Net loans were $207,097,033 compared to $197,904,895 on December 31, 2015. This net increase was the result of a $9,306,957 increase in loans, a $58,589 increase net deferred cost and a $173,408 net increase in the loan loss reserve. Commercial and nonfarm nonresidential loans account for the increase, with nonfarm, nonresidential loans representing most of the growth. Nonfarm, nonresidential loans increased $6,027,432 or 7.3% in the first quarter of 2016 and commercial loans increased $3,444,424 or 6.6%. Overall gross loans increased 4.6%

Total deposits on March 31, 2016, were $216,280,991 compared to $212,687,961 at the end of 2015. This increase is attributable to an increase in noninterest-bearing demand deposits accounts, which increased from $54,619,375 at December 31, 2015 to $59,875,326 at March 31, 2016. Overall, noninterest-bearing and interest-bearing demand deposits increased 1.1% from 2015 totals, while savings deposits, including money market accounts, increased 7.2%. Certificates of deposit decreased 1.2% from December 31, 2015 totals.

Common stockholders’ equity increased by $758,343, or 1.96%, during the three months ended March 31, 2016. The increase is comprised of net income of $776,954 and adjustments to other comprehensive income of $26,616. Decreases included the declaration and accrual of preferred dividends of $45,227. The net increase resulted in a common stock book value of $10.02 per share, up from $9.80 on December 31, 2015.

The book value per common share is calculated by taking total stockholders’ equity, subtracting all preferred equity, and then dividing by the total number of common shares outstanding at the end of the reporting period.

Preferred stockholders’ equity remained the same during the period ended March 31, 2016.

Financial Condition, Liquidity and Capital Resources

Investments

The Bank maintains a portfolio of securities as part of its asset/liability and liquidity management programs which emphasize effective yields and maturities to match its needs. The composition of the investment portfolio is examined periodically and appropriate realignments are initiated to meet liquidity and interest rate sensitivity needs for the Bank. The Company also invests funds in a brokerage account made up of selected equities and mutual funds. The investments were made to increase income in the holding company and improve yields.

Available for sale securities are reported at fair value and consist of bonds, notes, debentures and equity securities and mutual funds 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 stockholders' equity. 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 or to call dates.

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.

Investments in available for sale securities of $5,316,724 consisted of Government-sponsored enterprise obligations with maturities ranging from 11 to 40 months, corporate bonds with maturities of 2.50 years, that reprice quarterly, GNMA adjustable rate mortgage securities, which adjust annually.

Loans

Net loans outstanding on March 31, 2016, were $207,097,033 compared to $197,904,895 on December 31, 2015. The Bank maintains a loan portfolio dominated by real estate and commercial loans diversified among various industries. Approximately 58.9% of the Bank's loans as of March 31, 2016, are fixed rate loans with 41.1% floating with the Bank's prime rate or other appropriate internal or external indices.
 
24
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED

Deposits

Deposits on March 31, 2016, were $216,280,991, compared to $212,687,961 on December 31, 2015. The March total consists of a base of approximately 12,863 accounts compared to 12,768 accounts at December 31, 2015. Interest-bearing accounts represent 72.3% of March 31, 2016 period end deposits versus 74.3% at December 31, 2015.

Stockholders' Equity

Surrey Bancorp and Surrey Bank & Trust are subject to various regulatory capital requirements administered by federal banking agencies. The Company and the Bank maintain strong capital positions which exceed all capital adequacy re-quirements of federal regulatory authorities. Common Equity Tier I Capital “CET1” is a new regulatory ratio resulting from BASEL III. CET1 primarily consist of the Company’s and the Bank’s common shares, common share surplus, retained earnings and accumulated other comprehensive income. A Capital Conservation Buffer of .625% will increase the minimum CET1 and Total Capital ratios each year through 2019. The Company’s and the Bank’s capital ratios are presented in the following table.

   
Ratio
    
Minimum
Required
For Capital
Adequacy
Purposes
  
March 31, 2016:
            
Total Capital
            
(to Risk-Weighted Assets)
            
Surrey Bancorp (Consolidated)
    
19.40
%
    
8.625
%
Surrey Bank & Trust
    
19.03
%
    
8.625
%
Common Equity Tier I Capital
                
(to Risk-Weighted Assets)
                
Surrey Bancorp (Consolidated)
    
16.28
%
    
5.125
%
Surrey Bank & Trust
    
17.76
%
    
5.125
%
Tier I Capital
                
(to Risk-Weighted Assets)
                
Surrey Bancorp (Consolidated)
    
18.14
%
    
6.0
%
Surrey Bank & Trust
    
17.76
%
    
6.0
%
Tier I Capital
                
(to Average Assets)
                
Surrey Bancorp (Consolidated)
    
14.82
%
    
4.0
%
Surrey Bank & Trust
    
14.54
%
    
4.0
%
                 
December 31, 2015:
                
Total Capital
                
(to Risk-Weighted Assets)
                
Surrey Bancorp (Consolidated)
    
20.88
%
    
8.0
%
Surrey Bank & Trust
    
20.52
%
    
8.0
%
Common Equity Tier I Capital
                
(to Risk-Weighted Assets)
                
Surrey Bancorp (Consolidated)
    
17.56
%
    
4.5
%
Surrey Bank & Trust
    
19.25
%
    
4.5
%
Tier I Capital
                
(to Risk-Weighted Assets)
                
Surrey Bancorp (Consolidated)
    
19.61
%
    
6.0
%
Surrey Bank & Trust
    
19.25
%
    
6.0
%
Tier I Capital
                
(to Average Assets)
                
Surrey Bancorp (Consolidated)
    
13.74
%
    
4.0
%
Surrey Bank & Trust
    
13.48
%
    
4.0
%
 
25
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED

Asset Quality

The Company actively monitors delinquencies, nonperforming assets and potential problem loans. Unsecured loans past due more than 90 days are placed into nonaccrual status. Secured loans reach nonaccrual status when they surpass 120 days past due. When facts and circumstances indicate the borrower has regained the ability to meet the required payments, the loan is returned to accrual status.
 
Management reviews all criticized loans on a periodic basis for possible charge offs. Any unsecured loans that are 90 plus days past due must be charged off in full.  If secured, a reserve equal to the potential loss will be established. Any charge off must be reported to the Board of Directors within 30 days. On a monthly basis, a management report of recovery actions is provided to the Board of Directors.
 
Nonperforming assets are detailed below.

   
March 31,
2016
    
December 31,
2015
  
             
Nonaccrual loans
  
$
1,097,801
    
$
1,192,901
  
Loans past due 90 days and still accruing
    
25,986
      
37,488
  
Foreclosed assets
    
365,609
      
384,452
  
Total
  
$
1,489,396
    
$
1,614,841
  
Total assets
  
$
260,545,029
    
$
257,776,555
  
                 
Ratio of nonperforming assets to total assets
    
0.57
%
    
0.63
%

At March 31, 2016, the Bank had loans totaling $1,097,801 in nonaccrual status. Nonaccrual loans totaling $613,927 were current at the end of March. The guaranteed portion of nonaccrual loans at March 31, 2016 is $225,555. Foreclosed assets at March 31, 2016 primarily consist of 1-4 family and nonfarm, nonresidential properties. Loans that were considered impaired but were still accruing interest at March 31, 2016, including troubled debt restructurings, totaled $477,761. A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due under the contractual terms of the loan agreement. There were no specific reserves on impaired loans at March 31, 2016.

Nonaccrual and impaired loans still accruing are summarized below:

   
March 31,
2016
    
December 31,
2015
  
             
Construction and development
  
$
10,380
    
$
11,061
  
1-4 family residential
    
1,484,716
      
1,149,257
  
Nonfarm, nonresidential
    
2,209,087
      
2,640,143
  
Commercial and industrial
    
2,113,933
      
2,268,676
  
Consumer
    
9,135
      
1,122
  
Other loans
    
5,542
      
11,085
  
Total impaired and nonaccrual
  
$
5,832,793
    
$
6,081,344
  
Guaranteed portion
  
$
1,159,557
    
$
1,575,318
  

At March 31, 2016, consumer loans totaling $477,761 are included above that were not individually evaluated for impairment in the determination of the allowance for loan loss reserve (See Note 6). These loans are primarily home equity loans collateralized by 1-4 family properties which are considered consumer loans. Nonaccrual loans included in this pool amounted to $224,532 at March 31, 2016.
 
26
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED

The loan portfolio is dominated by real estate and commercial loans. The general composition of the loan portfolio is as follows:

   
March 31, 2016
    
December 31, 2015
  
Construction and development
  
$
9,613,485
      
4.56
%
  
$
9,669,380
      
4.80
%
1-4 family residential
    
43,710,878
      
20.75
%
    
43,830,689
      
21.77
%
Multi-family
    
1,126,153
      
0.53
%
    
1,155,535
      
0.57
%
Farmland
    
6,243,947
      
2.97
%
    
6,043,944
      
3.00
%
Nonfarm, nonresidential
    
88,623,068
      
42.07
%
    
82,595,636
      
41.02
%
Total real estate
    
149,317,531
      
70.88
%
    
143,295,184
      
71.16
%
                                 
Agricultural
    
1,473,015
      
0.70
%
    
1,609,150
      
0.80
%
Commercial and industrial
    
55,375,294
      
26.28
%
    
51,930,870
      
25.79
%
Consumer
    
4,508,500
      
2.14
%
    
4,532,179
      
2.25
%
Total loans
  
$
210,674,340
      
100.00
%
  
$
201,367,383
      
100.00
%

The concentrations represented above do not, based on managements’ assessment, expose the Bank to any unusual concentration risk. Based on the Bank’s asset size, the concentrations that are above area peer group analysis are nonfarm nonresidential and commercial and industrial loans. Management recognizes the inherent risk associated with commercial real estate and commercial lending, including a borrower's actual results of operations not corresponding to those projected by the borrower when the loan was funded; economic factors such as the number of housing starts and increases in interest rates, etc.; depression of collateral values; and completion of projects within the original cost and time estimates. The Bank mitigates some of that risk by actively seeking government guarantees on these loans. Collectively, the Bank has approximately $61,293,478 in loans that carry government guarantees. The guaranteed portion of these loans amounts to $48,862,969 at March 31, 2016. Loan guarantees by loan class are below:

   
March 31,
    
Guaranteed Portion
  
   
2016
    
Amount
    
Percentage
  
Construction and development
  
$
9,613,485
    
$
88,347
      
0.92
%
1-4 family residential
    
43,710,878
      
587,785
      
1.34
%
Multi-family
    
1,126,153
      
2,771
      
0.25
%
Farmland
    
6,243,947
      
699,066
      
11.20
%
Nonfarm, nonresidential
    
88,623,068
      
35,945,363
      
40.56
%
Total real estate
    
149,317,531
      
37,323,332
      
25.00
%
                         
Agricultural
    
1,473,015
      
-
      
-
%
Commercial and industrial
    
55,375,294
      
11,539,637
      
20.84
%
Consumer
    
4,508,500
      
-
      
-
%
Total loans
  
$
210,674,340
    
$
48,862,969
      
23.19
%

Loans in higher risk categories, such as non-owner occupied nonfarm, non-residential property and commercial real estate construction represent a smaller segment of our loan portfolio. Commercial construction loans included in construction and development loans amounted to $7,824,090, or 3.71% of total loans at March 31, 2016. Non-owner occupied nonfarm, non-residential properties included in nonfarm, non-residential loans above amounted to $21,990,397, or 10.44% of total loans at March 31, 2016.

The reserve for loan losses on March 31, 2016, was $3,800,316 or 1.80% of period end loans. This percentage is derived from total loans. Approximately $61,293,478 of total loans outstanding at March 31, 2016, are government guaranteed loans which carry guarantees ranging from 49% to 100% of the outstanding loan balance. When the guaranteed portion of the loans, for which the Bank has no credit exposure, is removed from the equation the loan loss reserve is approximately 2.35% of outstanding loans.  At December 31, 2015 the loan loss reserve percentage was 1.80% of total loans and 2.40% of loans net of government guarantees.
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED

The level of reserve is established based upon management's evaluation of historical loss data and the effects of certain environmental factors on the loan portfolio. The historical loss portion of the reserve is computed using the average loss data from the past applied to its corresponding category of loans. However, historical losses only reflect a small portion of the Bank’s loan loss reserve. The environmental factors represent risk from external economic influences on the credit quality of the loan portfolio. These factors include the movement of interest rates, unemployment rates, past due and charge off trends, loan grading migrations, movement in collateral values and the Bank’s exposure to certain loan concentrations. Positive or negative movements in any of these factors have an effect on the credit quality of the loan portfolio. As a result, management continues to actively monitor the Bank's asset quality affected by these environmental factors.  The following table is a summary of loans past due at March 31, 2016 and December 31, 2015.

   
March 31, 2016
    
December 31, 2015
  
   
30-89 Days
    
90 Days Plus
    
30-89 Days
    
90 Days Plus
  
                         
Construction and development
  
$
-
    
$
-
    
$
-
    
$
-
  
1-4 family residential
    
310,658
      
319,279
      
807,840
      
277,572
  
Nonfarm, non-residential
    
693,425
      
157,605
      
607,890
      
320,924
  
Commercial and industrial
    
823,241
      
9,496
      
821,217
      
193,165
  
Consumer
    
160,856
      
17,638
      
134,277
      
27,242
  
Other loans
    
-
      
5,543
      
11,085
      
-
  
   
$
1,988,180
    
$
509,861
    
$
2,382,309
    
$
818,903
  
Non-accrual loans included above
  
$
-
    
$
483,874
    
$
111,573
    
$
781,415
  
Guaranteed portion
  
$
153,132
    
$
7,520
    
$
348,362
    
$
362,297
  
                                 
Ratio to total loans
    
0.94
%
    
0.24
%
    
1.18
%
    
0.41
%
Ratio to total loans, net of guarantees
    
1.14
%
    
0.31
%
    
1.34
%
    
0.30
%

Past due loans are reviewed weekly and collection efforts assessed to determine potential problems arising in the loan portfolio. Proactive monitoring of past due accounts allows management to anticipate trends within the portfolio and make appropriate adjustments to collection efforts and to the allowance for loan losses. Collectively, past dues decreased from December 31, 2015 to March 31, 2016. The largest decrease is in 1-4 family residential loans which collectively decreased $455,475.

Net of loan guarantees, total past dues have decreased from $2,490,553 at December 31, 2015, to $2,337,389 at March 31, 2016, or 6.2%. Total past due loans at March 31, 2016 consist of fifty-three loans with an average balance of $47,133, compared to sixty-nine loans at December 31, 2015, with an average balance of $46,394. Loans over $250,000 delinquent at March 31, 2016 and December 31, 2015 amounted to $1,046,011 and $945,434, respectively. The March 2015 and December 2015 totals consist of two loans, respectively, one of which are the same. The guaranteed portion December 31, 2015 was $202,020. None of the loans at March 31, 2016 carried government guarantees.

Management believes that its loan portfolio is sufficiently diversified such that a downturn in a particular market or industry will not have a significant impact on the loan portfolio or the Bank's financial condition. Management believes that its provision and reserve offer an adequate allowance for loan losses and provide an appropriate reserve for the loan portfolio. The Bank lends primarily in Surry County, North Carolina and Patrick Country, Virginia and surrounding counties.
 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED

Interest Rate Sensitivity and Liquidity

One of the principal duties of the Bank's Asset/Liability Committee is management of interest rate risk. The Bank utilizes quarterly asset/liability reports prepared by a regional correspondent bank to project the impact on net interest income that might occur with hypothetical interest rate changes. The committee monitors and manages asset and liability strategies and pricing.

Another function of the Asset/Liability Committee is maintaining adequate liquidity and planning for future liquidity needs. Having adequate liquidity means the ability to meet current funding needs, including deposit withdrawals and commitments, in an orderly manner without sacrificing earnings. The Bank funds its investing activities, including making loans and purchasing investments, by attracting deposits and utilizing short-term borrowings when necessary.

At March 31, 2016, the liquidity position of the Company was excellent, in management’s opinion, with short-term liquid assets of $37,041,115 compared to $45,354,230 at December 31, 2015. To provide supplemental liquidity, the Bank has seven unsecured lines of credit with correspondent banks totaling $35,500,000. At March 31, 2016, there were no advances against these lines. Additionally, the Bank has a secured borrowing arrangement with the Federal Home Loan Bank (FHLB). The maximum credit available under this agreement approximates $9,924,000 of which $1,750,000 had been advanced at March 31, 2016.
 
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable as a “Smaller Reporting Company”.
 
ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by the report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15e. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective. There have not been any changes in the Company’s internal control over financial reporting that occurred during the Company’s last quarter that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.
 
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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

Not Applicable as a “Smaller Reporting Company”

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

None

Item 3. Defaults Upon Senior Securities

Not Applicable

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None

Item 6. Exhibits

31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act
31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act
32.1 Certification of PEO/PFO Pursuant to Section 906 of the Sarbanes Oxley Act
101 Interactive Data File
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized officers.
 
 
Surrey Bancorp
   
Date: May, 12, 2016
/s/ Edward C. Ashby, III
   
 
Edward C. Ashby, III
 
President and Chief Executive Officer
 
(Principal Executive Officer)
   
Date: May 12, 2016
/s/ Mark H. Towe
   
 
Mark H. Towe
 
Sr. Vice President and Chief Financial Officer
 
(Principal Financial Officer)
 
 
33