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Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 


 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended March 31, 2012

 

OR

 

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

 

For the transition period from           to         

 

Commission File No. 000-53869

 

FIRST NATIONAL COMMUNITY BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Pennsylvania

 

23-2900790

(State or Other Jurisdiction
of Incorporation or Organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

102 E. Drinker St., Dunmore, PA

 

18512

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (570) 346-7667

 

 

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES o  NO  x

 

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 (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES o  NO x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer o

 

Accelerated Filer o

 

 

 

Non-Accelerated Filer x

 

Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date:

 

Common Stock, $1.25 par value

 

16,442,119 shares

(Title of Class)

 

(Outstanding at August 20, 2012)

 

 

 



Table of Contents

 

Contents

 

PART I. Financial Information

3

Item 1. Financial Statements

3

Consolidated Statements of Financial Condition

3

Consolidated Statements of Operations

4

Consolidated Statements of Comprehensive Income

5

Consolidated Statements of Changes in Shareholders’ Equity

6

Consolidated Statements of Cash Flows

7

Notes to Consolidated Financial Statements

8

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

38

Item 3 — Quantitative and Qualitative Disclosures about Market Risk

58

Item 4 — Controls and Procedures

59

PART II  Other Information

59

Item 1 — Legal Proceedings

59

Item 1A — Risk Factors

60

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

60

Item 3 — Defaults upon Senior Securities

60

Item 4 — Mine Safety Disclosures

60

Item 5 — Other Information

60

Item 6 — Exhibits

60

 

2



Table of Contents

 

FIRST NATIONAL COMMUNITY BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(unaudited)

 

 

 

March 31

 

December 31

 

(in thousands, except share data)

 

2012

 

2011

 

Assets

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

Cash and due from banks

 

$

16,953

 

$

18,956

 

Interest-bearing deposits in other banks

 

58,771

 

149,690

 

Total cash and cash equivalents

 

75,724

 

168,646

 

Securities

 

 

 

 

 

Available-for-sale at fair value

 

195,888

 

185,475

 

Held-to-maturity at amortized cost (fair value $2,326 and $2,245)

 

2,119

 

2,094

 

Stock in Federal Home Loan Bank of Pittsburgh, at cost

 

7,979

 

8,399

 

Loans held for sale

 

1,735

 

94

 

Loans, net of allowance for loan and lease losses of $20,664 and $20,834

 

667,814

 

659,044

 

Bank premises and equipment, net

 

19,219

 

18,846

 

Accrued interest receivable

 

2,661

 

2,552

 

Refundable federal income taxes

 

11,612

 

11,612

 

Intangible assets

 

756

 

797

 

Bank-owned life insurance

 

26,953

 

26,769

 

Other real estate owned

 

6,126

 

6,958

 

Other assets

 

10,217

 

11,353

 

Total Assets

 

$

1,028,803

 

$

1,102,639

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Deposits

 

 

 

 

 

Demand

 

$

131,243

 

$

134,016

 

Interest-bearing demand

 

272,026

 

326,899

 

Savings

 

90,321

 

87,712

 

Time ($100,000 and over)

 

198,175

 

199,790

 

Other time

 

198,473

 

208,719

 

Total deposits

 

890,238

 

957,136

 

Borrowed funds

 

 

 

 

 

FHLB advances

 

44,586

 

48,261

 

Subordinated debentures

 

25,000

 

25,000

 

Junior subordinated debentures

 

10,310

 

10,310

 

Total borrowed funds

 

79,896

 

83,571

 

Accrued interest payable

 

4,892

 

4,301

 

Other liabilities

 

12,601

 

17,706

 

Total liabilities

 

987,627

 

1,062,714

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

Common Shares ($1.25 par)

 

 

 

 

 

Authorized: 50,000,000 shares as of March 31, 2012 and December 31, 2011 Issued and outstanding: 16,442,119 shares as of March 31, 2012 and December 31, 2011

 

20,552

 

20,552

 

Additional paid-in capital

 

61,557

 

61,557

 

Accumulated Deficit

 

(39,382

)

(38,217

)

Accumulated other comprehensive loss

 

 

 

 

 

Unrealized holding gain on available-for-sale securities, net of taxes

 

2,780

 

497

 

Unrealized non-credit holding loss on OTTI available-for-sale securities, net

 

(4,331

)

(4,464

)

Total accumulated other comprehensive loss, net of taxes

 

(1,551

)

(3,967

)

Total shareholders’ equity

 

41,176

 

39,925

 

Total Liabilities and Shareholders’ Equity

 

$

1,028,803

 

$

1,102,639

 

 

The accompanying notes to consolidated financial statements are an integral part of these statements.

 

3



Table of Contents

 

FIRST NATIONAL COMMUNITY BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

 

 

Three months ended March 31,

 

(in thousands, except share data)

 

2012

 

2011

 

Interest income

 

 

 

 

 

Interest and fees on loans

 

$

7,789

 

$

9,093

 

Interest and dividends on securities:

 

 

 

 

 

U.S. government agencies

 

755

 

922

 

State and political subdivisions, tax-free

 

956

 

1,410

 

State and political subdivisions, taxable

 

154

 

13

 

Other securities

 

34

 

44

 

Total interest and dividends on securities

 

1,899

 

2,389

 

Interest on interest-bearing deposits and federal funds sold

 

56

 

26

 

Total interest income

 

9,744

 

11,508

 

Interest expense

 

 

 

 

 

Deposits:

 

 

 

 

 

Interest-bearing demand

 

183

 

612

 

Savings

 

46

 

95

 

Time ($100,000 and over)

 

415

 

698

 

Other time

 

888

 

1,241

 

Total interest on deposits

 

1,532

 

2,646

 

Interest on borrowed funds

 

 

 

 

 

Interest on FHLB advances

 

414

 

869

 

Interest on subordinated debentures

 

569

 

562

 

Interest on junior subordinated debentures

 

58

 

51

 

Total interest on borrowed funds

 

1,041

 

1,482

 

Total interest expense

 

2,573

 

4,128

 

Net interest income before (credit) provision for loan and lease losses

 

7,171

 

7,380

 

(Credit) provision for loan and lease losses

 

(136

)

1,744

 

Net interest income after (credit) provision for loan and lease losses

 

7,307

 

5,636

 

Non-interest income

 

 

 

 

 

Deposit service charges

 

737

 

727

 

Net gain on the sale of securities

 

8

 

 

Gross other-than-temporary impairment (“OTTI”) gains

 

175

 

274

 

Portion of gain recognized in other comprehensive income (“OCI”) (before taxes)

 

(175

)

(274

)

Other-than-temporary-impairment losses recognized in earnings

 

 

 

Net gain on the sale of loans held for sale

 

243

 

175

 

Net gain on the sale of other real estate

 

9

 

2,544

 

Net gain on the sale of other assets

 

 

1

 

Loan related fees

 

124

 

178

 

Income on bank-owned life insurance

 

185

 

196

 

Other

 

144

 

161

 

Total non-interest income

 

1,450

 

3,982

 

Non-interest expense

 

 

 

 

 

Salaries and employee benefits

 

3,638

 

3,396

 

Occupancy expense

 

598

 

677

 

Equipment expense

 

420

 

385

 

Advertising expense

 

148

 

161

 

Data processing expense

 

474

 

501

 

FDIC assessment

 

600

 

789

 

Bank shares tax

 

276

 

276

 

Expense of other real estate

 

178

 

567

 

Provision for off-balance sheet commitments

 

(65

)

(234

)

Legal expense

 

921

 

298

 

Professional fees

 

1,531

 

2,239

 

Insurance expense

 

238

 

99

 

Other operating expenses

 

965

 

990

 

Total non-interest expense

 

9,922

 

10,144

 

Loss before income taxes

 

(1,165

)

(526

)

Provision (credit) for income taxes

 

 

 

Net loss

 

$

(1,165

)

$

(526

)

 

 

 

 

 

 

Loss Per Share

 

 

 

 

 

Basic

 

$

(0.07

)

$

(0.03

)

Diluted

 

$

(0.07

)

$

(0.03

)

 

 

 

 

 

 

Cash Dividends Declared Per Common Share

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 

 

 

 

 

Basic

 

16,442,119

 

16,434,763

 

Diluted

 

16,442,119

 

16,434,763

 

 

The accompanying notes to consolidated financial statements are an integral part of these statements.

 

4



Table of Contents

 

FIRST NATIONAL COMMUNITY BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

 

 

 

Three months ended

 

 

 

March 31,

 

(in thousands)

 

2012

 

2011

 

Net loss

 

$

(1,165

)

$

(526

)

Other comprehensive income:

 

 

 

 

 

Unrealized gains on securities available for sale

 

3,494

 

1,959

 

Taxes

 

(1,188

)

(668

)

Net of tax amount

 

2,306

 

1,291

 

 

 

 

 

 

 

Non-credit related losses on OTTI securities not expected to be sold

 

175

 

274

 

Taxes

 

(60

)

(93

)

Net of tax amount

 

115

 

181

 

 

 

 

 

 

 

Reclassification adjustment for gains included in net loss

 

(8

)

 

Taxes

 

3

 

 

Net of tax amount

 

(5

)

 

 

 

 

 

 

 

Total other comprehensive income

 

2,416

 

1,472

 

 

 

 

 

 

 

Total comprehensive income

 

$

1,251

 

$

946

 

 

The accompanying notes to consolidated financial statements are an integral part of these statements.

 

5



Table of Contents

 

FIRST NATIONAL COMMUNITY BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the Three Months Ended March 31, 2012 and 2011

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Number

 

 

 

Additional

 

 

 

Other

 

Total

 

 

 

of Common

 

Common

 

Paid-in

 

Accumulated

 

Comprehensive

 

Shareholders’

 

(in thousands, except per share data)

 

Shares

 

Stock

 

Capital

 

Deficit

 

Loss

 

Equity

 

BALANCES, DECEMBER 31, 2010

 

16,433,020

 

$

20,541

 

$

61,539

 

$

(37,882

)

$

(12,143

)

$

32,055

 

Net loss for the period

 

 

 

 

(526

)

 

(526

)

Other comprehensive income, net of tax of $761

 

 

 

 

 

1,472

 

1,472

 

Proceeds from issuance of common shares through dividend reinvestment plan

 

5,771

 

7

 

12

 

 

 

19

 

Balances, March 31, 2011

 

16,438,791

 

$

20,548

 

$

61,551

 

$

(38,408

)

$

(10,671

)

$

33,020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCES, DECEMBER 31, 2011

 

16,442,119

 

$

20,552

 

$

61,557

 

$

(38,217

)

$

(3,967

)

$

39,925

 

Net loss for the period

 

 

 

 

(1,165

)

 

(1,165

)

Other comprehensive income, net of tax of $1,245

 

 

 

 

 

2,416

 

2,416

 

Balances, March 31, 2012

 

16,442,119

 

$

20,552

 

$

61,557

 

$

(39,382

)

$

(1,551

)

$

41,176

 

 

The accompanying notes to consolidated financial statements are an integral part of these statements.

 

6



Table of Contents

 

FIRST NATIONAL COMMUNITY BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

 

Three months ended March 31,

 

(in thousands)

 

2012

 

2011

 

Cash Flows from Operating Activities:

 

 

 

 

 

Net Loss

 

$

(1,165

)

$

(526

)

Reconciliation of Net Loss to Net Cash (Used in) Provided by Operating Activities:

 

 

 

 

 

Investment securities accretion, net

 

(400

)

(330

)

Equity in trust

 

(1

)

(1

)

Depreciation and amortization

 

274

 

380

 

(Credit) provision loan and lease losses

 

(136

)

1,744

 

Provision for off balance sheet commitments

 

(65

)

(234

)

Gain on sale of investment securities

 

(8

)

 

Gain on the sale of loans held for sale

 

(243

)

(175

)

Gain on the sale of other real estate owned

 

(9

)

(2,544

)

(Recovery) write-down of other real estate owned

 

(26

)

158

 

Gain on sale of other assets

 

 

(1

)

Income from bank-owned life insurance

 

(185

)

(196

)

Proceeds from the sale of loans held for sale

 

8,739

 

11,900

 

Funds used to originate loans held for sale

 

(10,188

)

(9,415

)

(Decrease) increase in interest receivable

 

(109

)

31

 

Decrease in refundable federal income taxes

 

 

(2

)

(Increase) decrease in prepaid expenses and other assets

 

(240

)

2,461

 

Increase in interest payable

 

591

 

282

 

Increase in accrued expenses and other liabilities

 

80

 

98

 

Net Cash (Used in) Provided by Operating Activities

 

(3,091

)

3,630

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

Investment Securities :

 

 

 

 

 

Proceeds from maturities, calls and principal payments

 

8,361

 

6,614

 

Purchases

 

(19,850

)

 

Redemption of FHLB stock

 

420

 

515

 

Net increase in loans to customers

 

(8,583

)

(1,384

)

Proceeds from the sale of other real estate owned

 

1,106

 

5,513

 

Purchases of bank premises and equipment

 

(712

)

(173

)

Proceeds from the sale of bank premises and equipment

 

 

8

 

Net Cash (Used in) Provided by Investing Activities

 

(19,258

)

11,093

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

Net decrease in demand deposits, money market demand, interest-bearing demand accounts, and savings accounts

 

(55,037

)

(14,429

)

Net decrease in time deposits

 

(11,861

)

(7,058

)

Proceeds from FHLB advances

 

5,313

 

76,804

 

Repayment of FHLB advances

 

(8,988

)

(72,620

)

Repayment of other borrowed funds

 

 

(220

)

Proceeds from issuance of common shares - dividend reinvestment plan

 

 

19

 

Net Cash Used in Financing Activities

 

(70,573

)

(17,504

)

 

 

 

 

 

 

Decrease in Cash and Cash Equivalents

 

(92,922

)

(2,781

)

Cash & Cash Equivalents at Beginning of Period

 

168,646

 

74,505

 

Cash & Cash Equivalents at end of period

 

$

75,724

 

$

71,724

 

 

 

 

 

 

 

Supplemental Cash Flow Information

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest

 

$

1,982

 

$

2,364

 

Income taxes

 

$

25

 

$

25

 

Other transactions:

 

 

 

 

 

Principal balance of loans transferred to OREO

 

239

 

2,104

 

Transfer from loans held for sale to other assets

 

95

 

947

 

Transfer from loans to other assets

 

 

790

 

Settlement of security recorded on trade date

 

5,120

 

 

 

The accompanying notes to consolidated financial statements are an integral part of these statements.

 

7



Table of Contents

 

FIRST NATIONAL COMMUNITY BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Notes to Consolidated Financial Statements

 

Note 1.   Basis of Presentation

 

The consolidated financial statements are comprised of the accounts of First National Community Bancorp, Inc., and its wholly owned subsidiary, First National Community Bank (the “Bank”), as well as the Bank’s wholly owned subsidiaries (collectively, the “Company”).  All inter-company transactions and balances have been eliminated.  The accounting and reporting policies of the Company conform to U.S. Generally Accepted Accounting Principles (“GAAP”) and general practices within the financial services industry.  In the opinion of management, all adjustments necessary to a fair presentation of the results for the quarterly period ended March 31, 2012 have been included.

 

In preparing these consolidated financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and results of operations for the periods indicated.  Actual results could differ significantly from those estimates.  Material estimates that are particularly susceptible to change are the allowance for loan and lease losses (“ALLL”), security valuations, the evaluation of deferred income taxes and the impairment of securities and other real estate owned (“OREO”).  The current economic environment has increased the degree of uncertainty inherent in these material estimates.

 

These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s December 31, 2011 audited financial statements filed on Form 10-K.

 

Note 2.   New Authoritative Accounting Guidance

 

Accounting Standards Update (“ASU”) No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS”, an update to ASC Topic 820 - Fair Value Measurement, results in common fair value measurement and disclosure requirements in U.S. GAAP and IFRS.  The amendments in ASU No. 2011-04 include clarifications about the application of existing fair value measurement requirements and changes to principles for measuring fair value.  ASU No. 2011-04 also requires additional disclosures about fair value measurements.  ASU No. 2011-04 is required to be applied prospectively and is effective for interim and annual periods beginning after December 15, 2011.  The Company adopted this new guidance for the quarter ended March 31, 2012.  The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements; however, the adoption did have an impact on the Company’s fair value disclosures.  See Note 7 for the disclosures required by the adoption of this new guidance.

 

ASU No. 2011-05, “Presentation of Comprehensive Income, an update to ASC Topic 220 - Comprehensive Income,” was issued to improve the comparability, consistency and transparency of financial reporting.  The amendment provides the entity an option to present the total of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  The amendments do not change the items that must be reported in other comprehensive income.  ASU No. 2011-05 is required to be applied retrospectively and is effective for interim and annual periods beginning after December 15, 2011.  The Company adopted this new guidance for the quarter ended March 31, 2012.  Upon adoption of this new guidance the Company presents comprehensive income in a separate Statement of Comprehensive Income.

 

ASU No. 2011-12 “Comprehensive Income (Topic 220) - Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update 2011-05” was issued in December 2011.  This update defers only those changes in ASU No. 2011-05 that relate to the presentation of reclassification adjustments, the paragraphs in this update supersede certain pending paragraphs in ASU No. 2011-05.  All other requirements in ASU No. 2011-05 are not affected by this update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and were adopted for the quarter ended March 31, 2012.

 

Standards to be Adopted In Future Periods

 

ASU No. 2011-11, Balance Sheet (Topic 210) - “Disclosures about Offsetting Assets and Liabilities” was issued in December 2011.  The objective of this update is to provide enhanced disclosures that will enable users of its financial statements to evaluate the effect

 

8



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or potential effect of netting arrangements on an entity’s financial position.  This includes the effect or potential effect of rights of setoff associated with an entity’s recognized assets and recognized liabilities within the scope of this update.  The amendments require enhanced disclosures by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either ASC 210-20-45 or ASC 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45.  An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.  An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented.  The adoption of ASU 2011-11 is not expected to have a material impact on the Company’s consolidated financial statements.

 

Reclassification of Prior Year Financial Statements

 

Certain reclassifications have been made to the prior year’s consolidated financial statements to conform to the current year’s presentation. Such reclassifications had no impact on results of operations.

 

Note 3.  Regulatory Matters

 

The Bank is under a Consent Order (the “Order”) from the Office of the Comptroller of the Currency (“OCC”) dated September 1, 2010. The Company is also subject to a written Agreement (the “Agreement”) with the Federal Reserve Bank of Philadelphia (the “Reserve Bank”) dated November 24, 2010.

 

OCC Consent Order. The Bank, pursuant to a Stipulation and Consent to the Issuance of a Consent Order dated September 1, 2010 without admitting or denying any wrongdoing, consented and agreed to the issuance of the Order by the OCC, the Bank’s primary regulator. The Order requires the Bank to undertake certain actions within designated timeframes, and to operate in compliance with the provisions thereof during its term.  The Order is based on the results of an examination of the Bank as of March 31, 2009.  Since the examination, management has engaged in discussions with the OCC and has taken steps to improve the condition, policies and procedures of the Bank.  Compliance with the Order is to be monitored by a committee (the “Committee”) of at least three directors, none of whom is an employee or controlling shareholder of the Bank or its affiliates or a family member of any such person. The Committee is required to submit written progress reports on a monthly basis and the Agreement requires the Bank to make periodic reports and filings with the OCC. The members of the Committee are John P. Moses, Joseph Coccia, Joseph J. Gentile and Thomas J. Melone. The material provisions of the Order are as follows:

 

(i) By October 31, 2010, the Board of Directors of the Bank (the “Board”) is required to adopt and implement a three-year strategic plan which must be submitted to the OCC for review and prior determination of no supervisory objection; the strategic plan must establish objectives for the Bank’s overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development, and market segments that the Bank intends to promote or develop, and is to include strategies to achieve those objectives; if the strategic plan involves the sale or merger of the Bank, it must address the timeline and steps to be followed to provide for a definitive agreement within 90 days after the receipt of a determination of no supervisory objection;

 

(ii) by October 31, 2010, the Board is required to adopt and implement a three year capital plan, which must be submitted to the OCC for review and prior determination of no supervisory objection;

 

(iii) by November 30, 2010, the Bank is required to achieve and thereafter maintain a total risk-based capital equal to at least 13% of risk-weighted assets and a Tier 1 capital equal to at least 9% of adjusted total assets;

 

(iv) the Bank may not pay any dividend or capital distribution unless it is in compliance with the higher capital requirements required by the Order, the Capital Plan, applicable legal requirements and, then only after receiving a determination of no supervisory objection from the OCC;

 

(v) by November 15, 2010, the Committee must review the Board and the Board’s committee structure; by November 30, 2010, the Board must prepare or cause to be prepared an assessment of the capabilities of the Bank’s executive officers to perform their past and current duties, including those required to respond to the most recent examination report, and to perform annual performance appraisals of each officer;

 

(vi) by October 31, 2010, the Board must adopt, implement and thereafter ensure compliance with a comprehensive conflict of interest policy applicable to the Bank’s and the Company’s directors, executive officers, principal shareholders and their affiliates and such person’s immediate family members and their related interests, employees, and by November 30, 2010, conduct a review of existing

 

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relationships with such persons to identify those, if any, not in compliance with the policy; and review all subsequent proposed transactions with such persons or modifications of transactions;

 

(vii) by October 31, 2010, the Board must develop, implement and ensure adherence to policies and procedures for Bank Secrecy Act (“BSA”) compliance; and account opening and monitoring procedures compliance;

 

(viii) by October 31, 2010, the Board must ensure the BSA audit function is supported by an adequately staffed department or third party firm; adopt, implement and ensure compliance with an independent BSA audit; and assess the capabilities of the BSA officer and supporting staff to perform present and anticipated duties;

 

(ix) by October 31, 2010, the Board is required to adopt, implement and ensure adherence to a written credit policy, including specified features, to improve the Bank’s loan portfolio management;

 

(x) the Board is required to take certain actions to resolve certain credit and collateral exceptions;

 

(xi) by October 31, 2010, the Board is required to establish an effective, independent and ongoing loan review system to review, at least quarterly, the Bank’s loan and lease portfolios to assure the timely identification and categorization of problem credits; by October 31, 2010, to adopt and adhere to a program for the maintenance of an adequate ALLL, and to review the adequacy of the Bank’s ALLL at least quarterly;

 

(xii) by October 31, 2010, the Board must adopt and the Bank implement and adhere to a program to protect the Bank’s interest in criticized assets; and the Bank may only extend additional credit (including renewals) to a borrower whose loans are criticized under specified circumstances;

 

(xiii) by October 31, 2010, the Board must adopt and ensure adherence to action plans for each piece of other real estate owned;

 

(xiv) by November 30, 2010, the Board is required to develop, implement and ensure adherence to a policy for effective monitoring and management of concentrations of credit;

 

(xv) by October 31, 2010, the Board must revise and implement the Bank’s other than temporary impairment policy;

 

(xvi) by October 31, 2010, the Board must take action to maintain adequate sources of stable funding and liquidity and a contingency funding plan; by October 31, 2010, the Board is required to adopt, implement and ensure compliance with an independent, internal audit program; and

 

(xvii) take actions to correct cited violations of law; and adopt procedures to prevent future violations and address compliance management.

 

Federal Reserve Agreement. On November 24, 2010, the Company entered into the Agreement with the Reserve Bank. The Agreement requires the Company to undertake certain actions within designated timeframes, and to operate in compliance with the provisions thereof during its term. The material provisions of the Agreement include the following:

 

(i) the Company’s Board must take appropriate steps to fully utilize the Company’s financial and managerial resources to serve as a source of strength to the Bank, including taking steps to ensure that the Bank complies with its Consent Order entered into with the OCC;

 

(ii) the Company may not declare or pay any dividends without the prior written approval of the Reserve Bank and the Director of the Division of Banking Supervision and Regulation (the “Director”) of the Federal Reserve Board;

 

(iii) the Company may not take dividends or other payments representing a reduction of the Bank’s capital without the prior written approval of the Reserve Bank;

 

(iv) the Company and its nonbank subsidiary may not make any payment of interest, principal or other amounts on the Company’s subordinated debentures or trust preferred securities without the prior written approval of the Reserve Bank and the Director;

 

(v) the Company may not make any payment of interest, principal or other amounts on debt owed to insiders of the Company without the prior written approval of the Reserve Bank and Director;

 

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Table of Contents

 

(vi) the Company and its nonbank subsidiary may not incur, increase or guarantee any debt without the prior written approval of the Reserve Bank;

 

(vii) the Company may not purchase or redeem any shares of its stock without the prior written approval of the Reserve Bank;

 

(viii) the Company must submit to the Reserve Bank, by January 23, 2011, an acceptable written plan to maintain sufficient capital at the Company on a consolidated basis.  Thereafter, the Company must notify the Reserve Bank within 45 days of the end of any quarter in which the Company’s capital ratios fall below the approved capital plan’s minimum ratios, and submit an acceptable written plan to increase the Company’s capital ratios above the capital plan’s minimums;

 

(ix) the Company must immediately take all actions necessary to ensure that: (1) each regulatory report accurately reflects the Company’s condition on the date for which it is filed and all material transactions between the Company and its subsidiaries; (2) each such report is prepared in accordance with its instructions; and (3) all records indicating how the report was prepared are maintained for supervisory review;

 

(x) the Company must submit to the Reserve Bank, by January 23, 2011, acceptable written procedures to strengthen and maintain internal controls to ensure all required regulatory reports and notices filed with the Board of Governors are accurate and filed in accordance with the instructions for preparation;

 

(xi) the Company must submit to the Reserve Bank, by January 8, 2011, a cash flow projection for 2011, reflecting the Company’s planned sources and uses of cash, and submit a cash flow projection for each subsequent calendar year at least one month prior to the beginning of such year;

 

(xii) the Company must comply with: (1) the notice provisions of Section 32 of the FDI Act and Subpart H of Regulation Y in appointing any new director or senior executive officer or changing the duties of any senior executive officer; and (2) the restrictions on indemnification and severance payments of Section 18(k) of the FDI Act and Part 359 of the FDIC’s regulations; and

 

(xiii) the Board must submit written progress reports within 30 days of the end of each calendar quarter.

 

During the three months ended March 31, 2012, and the year ended December 31, 2011, the Company incurred approximately $131 thousand and $1.0 million, respectively, of expenses related to entering into and complying with these regulatory agreements, consisting primarily of professional and consulting fees.  In addition, the Order and the Agreement place restrictions on the Company’s ability to borrow funds and to pay interest and dividends to its security holders.  In the future, the Company expects to continue to experience increased costs related to compliance with these regulatory agreements, primarily as a result of increased head count and also expects to face certain restrictions on its operations for as long as it continues to operate under the Order and the Agreement.  The Company expects, however, that future compliance expenses will decrease from the 2011 level, because the majority of the expenses incurred to date are related to development and implementation of processes and policies that, once those policies and processes are finalized and implemented, are not expected to recur.

 

The Order and Agreement have not and are not expected to have an impact on the Company’s ability to attract and maintain deposits or the Company’s cost of funds.  In order to meet the increased capital requirements imposed under the Order and the Agreement, however, unless the Company is able to raise additional capital, the Company could be limited in the aggregate amount of loans it can have outstanding, which may constrain loan growth.  While it is not anticipated that the Order and the Agreement will have an immediate impact on the Company’s net interest margin, the overall cost of compliance with the Order and the Agreement will continue to impact profitability at least through the end of 2012.

 

Banking regulations also limit the amount of dividends that may be paid without prior approval of the Bank’s regulatory agency.  As of August 24, 2012, the Company and the Bank are restricted from paying any dividends without regulatory approval.

 

The Company is subject to various regulatory capital requirements administered by the federal banking agencies.  Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material adverse effect on the Company’s financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices must be met.  Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

 

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined).

 

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In accordance with the Order, the Bank is required to achieve and thereafter maintain a total risk-based capital equal to at least 13% of risk-weighted assets and a Tier 1 capital equal to at least 9% of adjusted total assets.  At March 31, 2012 and December 31, 2011, the Bank was not in compliance with these requirements.  The minimum capital requirements under the Order take precedence over the standard regulatory capital adequacy definitions described in the tables below. The Company’s and the Bank’s actual capital positions and ratios at March 31, 2012 and December 31, 2011 are presented in the following table:

 

CAPITAL ANALYSIS

 

 

 

March 31,

 

December 31,

 

(In thousands)

 

2012

 

2011

 

Company

 

 

 

 

 

Tier I Capital:

 

 

 

 

 

Total Tier I Capital

 

$

51,949

 

$

53,059

 

Tier II Capital:

 

 

 

 

 

Subordinated notes

 

25,000

 

25,000

 

Allowable portion of allowance for loan losses

 

9,878

 

9,823

 

Total Tier II Capital

 

34,878

 

34,823

 

Total Risk-Based Capital

 

$

86,827

 

$

87,882

 

Total Risk Weighted Assets

 

$

779,084

 

$

774,452

 

 

 

 

 

 

 

Bank

 

 

 

 

 

Tier I Capital:

 

 

 

 

 

Total Tier I Capital

 

$

80,491

 

$

80,976

 

Tier II Capital:

 

 

 

 

 

Allowable portion of allowance for loan losses

 

9,873

 

9,819

 

Total Tier II Capital

 

9,873

 

9,819

 

Total Risk-Based Capital

 

90,364

 

90,795

 

Total Risk Weighted Assets

 

$

778,724

 

$

774,097

 

 

 

 

 

 

 

 

 

 

 

 

To Be Well

 

 

 

 

 

 

 

 

 

 

 

Capitalized

 

 

 

 

 

 

 

 

 

 

 

Under Prompt

 

 

 

 

 

 

 

For Capital

 

Corrective

 

 

 

Actual

 

Adequacy Purposes

 

Action Provision

 

At March 31, 2012

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Total Capital
(to Risk Weighted Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$

86,827

 

11.14

%

$

>62,326

 

>8.00

%

N/A

 

N/A

 

Bank

 

$

90,364

 

11.60

%

$

>62,298

 

>8.00

%

$

>77,872

 

>10.00

%

Tier I Capital
(to Risk Weighted Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$

51,949

 

6.67

%

$

>31,163

 

>4.00

%

N/A

 

N/A

 

Bank

 

$

80,491

 

10.34

%

$

>31,149

 

>4.00

%

$

>46,723

 

>6.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier I Capital
(to Average Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$

51,949

 

4.86

%

$

>42,791

 

>4.00

%

N/A

 

N/A

 

Bank

 

$

80,491

 

7.53

%

$

>42,777

 

>4.00

%

$

>53,471

 

>5.00

%

 

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Table of Contents

 

 

 

 

 

 

 

 

 

 

 

Capitalized

 

 

 

 

 

 

 

 

 

 

 

Under Prompt

 

 

 

 

 

 

 

For Capital

 

Corrective

 

 

 

Actual

 

Adequacy Purposes

 

Action Provision

 

At December 31, 2011

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Total Capital
(to Risk Weighted Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$

87,882

 

11.35

%

$

>61,956

 

>8.00

%

N/A

 

N/A

 

Bank

 

$

90,795

 

11.73

%

$

>61,928

 

>8.00

%

$

>77,410

 

>10.00

%

Tier I Capital
(to Risk Weighted Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$

53,059

 

6.85

%

$

>30,978

 

>4.00

%

N/A

 

N/A

 

Bank

 

$

80,976

 

10.46

%

$

>30,964

 

>4.00

%

$

>46,446

 

>6.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier I Capital
(to Average Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$

53,059

 

4.72

%

$

>44,992

 

>4.00

%

N/A

 

N/A

 

Bank

 

$

80,976

 

7.20

%

$

>44,978

 

>4.00

%

$

>56,227

 

>5.00

%

 

Note 4.  LOANS

 

Loans receivable, net, consists of the following at March 31, 2012 and December 31, 2011:

 

 

 

March 31,

 

December

 

(In thousands)

 

2012

 

31, 2011

 

Residential real estate

 

$

78,690

 

$

80,056

 

Commercial real estate

 

255,317

 

256,508

 

Construction, land acquisition and development

 

38,174

 

33,450

 

Commercial and industrial loans

 

175,429

 

174,233

 

Consumer loans

 

113,952

 

111,778

 

State and political subdivisions

 

26,594

 

23,496

 

Total loans, gross

 

688,156

 

679,521

 

Unearned discount

 

(145

)

(159

)

Net deferred loan fees and costs

 

467

 

516

 

Allowance for loan and lease losses

 

(20,664

)

(20,834

)

Loans, net

 

$

667,814

 

$

659,044

 

 

The Company has granted loans, letters of credit and lines of credit to certain executive officers and directors of the Company as well as to certain related parties of executive officers and directors.  See Note 9 to these consolidated financial statements for more information about related party transactions.

 

The Company originates one-to-four family mortgage loans primarily for sale in the secondary market.  During the quarter ended March 31, 2012, the Company sold $8.5 million of one-to-four family mortgages.  The Company retains servicing rights on these mortgages.

 

The Company had $1.7 million and $94 thousand in loans held-for-sale at March 31, 2012 and December 31, 2011, respectively.  All loans held for sale are one-to-four family residential mortgage loans.

 

The Company does not have any lending programs commonly referred to as subprime lending.  Subprime lending generally targets borrowers with weakened credit histories typically characterized by payment delinquencies, previous charge-offs, judgments, bankruptcies, or borrowers with questionable repayment capacity as evidenced by low credit scores or high debt-burden ratios.

 

See Note 2 to the Company’s consolidated financial statements included in the 2011 Form 10-K for the risk characteristics related to the Company’s loan segments.

 

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The Company provides for loan losses based on the consistent application of its documented ALLL methodology.  Loan losses are charged to the ALLL and recoveries are credited to it.  Additions to the ALLL are provided by charges against income based on various factors which, in management’s judgment, deserve current recognition of estimated probable losses.  Loan losses are charged-off in the period the loans, or portions thereof, are deemed uncollectible.  Generally, the Company will record a loan charge-off (including a partial charge-off) to reduce a loan to the estimated recoverable amount based on its methodology detailed below.  The Company regularly reviews the loan portfolio and makes adjustments for loan losses in order to maintain the ALLL in accordance with U.S. GAAP.  The ALLL consists primarily of the following two components:

 

(1)          Specific allowances are established for impaired loans (defined by the Company as all loans with an outstanding balance greater than $100,000 rated doubtful or substandard and on non-accrual status and all TDRs).  The amount of impairment provided for as an allowance is represented by the deficiency, if any, between the carrying value of the loan and either (a) the present value of expected future cash flows discounted at the loan’s effective interest rate, (b) the loan’s observable market price, or (c) the fair value of the underlying collateral, less estimated costs to sell, for collateral dependent loans.  Impaired loans that have no impairment losses are not considered for general valuation allowances described below.  If the Company determines that collection of the impairment amount is remote, the Company will record a charge-off.

 

(2)          General allowances are established for loan losses on a portfolio basis for loans that do not meet the definition of impaired.  The Company divides its portfolio into loan segments, with loans exhibiting similar characteristics.  These segments are further disaggregated into classes.  Loans rated special mention or substandard and accruing which are embedded in these loan segments are then separated from them.  These separated loans are then subject to an analysis placing increased emphasis on the credit risk associated with these specific loans.  The Company applies an estimated loss rate to each loan group.  The loss rates applied are primarily based on the Company’s own historical loss experience based on the loss rate for each group of loans with similar risk characteristics in its portfolio.  In addition management evaluates and applies certain qualitative or environmental factors that are likely to cause estimated credit losses associated with the Company’s existing portfolio that may differ from historical experience, which are discussed below.   This evaluation is inherently subjective, as it requires material estimates that may be susceptible to significant revisions based upon changes in economic and real estate market conditions.  Actual loan losses may be significantly more than the ALLL that is established, which could have a material negative effect on the Company’s financial results.

 

In underwriting a loan secured by real property (unless exempt based on legal requirements), the Company requires an appraisal of the property by an independent licensed appraiser approved by the Company’s board of directors.  The appraisal is either reviewed internally or by an independent third party hired by the Company.  Generally, management obtains updated appraisals when a loan is deemed impaired.  These appraisals may be more limited than those prepared for the underwriting of a new loan.  In addition, when the Company acquires other real estate owned, it generally obtains a current appraisal to substantiate the net carrying value of the asset.

 

Management makes adjustments for loan losses based on its evaluation of several qualitative and environmental factors, including but not limited to:

 

·                  Changes in national, local, and business economic conditions and developments, including the condition of various market segments;

·                  Changes in the nature and volume of the Company’s loan portfolio;

·                  Changes in the Company’s lending policies and procedures, including underwriting standards, collection, charge-off and recovery practices and results;

·                  Changes in the experience, ability and depth of the Company’s lending management and staff;

·                  Changes in the quality of the Company’s loan review system and the degree of oversight by the Company’s Board of Directors;

·                  Changes in the trend of the volume and severity of past due and classified loans, including trends in the volume of non-accrual loans, troubled debt restructurings and other loan modifications;

·                  The existence and effect of any concentrations of credit and changes in the level of such concentrations;

·                  The effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the Company’s current loan portfolio; and

·                  Analysis of its customers’ credit quality.

 

Management evaluates the ALLL based on the combined total of the impaired and general components. Generally, when the loan portfolio increases, absent other factors, the Company’s ALLL methodology results in a higher dollar amount of estimated probable losses. Conversely, when the loan portfolio decreases, absent other factors, the Company’s ALLL methodology results in a lower dollar amount of estimated probable losses.

 

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Each quarter, management evaluates the ALLL and adjusts the ALLL as appropriate through a provision for loan losses. While the Company uses the best information available to make evaluations, future adjustments to the ALLL may be necessary if conditions differ substantially from the information used in making the evaluations. In addition, as an integral part of its examination process, the Office of the Comptroller of the Currency periodically reviews the Company’s ALLL. The OCC may require the Company to adjust the ALLL based on its analysis of information available to it at the time of its examination.

 

The following tables set forth activity in the ALLL, by loan type, for the three months ended March 31, 2012 and 2011.

 

 

 

Real Estate

 

Commercial & Industrial

 

Consumer

 

 

 

 

 

(in thousands)

 

Residential
Real Estate

 

Commercial
Real Estate

 

Construction,
Land
Acquisition and
Development

 

Solid Waste
Landfills

 

Other

 

Indirect Auto

 

Installment/
HELOC

 

State and
Political
Subdivisions

 

Total

 

Three Months Ended March 31, 2012:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance, January 1, 2012

 

$

1,823

 

$

11,151

 

$

2,590

 

$

16

 

$

3,276

 

$

802

 

$

724

 

$

452

 

$

20,834

 

Charge-offs

 

(312

)

(154

)

 

 

(49

)

(23

)

(56

)

 

(594

)

Recoveries

 

19

 

317

 

21

 

 

125

 

68

 

10

 

 

560

 

Provisions (credits)

 

269

 

(573

)

234

 

 

37

 

(114

)

46

 

(35

)

(136

)

Ending Balance, March 31, 2012

 

$

1,799

 

$

10,741

 

$

2,845

 

$

16

 

$

3,389

 

$

733

 

$

724

 

$

417

 

$

20,664

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2011:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance, January 1, 2011

 

$

2,176

 

$

9,640

 

$

4,170

 

$

11

 

$

4,839

 

$

597

 

$

576

 

$

566

 

$

22,575

 

Charge-offs

 

(136

)

(457

)

(6

)

 

(109

)

(128

)

(92

)

 

(928

)

Recoveries

 

7

 

13

 

706

 

 

74

 

38

 

1

 

 

839

 

Provisions

 

194

 

1,664

 

(247

)

5

 

(161

)

74

 

91

 

124

 

1,744

 

Ending Balance, March 31, 2011

 

$

2,241

 

$

10,860

 

$

4,623

 

$

16

 

$

4,643

 

$

581

 

$

576

 

$

690

 

$

24,230

 

 

The following tables represent the allocation of the allowance for loan losses and the related loan by loan portfolio segment disaggregated based on the impairment methodology at March 31, 2012 and December 31, 2011:

 

 

 

Real Estate

 

Commercial & Industrial

 

Consumer

 

 

 

 

 

(in thousands)

 

Residential
Real Estate

 

Commercial
Real Estate

 

Construction,
Land
Acquisition and
Development

 

Solid Waste
Landfills

 

Other

 

Indirect Auto

 

Installment/
HELOC

 

State and
Political
Subdivisions

 

Total

 

March 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

73

 

$

530

 

$

71

 

$

 

$

 

$

 

$

 

$

 

$

674

 

Collectively evaluated for impairment

 

1,726

 

10,211

 

2,774

 

16

 

3,389

 

733

 

724

 

417

 

19,990

 

Total

 

$

1,799

 

$

10,741

 

$

2,845

 

$

16

 

$

3,389

 

$

733

 

$

724

 

$

417

 

$

20,664

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

individually evaluated for impairment

 

$

3,091

 

$

12,853

 

$

2,967

 

$

 

$

3,676

 

$

 

$

31

 

$

 

$

22,618

 

collectively evaluated for impairment

 

75,599

 

242,464

 

35,207

 

42,270

 

129,483

 

66,939

 

46,982

 

26,594

 

665,538

 

Total

 

$

78,690

 

$

255,317

 

$

38,174

 

$

42,270

 

$

133,159

 

$

66,939

 

$

47,013

 

$

26,594

 

$

688,156

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

65

 

$

545

 

$

91

 

$

 

$

 

$

 

$

 

$

 

$

701

 

Collectively evaluated for impairment

 

1,758

 

10,606

 

2,499

 

16

 

3,276

 

802

 

724

 

452

 

20,133

 

Total

 

$

1,823

 

$

11,151

 

$

2,590

 

$

16

 

$

3,276

 

$

802

 

$

724

 

$

452

 

$

20,834

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

individually evaluated for impairment

 

$

3,615

 

$

13,012

 

$

2,979

 

$

 

$

4,066

 

$

 

$

31

 

$

 

$

23,703

 

collectively evaluated for impairment

 

76,441

 

243,496

 

30,471

 

42,270

 

127,897

 

63,722

 

48,025

 

23,496

 

655,818

 

Total

 

$

80,056

 

$

256,508

 

$

33,450

 

$

42,270

 

$

131,963

 

$

63,722

 

$

48,056

 

$

23,496

 

$

679,521

 

 

Credit Quality Indicators — Commercial Loans

 

The Company continuously monitors the credit quality of its commercial loan receivables.  Credit quality is monitored by reviewing certain credit quality indicators. Management has determined that internally assigned credit risk ratings by loan type are the key credit quality indicators that best help management monitor the credit quality of the Company’s loan receivables.

 

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Table of Contents

 

The Bank’s commercial loan classification and credit grading processes are part of the lending, underwriting, and credit administration functions to ensure an ongoing assessment of credit quality. Accurate and timely loan classification or credit grading is a critical component of loan portfolio management. Loan officers are required to review their loan portfolio risk ratings regularly for accuracy. The loan review function uses the same risk rating system in the loan review process. This allows an independent third party to assess the quality of the portfolio and compare the accuracy of ratings with the loan officer’s and management’s assessment.

 

A formal loan classification and credit grading system reflects the risk of default and credit losses. The Company maintains a written description of the risk ratings that includes a discussion of the factors used to assign appropriate classifications of credit grades to loans. The process identifies groups of loans that warrant the special attention of management. The risk grade groupings provide a mechanism to identify risk within the loan portfolio and provide management and the Board with periodic reports by risk category. The credit risk ratings play an important role in the establishment and evaluation of ALLL.  After determining the historical loss factor which is adjusted for qualitative and environmental factors for each portfolio segment, segment balances collectively evaluated for impairment are multiplied by the general reserve loss factor for the respective portfolio segments in order to determine the general reserve.  Loans that have an internal credit rating of special mention or substandard follow the same process however the qualitative and environmental factors are further adjusted for the increased risk.

 

The Company utilizes a loan rating system that assigns a degree of risk to commercial loans 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.  Management analyzes these non-homogeneous loans individually based on credit risk and probability of collection for each type of class.  Commercial loans include commercial indirect auto loans which are not individually risk rated.  These loans are monitored on a pool basis due to their homogeneous nature as described in “Credit Quality Indicators — Other Loans” below.  The grading system contains the following basic risk categories:

 

1. Minimal Risk

2. Above Average Credit Quality

3. Average Risk

4. Acceptable Risk

5. Pass - Watch

6. Special Mention

7. Substandard - Accruing

8. Substandard - Non-Accrual

9. Doubtful

10. Loss

 

This analysis is performed on a quarterly basis using the following definitions for risk ratings:

 

Pass — Loans rated 1 through 5 are considered pass ratings.  These loans show no current or potential problems and are considered fully collectible.  All such loans are considered collectively for ALLL calculation purposes.

 

Special Mention — Loans classified as special mention loans do not currently expose the Company to a sufficient degree of risk to warrant an adverse classification but do possess credit deficiencies or potential weaknesses deserving close attention.  Special Mention loans have a potential weakness or pose an unwarranted financial risk which, if not corrected, could weaken the loan and increase risk in the future.

 

Substandard - Loans classified as substandard have well defined weaknesses based on objective evidence, and are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

 

Doubtful - Loans classified as doubtful have all of the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses present make collection or liquidation in full highly questionable and improbable based on current circumstances.

 

Loss - Loans classified as loss are those considered uncollectible and of such little value that their continuance as assets is not warranted.

 

The following tables detail the recorded investment in loans receivable by the aforementioned class of loan and credit quality indicator at March 31, 2012 and December 31, 2011.

 

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Table of Contents

 

Commercial Credit Quality Indicators

March 31, 2012

 

 

 

Real Estate

 

Commercial & Industrial

 

 

 

 

 

 

 

(In thousands)

 

Residential Real
Estate

 

Commercial
Real Estate

 

Construction,
Land Acquisition
and
Development

 

Solid Waste
Landfills

 

Other

 

Installment /
HELOC

 

State and
Political
Subdivisions

 

Total

 

Internal Risk Rating

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

18,881

 

$

202,774

 

$

21,687

 

$

42,270

 

$

119,262

 

$

2,914

 

$

26,561

 

$

434,349

 

Special Mention

 

579

 

12,136

 

219

 

 

2,920

 

6

 

 

15,860

 

Substandard

 

2,484

 

40,407

 

14,142

 

 

5,109

 

145

 

33

 

62,320

 

Doubtful

 

 

 

 

 

 

 

 

 

 

Loss

 

 

 

 

 

 

 

 

 

Total Gross Loans Receivable

 

$

21,944

 

$

255,317

 

$

36,048

 

$

42,270

 

$

127,291

 

$

3,065

 

$

26,594

 

$

512,529

 

 

Commercial Credit Quality Indicators

December 31, 2011

 

 

 

Real Estate

 

Commercial & Industrial

 

 

 

 

 

 

 

(In thousands)

 

Residential Real
Estate

 

Commercial
Real Estate

 

Construction,
Land Acquisition
and
Development

 

Solid Waste
Landfills

 

Other

 

Installment /
HELOC

 

State and
Political
Subdivisions

 

Total

 

Internal Risk Rating

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

19,267

 

$

198,730

 

$

15,924

 

$

42,270

 

$

117,104

 

$

2,489

 

$

23,464

 

$

419,248

 

Special Mention

 

313

 

12,908

 

256

 

 

3,690

 

288

 

 

17,455

 

Substandard

 

3,906

 

44,870

 

14,090

 

 

5,532

 

144

 

32

 

68,574

 

Doubtful

 

 

 

 

 

 

 

 

 

 

Loss

 

 

 

 

 

 

 

 

 

 

Total Gross Loans Receivable

 

$

23,486

 

$

256,508

 

$

30,270

 

$

42,270

 

$

126,326

 

$

2,921

 

$

23,496

 

$

505,277

 

 

Credit Quality Indicators — Other Loans

 

Residential, consumer and consumer and commercial indirect auto loans are monitored on a pool basis due to their homogeneous nature. Loans that are delinquent 90 days or more are considered non-accrual. The Company utilizes accruing versus non-accruing status as the credit quality indicator for these loan pools.  The following table presents the recorded investment in residential, consumer and indirect auto loans based on payment activity as of March 31, 2012 and December 31, 2011.

 

 

 

March 31, 2012

 

December 31, 2011

 

 

 

Accruing

 

Non-accruing

 

 

 

Accruing

 

Non-
accruing

 

 

 

(in thousands)

 

Loans

 

Loans

 

Total

 

Loans

 

Loans

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, Land Acquisition and Development - Residential