8-K

Skyline Bankshares, Inc. (SLBK)

8-K 2022-02-16 For: 2022-02-15
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2022

PARKWAY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Virginia<br><br> <br>(State or other jurisdiction<br><br> <br>of incorporation) 333-209052<br><br> <br>(Commission File Number) 47-5486027<br><br> <br>(I.R.S. Employer<br><br> <br>Identification No.)
101 Jacksonville Circle<br><br> <br>Floyd , Virginia<br><br> <br>(Address of principal executive offices) 24091<br><br> <br>(Zip Code)

Registrant’s telephone number, including area code: (540) 745-4191

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br><br> <br>Symbol(s) Name of each exchange<br><br> <br>on which registered
None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  ☐

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


Item 2.02         Results of Operations and Financial Condition.

On February 16, 2022, Parkway Acquisition Corp. (the “Company”) issued a press release reporting its financial results for the period ended December 31, 2021. A copy of the press release is being furnished as Exhibit 99.1 to this report and is incorporated by reference into this Item 2.02.

Item 8.01         Other Events.

On February 16, 2022, the Company issued a press release announcing a cash dividend of $0.15 per share. A copy of the press release is attached as Exhibit 99.2 to this report and is incorporated by reference into this Item 8.01.

Item 9.01          Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 Press Release dated February 16, 2022 announcing financial results for the period ending December 31, 2021
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99.2 Press Release dated February 16, 2022 announcing cash dividend of $0.15 per share
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104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES

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

PARKWAY ACQUISITION CORP.
(Registrant)
Date: February 16, 2022 By: /s/ Blake M. Edwards
Blake M. Edwards
President and Chief Executive Officer

ex_337072.htm

Exhibit 99.1

Parkway Acquisition Corp. Announces Fourth Quarter 2021 Results

FOR IMMEDIATE RELEASE

For more information contact:

Blake Edwards, President & CEO – 276-773-2811

Lori Vaught, EVP & CFO – 276-773-2811

FLOYD, VA, and INDEPENDENCE, VA, February 16, 2022 /PRNewswire/ -- Parkway Acquisition Corp. (“Parkway” or the “Company”) (OTC QX: PKKW) – the holding company for Skyline National Bank (“Skyline” or the “Bank”) – announced fourth quarter 2021 earnings.

Parkway recorded net income of $2.6 million, or $0.45 per share, for the quarter ended December 31, 2021 compared to net income of $1.7 million, or $0.28 per share, for the same period in 2020. For the year ended December 31, 2021, net income was $9.5 million, or $1.59 per share, compared to net income of $5.9 million, or $0.97 per share, for the year ended December 31, 2020.

President and CEO Blake Edwards stated, “We are pleased with our results for the fourth quarter and for the year 2021. Fourth quarter earnings, on an annualized basis, represented a return on averages assets of 1.06% and a return on average equity of 12.11%. Our strong financial performance in 2021 can be attributed in part to our team’s efforts in the SBA-PPP loan program and solid growth in the bank’s core loan portfolio as well. From its commencement in 2020 through 2021 we originated over $125 million in SBA-PPP loans providing critical funding to businesses throughout our market area and in 2021 we grew our core loans (excluding SBA-PPP balances) at an annualized rate of over 7%. This resulted in a record level of earnings despite the fact that our net interest margin continued to decline due to historically low interest rates and increasingly competitive loan pricing. As we look to 2022, we expect continued pressure on our net interest margin as the SBA-PPP program winds down and the Federal Reserve maintains its accommodative monetary policy. Increases in the federal funds rate however, could have a positive impact on margins as the year progresses.”

“Deposit growth was strong as well with an increase of $142.7 million, or 18.89% over the past year. Customer balances have increased due to SBA-PPP proceeds and other government stimulus programs; however, a good portion of our growth came as a result of our expansion strategy in North Carolina. We opened four new branches in North Carolina between December 2019 and July 2020, and during 2021, we grew deposits in these markets by $33.9 million, or 188.85%. Our deposit growth has exceeded our projections in all of our new locations, despite the challenges of opening branches in the midst of a pandemic, as the Skyline brand continues to be very well received throughout our market area.”

Edwards concluded, “In 2021 Skyline achieved record earnings, supported substantial balance sheet growth, maintained strong asset quality and executed on plans to repurchase a significant amount of our company’s stock. None of this would have been achieved without the tremendous work of all of our employees, day in and day out, in the most challenging of times. I believe we are well positioned for continued growth and success in the future and know that our employees will continue to deliver on our brand promise of being “Always our Best” for our customers each and every day.”

Highlights

Net income was $2.6 million, or $0.45 per share, for the fourth quarter of 2021, compared to $1.7 million, or $0.28 per share, for the fourth quarter of 2020.
Net interest margin (“NIM”) was 3.93% for the fourth quarter of 2021, compared to 3.60% in the third quarter of 2021, and 3.95% in the fourth quarter of 2020.
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Total assets increased $140.4 million, or 16.42%, to $995.8 million at December 31, 2021 from $855.4 million a year earlier.
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Net loans increased $18.7 million, or 2.83%, to $677.9 million at December 31, 2021, from $659.2 million a year earlier.
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Total deposits increased $142.7 million, or 18.89%, to $898.2 million at December 31, 2021 from $755.5 million a year earlier.
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Annualized return on average assets increased to 1.06% for the quarter ended December 31, 2021, from 0.79% for the quarter ended December 31, 2020. Annualized return on average equity increased to 12.11% for the quarter ended December 31, 2021, from 7.92% for the quarter ended December 31, 2020.
The Company repurchased 383,584 shares of its common stock through a board of directors approved purchase that was outside of the previously announced share repurchase program during the fourth quarter of 2021.
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Coronavirus (COVID-19) Response

The Bank began receiving requests for loan deferments on March 23, 2020, and as of December 31, 2021, no loans remained in deferment status.
The Bank participated in the Small Business Administration Paycheck Protection Program (“SBA-PPP”) during 2020 and 2021. Gross SBA-PPP loans totaling $26.3 million with net deferred fees of $1.8 million remain on the balance sheet as of December 31, 2021. Contractual interest earned on SBA-PPP loans totaled $82 thousand in the fourth quarter of 2021, while net fees recognized totaled $1.3 million in the fourth quarter of 2021.
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Fourth Quarter and Year Ended December 31, 2021 Income Statement Review

Net interest income after provision for loan losses in the fourth quarter of 2021 was $8.9 million compared to $7.5 million in the fourth quarter of 2020, reflecting a provision for loan losses of $147 thousand in the 2021 period and $162 thousand in the 2020 period. Total interest income was $9.5 million in the fourth quarter of 2021 compared to $8.5 million for the same period last year. Interest income on loans increased in the quarterly comparison primarily due to organic loan growth and SBA-PPP related interest and fees, as well as a one-time recovery on nonaccrual interest. Interest income on securities increased by $289 thousand in the quarterly comparison, as a result of the $96.2 million increase in the securities portfolio from December 31, 2020 to December 31, 2021.

The Company successfully reduced interest expense on deposits by $353 thousand, or 42.07%, in the quarterly comparison, reflecting rate reductions in deposit offerings. Lower-cost core deposits (demand deposits, savings, and money market accounts) grew by $26.4 million, or 3.87%, during the fourth quarter of 2021, and grew by $146.8 million, or 26.16%, in the yearly comparison. The growth in core deposits during the fourth quarter of 2021 is a result of organic growth in our current markets, with $3.5 million of the growth attributed to our four newest branches opened in North Carolina.

For the year ended December 31, 2021, net interest income after provision for loan losses was $31.6 million compared to $27.1 million for the year ended December 31, 2020. Interest income increased by $3.1 million, primarily due to an increase in loan interest income of $2.3 million and a $795 thousand increase in interest from the securities portfolio in the year over year comparison. Interest expense on deposits decreased by $1.0 million in the year over year comparison. As previously discussed, this is a reflection of the reduced rates for interest bearing demand deposits, time deposits, and savings products.

Total noninterest income was $1.7 million in the fourth quarter of 2021 compared to $1.3 million in the fourth quarter of 2020. The increase was primarily a result of an increase in service charges and fees of $202 thousand, an increase in mortgage origination fees of $46 thousand, and an increase in other income of $210 thousand. For the year ended December 31, 2021, noninterest income increased by $1.3 million compared to the same period last year. The increase was mainly due to an increase in mortgage origination income of $341 thousand and an increase in service charges and fees of $591 thousand. During the year ended December 31, 2021, there were realized gains on securities of $265 thousand, compared to realized gains on securities of $315 thousand for the year ended December 31, 2020, representing a decrease of $50 thousand. During the year ended December 31, 2021, the Company recognized a one-time lease termination fee of $200 thousand.

Total noninterest expenses were $7.3 million for the quarter ended December 31, 2021 compared to $6.7 million for the quarter ended December 31, 2020. Salary and benefit costs decreased by $84 thousand, while occupancy and equipment expenses increased by $92 thousand. Data processing expenses increased by $160 thousand due to increased usage as well as additional processing costs associated with SBA-PPP loan forgiveness. FDIC assessments increased by $103 thousand to adjust for deposit growth, and professional fees increased by $97 thousand primarily due to timing of invoices. For the year ended December 31, 2021, total noninterest expenses increased by $1.2 million compared to the same period in 2020, primarily due to employee and branch costs associated with branch expansion. Salary and benefit cost increased by $77 thousand, occupancy and equipment expenses increased by $378 thousand, and data processing expenses increased by $261 thousand from the year ended December 31, 2020 to 2021. There was a decrease in core deposit intangible amortization of $116 thousand in the year-over-year comparison. FDIC assessments increased by $197 thousand in the year over year comparison as deposits continued to grow in 2021. Professional fees increased by $177 thousand primarily due to increased fees paid for accounting and consulting services. Other expenses increased by $157 thousand in the year over year comparison, which includes a $44 thousand prepayment fee incurred on the paydown of $5.0 million in FHLB advances in the fourth quarter of 2021.


Income tax expense increased by $259 thousand in the quarter-to-quarter comparison, and increased by $978 thousand in the year-over-year comparisons. The increase was primarily due to an increase in net income before taxes of $1.2 million in the quarterly comparison, and a $4.6 million increase in the year-over-year comparison.

Balance Sheet Review

Total assets increased in the fourth quarter of 2021 by $15.6 million, or 15.99%, to $995.8 million at December 31, 2021 from $980.2 million at September 30, 2021, and increased by $140.4 million, or 16.42%, from $855.4 million at December 31, 2020. The increase in total assets during the quarter can be primarily attributed to the $19.9 million increase in deposits. Total loans decreased during the fourth quarter by $2.6 million, or 3.77%, to $683.5 million at December 31, 2021 from $686.1 million at September 30, 2021, and increased by $19.4 million, or 2.93%, compared to $664.1 million at December 31, 2020. SBA-PPP loans decreased by $13.3 million during the fourth quarter 2021; however, this decrease was partially offset by higher yielding organic loan growth of $11.8 million during the quarter. Gross loans at December 31, 2021 included $26.3 million in SBA-PPP loans with net deferred fees of $1.8 million.

Asset quality has remained strong, with a ratio of nonperforming loans to total loans of 0.19% at December 31, 2021 compared to 0.72% at December 31, 2020. The allowance for loan losses at December 31, 2021 was approximately 0.83% of total loans, compared to 0.74% at December 31, 2020. The allowance ratio excluding $24.5 million of SBA-PPP loans would have been 0.86% at December 31, 2021. Management’s estimate of probable credit losses inherent in the acquired Cardinal Bankshares Corporation and Great State Bank loan portfolios was reflected as a purchase discount which will continue to be accreted into income over the remaining life of the acquired loans. As of December 31, 2021, the remaining unaccreted discount on the acquired loan portfolios totaled $1.0 million.

Investment securities increased by $22.3 million during the fourth quarter to $129.7 million at December 31, 2021 from $107.4 million at September 30, 2021, and increased by $96.2 million from $33.5 million at December 31, 2020. The increase in the fourth quarter of 2021 was the result of $26.0 million in purchases, offset by paydowns of $2.3 million.

Total deposits increased in the third quarter of 2021 by $19.9 million, or 2.27%, to $898.2 million at December 31, 2021 from $878.3 million at September 30, 2021, and increased $142.7 million, or 18.89%, compared to $755.5 million at December 31, 2020. The increases in deposit balances came as a result of the Bank’s participation in the SBA-PPP program, government stimulus programs, branch expansion into new markets, and growth in our existing locations. Total increases for the fourth quarter of 2021 included a $7.0 million increase in noninterest bearing deposits, while interest bearing deposits increased by $12.9 million over the same time period. The increase in interest bearing deposits was due to a $3.6 million increase in interest-bearing demand deposits, a $7.5 million increase in money markets, an $8.2 million increase in savings accounts, offset by a $6.4 million decrease in time deposits.

Stockholders’ equity decreased by $3.2 million, or 3.60%, to $85.2 million at December 31, 2021 from $88.4 million three months earlier, and increased $88 thousand, or 0.10%, from $85.1 million at December 31, 2020. The change during the quarter was due to earnings of $2.6 million, offset by a $595 thousand change in other comprehensive losses during the quarter, and the previously discussed board approved stock repurchase of $5.4 million. Book value increased from $14.08 per share at December 31, 2020, and $14.78 per share at September 30, 2021, to $15.20 per share at December 31, 2021.


Forward-looking statements

This release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934 as amended. These include statements as to expectations regarding future financial performance and any other statements regarding future results or expectations. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by the use of words such as "believe," "expect," "intend," "anticipate," "estimate," or "project" or similar expressions. Our ability to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the combined company and its subsidiaries include, but are not limited to: changes in interest rates, general economic conditions; the effects of the COVID-19 pandemic, including the Company’s credit quality and business operations, as well as its impact on general economic and financial market conditions; the effect of changes in banking, tax and other laws and regulations and interpretations or guidance thereunder; monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board; the quality and composition of the loan and securities portfolios; demand for loan products; deposit flows; competition; demand for financial services in the combined company’s market area; the implementation of new technologies; the ability to develop and maintain secure and reliable electronic systems; accounting principles, policies, and guidelines; and other factors identified in Item 1A, “Risk Factors,” in the Company’s Annual Report on 10-K for the year ended December 31, 2020. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or clarify these forward‐looking statements, whether as a result of new information, future events or otherwise.

(See Attached Financial Statements for quarter ending December 31, 2021)


Parkway Acquisition Corp.

Condensed Consolidated Balance Sheets

December 31, 2021; September 30, 2021; December 31, 2020

December 31, September 30, December 31,
(dollars in thousands except share amounts) 2021 2021 2020
(Unaudited) (Unaudited) (Audited)
Assets ****** ****** ****** ****** ****** ****** ****** ****** ******
Cash and due from banks $ 14,349 $ 15,835 $ 10,009
Interest-bearing deposits with banks 5,986 4,757 84,863
Federal funds sold 95,311 99,891 817
Investment securities available for sale 129,715 107,422 33,507
Restricted equity securities 1,971 2,209 2,416
Loans 683,532 686,117 664,095
Allowance for loan losses (5,677 ) (5,550 ) (4,900 )
Net loans 677,855 680,567 659,195
Cash value of life insurance 18,750 18,628 18,304
Properties and equipment, net 30,856 30,268 26,591
Accrued interest receivable 2,363 2,414 2,355
Core deposit intangible 1,764 1,898 2,359
Goodwill 3,257 3,257 3,257
Deferred tax assets, net 1,122 1,509 1,019
Other assets 12,549 11,519 10,695
Total assets $ 995,848 $ 980,174 $ 855,387
Liabilities ****** ****** ****** ****** ****** ****** ****** ****** ******
Deposits
Noninterest-bearing $ 298,107 $ 291,058 $ 231,852
Interest-bearing 600,119 587,194 523,676
Total deposits 898,226 878,252 755,528
Borrowings 8,200 10,000 10,000
Accrued interest payable 73 122 124
Other liabilities 4,155 3,420 4,629
Total liabilities 910,654 891,794 770,281
StockholdersEquity ****** ****** ****** ****** ****** ****** ****** ****** ******
Common stock and surplus 33,588 38,812 39,740
Retained earnings 53,745 51,112 45,887
Accumulated other comprehensive loss (2,139 ) (1,544 ) (521 )
Total stockholders’ equity 85,194 88,380 85,106
Total liabilities and stockholders’ equity $ 995,848 $ 980,174 $ 855,387
Book value per share $ 15.20 $ 14.78 $ 14.08
Tangible book value per share $ 14.30 $ 13.91 $ 13.15
Asset Quality Indicators ****** ****** ****** ****** ****** ****** ****** ****** ******
Nonperforming assets to total assets 0.13 % 0.21 % 0.56 %
Nonperforming loans to total loans 0.19 % 0.30 % 0.72 %
Allowance for loan losses to total loans 0.83 % 0.81 % 0.74 %
Allowance for loan losses to nonperforming loans 430.08 % 269.55 % 102.02 %

Parkway Acquisition Corp.

Condensed Consolidated Statement of Operations

Three Months Ended Year Ended
December 31, September 30, December 31, December 31,
(dollars in thousands except share amounts) 2021 2021 2020 2021 2020
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Interest income ****** ****** ****** ****** ****** ****** ****** ****** ****** ****** ******
Loans and fees on loans $ 8,997 $ 8,259 $ 8,280 $ 33,089 $ 30,770
Interest-bearing deposits in banks 3 19 38 88 214
Federal funds sold 33 11 - 44 3
Interest on securities 439 370 150 1,425 630
Dividends 44 8 47 110 127
9,516 8,667 8,515 34,756 31,744
Interest expense ****** ****** ****** ****** ****** ****** ****** ****** ****** ****** ******
Deposits 486 556 839 2,343 3,347
Interest on borrowings 24 21 22 86 93
510 577 861 2,429 3,440
Net interest income 9,006 8,090 7,654 32,327 28,304
Provision for loan losses 147 219 162 723 1,189
Net interest income after provision for loan losses 8,859 7,871 7,492 31,604 27,115
Noninterest income ****** ****** ****** ****** ****** ****** ****** ****** ****** ****** ******
Service charges on deposit accounts 470 444 397 1,541 1,441
Other service charges and fees 672 668 543 2,606 2,115
Net realized gains on securities - 265 - 265 315
Mortgage origination fees 200 275 154 1,061 720
Increase in cash value of life insurance 122 108 125 446 449
Other income 262 53 52 649 257
1,726 1,813 1,271 6,568 5,297
Noninterest expenses ****** ****** ****** ****** ****** ****** ****** ****** ****** ****** ******
Salaries and employee benefits 3,868 3,645 3,952 14,680 14,603
Occupancy and equipment 922 907 830 3,618 3,240
Foreclosed asset expense, net (1 ) 1 - - 2
Data processing expense 592 468 432 2,026 1,765
FDIC Assessments 201 76 98 430 233
Advertising 229 172 201 702 683
Bank franchise tax 120 126 140 499 505
Director fees 163 58 151 368 361
Professional fees 184 107 87 639 462
Telephone expense 92 100 86 390 370
Core deposit intangible amortization 134 134 163 595 711
Other expense 778 489 531 2,320 2,163
7,282 6,283 6,671 26,267 25,098
Net income before income taxes 3,303 3,401 2,092 11,905 7,314
Income tax expense 670 701 411 2,423 1,445
Net income $ 2,633 $ 2,700 $ 1,681 $ 9,482 $ 5,869
Net income per share $ 0.45 $ 0.45 $ 0.28 $ 1.59 $ 0.97
Weighted average shares outstanding 5,831,096 6,003,504 6,054,579 5,978,706 6,075,819
Dividends declared per share $ 0.00 $ 0.14 $ 0.00 $ 0.27 $ 0.26

ex_337073.htm

Exhibit 99.2

Parkway Acquisition Corp. Announces Cash Dividend

FOR IMMEDIATE RELEASE

For more information contact:

Blake Edwards, President & CEO – 276-773-2811

Lori Vaught, EVP & CFO – 276-773-2811

FLOYD, VA, February 16, 2022 /PRNewswire/ -- Parkway Acquisition Corp. (“Parkway” or the “Company”) (OTC QX: PKKW) – the holding company for Skyline National Bank (“Skyline”), announces a cash dividend on the Company’s common stock of $0.15 per share, payable March 21, 2022 to shareholders of record on March 11, 2022. The Parkway Board of Directors declared the dividend on February 15, 2022.

Skyline is the wholly-owned subsidiary of Parkway and serves southwestern Virginia and northwestern North Carolina with 25 branches and 1 loan production office.