Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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x |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended June 30, 2012 |
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OR |
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
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Commission file number 0-6233 |

(Exact name of registrant as specified in its charter)
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INDIANA |
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35-1068133 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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100 North Michigan Street |
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South Bend, IN |
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46601 |
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(Address of principal executive offices) |
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(Zip Code) |
(574) 235-2000
(Registrants telephone number, including area code)
Not Applicable
(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. x Yes o 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). x Yes o No
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. (Check one):
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Large accelerated filer o |
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Accelerated filer x |
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Non-accelerated filer o (Do not check if a smaller reporting company) |
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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). o Yes x No
Number of shares of common stock outstanding as of July 13, 2012 24,276,271 shares
Table of Contents
1st SOURCE CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited - Dollars in thousands)
|
|
|
June 30, |
|
December 31, |
|
|
|
|
2012 |
|
2011 |
|
|
ASSETS |
|
|
|
|
|
|
Cash and due from banks |
|
$ |
88,729 |
|
$ |
61,406 |
|
|
Federal funds sold and interest bearing deposits with other banks |
|
1,351 |
|
52,921 |
|
|
Investment securities available-for-sale (amortized cost of $821,323 and $853,204 at June 30, 2012 and December 31, 2011, respectively) |
|
852,704 |
|
883,000 |
|
|
Other investments |
|
19,934 |
|
18,974 |
|
|
Trading account securities |
|
138 |
|
132 |
|
|
Mortgages held for sale |
|
17,837 |
|
12,644 |
|
|
Loans and leases - net of unearned discount |
|
|
|
|
|
|
Commercial and agricultural loans |
|
555,986 |
|
545,570 |
|
|
Auto, light truck and environmental equipment |
|
508,493 |
|
435,965 |
|
|
Medium and heavy duty truck |
|
172,305 |
|
159,796 |
|
|
Aircraft financing |
|
662,184 |
|
620,782 |
|
|
Construction equipment financing |
|
280,715 |
|
261,204 |
|
|
Commercial real estate |
|
543,692 |
|
545,457 |
|
|
Residential real estate |
|
441,587 |
|
423,606 |
|
|
Consumer loans |
|
105,630 |
|
98,163 |
|
|
Total loans and leases |
|
3,270,592 |
|
3,090,543 |
|
|
Reserve for loan and lease losses |
|
(83,299 |
) |
(81,644 |
) |
|
Net loans and leases |
|
3,187,293 |
|
3,008,899 |
|
|
Equipment owned under operating leases, net |
|
58,264 |
|
69,551 |
|
|
Net premises and equipment |
|
40,820 |
|
39,857 |
|
|
Goodwill and intangible assets |
|
88,135 |
|
87,675 |
|
|
Accrued income and other assets |
|
131,379 |
|
139,012 |
|
|
Total assets |
|
$ |
4,486,584 |
|
$ |
4,374,071 |
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
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Deposits: |
|
|
|
|
|
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Noninterest bearing |
|
$ |
608,357 |
|
$ |
580,101 |
|
|
Interest bearing |
|
2,977,660 |
|
2,940,040 |
|
|
Total deposits |
|
3,586,017 |
|
3,520,141 |
|
|
Short-term borrowings: |
|
|
|
|
|
|
Federal funds purchased and securities sold under agreements to repurchase |
|
117,461 |
|
106,991 |
|
|
Other short-term borrowings |
|
16,467 |
|
18,243 |
|
|
Total short-term borrowings |
|
133,928 |
|
125,234 |
|
|
Long-term debt and mandatorily redeemable securities |
|
65,506 |
|
37,156 |
|
|
Subordinated notes |
|
89,692 |
|
89,692 |
|
|
Accrued expenses and other liabilities |
|
69,177 |
|
77,930 |
|
|
Total liabilities |
|
3,944,320 |
|
3,850,153 |
|
|
|
|
|
|
|
|
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SHAREHOLDERS EQUITY |
|
|
|
|
|
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Preferred stock; no par value |
|
|
|
|
|
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Authorized 10,000,000 shares; none issued or outstanding |
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|
|
|
|
|
Common stock; no par value |
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|
|
|
|
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Authorized 40,000,000 shares; issued 25,643,506 at June 30, 2012 and December 31, 2011 |
|
346,535 |
|
346,535 |
|
|
Retained earnings |
|
206,789 |
|
190,261 |
|
|
Cost of common stock in treasury (1,368,495 shares at June 30, 2012 and 1,429,484 shares at December 31, 2011) |
|
(30,447 |
) |
(31,389 |
) |
|
Accumulated other comprehensive income |
|
19,387 |
|
18,511 |
|
|
Total shareholders equity |
|
542,264 |
|
523,918 |
|
|
Total liabilities and shareholders equity |
|
$ |
4,486,584 |
|
$ |
4,374,071 |
|
The accompanying notes are a part of the consolidated financial statements.
3
Table of Contents
1st SOURCE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited - Dollars in thousands, except per share amounts)
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
|
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June 30, |
|
June 30, |
|
|
|
|
2012 |
|
2011 |
|
2012 |
|
2011 |
|
|
Interest income: |
|
|
|
|
|
|
|
|
|
|
Loans and leases |
|
$ |
40,318 |
|
$ |
41,710 |
|
$ |
80,214 |
|
$ |
83,009 |
|
|
Investment securities, taxable |
|
4,334 |
|
4,912 |
|
8,661 |
|
9,394 |
|
|
Investment securities, tax-exempt |
|
848 |
|
1,004 |
|
1,700 |
|
2,190 |
|
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Other |
|
231 |
|
247 |
|
457 |
|
490 |
|
|
Total interest income |
|
45,731 |
|
47,873 |
|
91,032 |
|
95,083 |
|
|
|
|
|
|
|
|
|
|
|
|
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Interest expense: |
|
|
|
|
|
|
|
|
|
|
Deposits |
|
5,704 |
|
8,162 |
|
11,449 |
|
16,517 |
|
|
Short-term borrowings |
|
47 |
|
74 |
|
100 |
|
163 |
|
|
Subordinated notes |
|
1,648 |
|
1,648 |
|
3,295 |
|
3,295 |
|
|
Long-term debt and mandatorily redeemable securities |
|
357 |
|
405 |
|
828 |
|
664 |
|
|
Total interest expense |
|
7,756 |
|
10,289 |
|
15,672 |
|
20,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
37,975 |
|
37,584 |
|
75,360 |
|
74,444 |
|
|
Provision for loan and lease losses |
|
2,055 |
|
67 |
|
4,309 |
|
2,265 |
|
|
Net interest income after provision for loan and lease losses |
|
35,920 |
|
37,517 |
|
71,051 |
|
72,179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
Trust fees |
|
4,379 |
|
4,411 |
|
8,352 |
|
8,403 |
|
|
Service charges on deposit accounts |
|
4,815 |
|
4,638 |
|
9,320 |
|
8,874 |
|
|
Mortgage banking income |
|
1,502 |
|
835 |
|
3,444 |
|
1,279 |
|
|
Insurance commissions |
|
1,211 |
|
1,062 |
|
2,568 |
|
2,204 |
|
|
Equipment rental income |
|
4,666 |
|
6,009 |
|
10,016 |
|
12,047 |
|
|
Other income |
|
3,209 |
|
3,327 |
|
6,210 |
|
6,298 |
|
|
Investment securities and other investment gains |
|
8 |
|
1,142 |
|
403 |
|
1,272 |
|
|
Total noninterest income |
|
19,790 |
|
21,424 |
|
40,313 |
|
40,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest expense: |
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
20,370 |
|
19,135 |
|
40,686 |
|
37,773 |
|
|
Net occupancy expense |
|
1,848 |
|
2,051 |
|
4,008 |
|
4,371 |
|
|
Furniture and equipment expense |
|
3,831 |
|
3,561 |
|
7,338 |
|
6,910 |
|
|
Depreciation - leased equipment |
|
3,803 |
|
4,795 |
|
8,114 |
|
9,600 |
|
|
Professional fees |
|
1,449 |
|
1,080 |
|
2,847 |
|
2,176 |
|
|
Supplies and communication |
|
1,385 |
|
1,316 |
|
2,778 |
|
2,710 |
|
|
FDIC and other insurance |
|
854 |
|
958 |
|
1,803 |
|
2,634 |
|
|
Business development and marketing expense |
|
1,050 |
|
864 |
|
1,917 |
|
1,486 |
|
|
Loan and lease collection and repossession expense |
|
979 |
|
1,500 |
|
2,480 |
|
2,824 |
|
|
Other expense |
|
1,009 |
|
683 |
|
2,655 |
|
3,935 |
|
|
Total noninterest expense |
|
36,578 |
|
35,943 |
|
74,626 |
|
74,419 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
19,132 |
|
22,998 |
|
36,738 |
|
38,137 |
|
|
Income tax expense |
|
6,565 |
|
8,133 |
|
12,456 |
|
12,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
12,567 |
|
$ |
14,865 |
|
$ |
24,282 |
|
$ |
25,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Per common share |
|
|
|
|
|
|
|
|
|
|
Basic net income per common share |
|
$ |
0.51 |
|
$ |
0.61 |
|
$ |
0.99 |
|
$ |
1.04 |
|
|
Diluted net income per common share |
|
$ |
0.51 |
|
$ |
0.61 |
|
$ |
0.99 |
|
$ |
1.04 |
|
|
Dividends |
|
$ |
0.16 |
|
$ |
0.16 |
|
$ |
0.32 |
|
$ |
0.32 |
|
|
Basic weighted average common shares outstanding |
|
24,263,881 |
|
24,254,334 |
|
24,261,649 |
|
24,262,803 |
|
|
Diluted weighted average common shares outstanding |
|
24,273,898 |
|
24,263,596 |
|
24,272,423 |
|
24,271,527 |
|
The accompanying notes are a part of the consolidated financial statements.
4
Table of Contents
1st SOURCE CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited - Dollars in thousands)
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
|
|
June 30, |
|
June 30, |
|
|
|
|
2012 |
|
2011 |
|
2012 |
|
2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
12,567 |
|
$ |
14,865 |
|
$ |
24,282 |
|
$ |
25,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
|
|
Change in unrealized appreciation of available-for-sale securities, net of tax |
|
1,449 |
|
6,707 |
|
1,047 |
|
5,457 |
|
|
Reclassification adjustment for gains included in net income, net of tax |
|
|
|
(717 |
) |
(171 |
) |
(845 |
) |
|
Other comprehensive income |
|
1,449 |
|
5,990 |
|
876 |
|
4,612 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
14,016 |
|
$ |
20,855 |
|
$ |
25,158 |
|
$ |
30,085 |
|
The accompanying notes are a part of the consolidated financial statements.
1st SOURCE CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(Unaudited - Dollars in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
Cost of |
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
Common |
|
Other |
|
|
|
|
|
|
Preferred |
|
Common |
|
Retained |
|
Stock |
|
Comprehensive |
|
|
|
|
Total |
|
Stock |
|
Stock |
|
Earnings |
|
in Treasury |
|
Income (Loss), Net |
|
|
Balance at January 1, 2011 |
|
$ |
486,383 |
|
$ |
|
|
$ |
350,282 |
|
$ |
157,875 |
|
$ |
(32,284 |
) |
$ |
10,510 |
|
|
Net income |
|
25,473 |
|
|
|
|
|
25,473 |
|
|
|
|
|
|
Other comprehensive income |
|
4,612 |
|
|
|
|
|
|
|
|
|
4,612 |
|
|
Issuance of 148,291 common shares under stock based compensation awards, including related tax effects |
|
2,818 |
|
|
|
|
|
(168 |
) |
2,986 |
|
|
|
|
Cost of 109,399 shares of common stock acquired for treasury |
|
(2,139 |
) |
|
|
|
|
|
|
(2,139 |
) |
|
|
|
Repurchase of common stock warrant |
|
(3,750 |
) |
|
|
(3,750 |
) |
|
|
|
|
|
|
|
Common stock dividend ($0.32 per share) |
|
(7,806 |
) |
|
|
|
|
(7,806 |
) |
|
|
|
|
|
Stock based compensation |
|
3 |
|
|
|
3 |
|
|
|
|
|
|
|
|
Balance at June 30, 2011 |
|
$ |
505,594 |
|
$ |
|
|
$ |
346,535 |
|
$ |
175,374 |
|
$ |
(31,437 |
) |
$ |
15,122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2012 |
|
$ |
523,918 |
|
$ |
|
|
$ |
346,535 |
|
$ |
190,261 |
|
$ |
(31,389 |
) |
$ |
18,511 |
|
|
Net income |
|
24,282 |
|
|
|
|
|
24,282 |
|
|
|
|
|
|
Other comprehensive income |
|
876 |
|
|
|
|
|
|
|
|
|
876 |
|
|
Issuance of 165,460 common shares under stock based compensation awards, including related tax effects |
|
3,644 |
|
|
|
|
|
85 |
|
3,559 |
|
|
|
|
Cost of 104,471 shares of common stock acquired for treasury |
|
(2,617 |
) |
|
|
|
|
|
|
(2,617 |
) |
|
|
|
Common stock dividend ($0.32 per share) |
|
(7,839 |
) |
|
|
|
|
(7,839 |
) |
|
|
|
|
|
Balance at June 30, 2012 |
|
$ |
542,264 |
|
$ |
|
|
$ |
346,535 |
|
$ |
206,789 |
|
$ |
(30,447 |
) |
$ |
19,387 |
|
The accompanying notes are a part of the consolidated financial statements.
5
Table of Contents
1st SOURCE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - Dollars in thousands)
|
|
|
Six Months Ended June 30, |
|
|
|
|
2012 |
|
2011 |
|
|
Operating activities: |
|
|
|
|
|
|
Net income |
|
$ |
24,282 |
|
$ |
25,473 |
|
|
Adjustments to reconcile net income to net cash provided (used) by operating activities: |
|
|
|
|
|
|
Provision for loan and lease losses |
|
4,309 |
|
2,265 |
|
|
Depreciation of premises and equipment |
|
2,094 |
|
1,780 |
|
|
Depreciation of equipment owned and leased to others |
|
8,114 |
|
9,600 |
|
|
Amortization of investment security premiums and accretion of discounts, net |
|
1,999 |
|
965 |
|
|
Amortization of mortgage servicing rights |
|
1,528 |
|
1,458 |
|
|
Mortgage servicing asset (recovery) impairment |
|
(147 |
) |
16 |
|
|
Deferred income taxes |
|
(3,996 |
) |
(755 |
) |
|
Investment securities and other investment gains |
|
(403 |
) |
(1,272 |
) |
|
Originations of loans held for sale, net of principal collected |
|
(96,948 |
) |
(40,963 |
) |
|
Proceeds from the sales of loans held for sale |
|
94,491 |
|
66,258 |
|
|
Net gain on sale of loans held for sale |
|
(2,736 |
) |
(500 |
) |
|
Change in trading account securities |
|
(6 |
) |
(5 |
) |
|
Change in interest receivable |
|
(312 |
) |
918 |
|
|
Change in interest payable |
|
1,702 |
|
2,462 |
|
|
Change in other assets |
|
7,894 |
|
8,347 |
|
|
Change in other liabilities |
|
(4,542 |
) |
(734 |
) |
|
Other |
|
586 |
|
2,620 |
|
|
Net change in operating activities |
|
37,909 |
|
77,933 |
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
Proceeds from sales of investment securities |
|
40,236 |
|
126,805 |
|
|
Proceeds from maturities of investment securities |
|
159,553 |
|
107,843 |
|
|
Purchases of investment securities |
|
(169,504 |
) |
(160,641 |
) |
|
Net change in other investments |
|
(960 |
) |
2,370 |
|
|
Loans sold or participated to others |
|
15,494 |
|
11,010 |
|
|
Net change in loans and leases |
|
(199,988 |
) |
(62,674 |
) |
|
Net change in equipment owned under operating leases |
|
3,173 |
|
(8,564 |
) |
|
Purchases of premises and equipment |
|
(3,082 |
) |
(5,589 |
) |
|
Net change in investing activities |
|
(155,078 |
) |
10,560 |
|
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
Net change in demand deposits, NOW accounts and savings accounts |
|
92,814 |
|
(108,064 |
) |
|
Net change in certificates of deposit |
|
(26,938 |
) |
8,635 |
|
|
Net change in short-term borrowings |
|
8,694 |
|
(25,866 |
) |
|
Proceeds from issuance of long-term debt |
|
25,600 |
|
10,554 |
|
|
Payments on long-term debt |
|
(268 |
) |
(256 |
) |
|
Net proceeds from issuance of treasury stock |
|
3,644 |
|
2,818 |
|
|
Acquisition of treasury stock |
|
(2,617 |
) |
(2,139 |
) |
|
Repurchase of common stock warrant |
|
|
|
(3,750 |
) |
|
Cash dividends paid on common stock |
|
(8,007 |
) |
(7,948 |
) |
|
Net change in financing activities |
|
92,922 |
|
(126,016 |
) |
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
(24,247 |
) |
(37,523 |
) |
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of year |
|
114,327 |
|
96,872 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
90,080 |
|
$ |
59,349 |
|
|
|
|
|
|
|
|
|
Non-cash transactions: |
|
|
|
|
|
|
Loans transferred to other real estate and repossessed assets |
|
$ |
1,791 |
|
$ |
6,721 |
|
|
Common stock matching contribution to Employee Stock Ownership and Profit Sharing Plan |
|
2,643 |
|
2,420 |
|
The accompanying notes are a part of the consolidated financial statements.
6
Table of Contents
1ST SOURCE CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
1st Source Corporation is a bank holding company headquartered in South Bend, Indiana that provides, through its subsidiaries (collectively referred to as 1st Source or the Company), a broad array of financial products and services. The accompanying unaudited consolidated financial statements reflect all adjustments (all of which are normal and recurring in nature) which are, in the opinion of management, necessary for a fair presentation of the consolidated financial position, the results of operations, changes in comprehensive income, changes in shareholders equity, and cash flows for the periods presented. These unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission (SEC) and, therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been omitted.
The Notes to the Consolidated Financial Statements appearing in 1st Source Corporations Annual Report on Form 10-K (2011 Annual Report), which include descriptions of significant accounting policies, should be read in conjunction with these interim financial statements. The balance sheet at December 31, 2011 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current year presentation.
Note 2. Recent Accounting Pronouncements
Offsetting Assets and Liabilities: In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-11 Balance Sheet (Topic 210) - Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 requires an entity to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Retrospective disclosure is required for all comparative periods presented. The Company is assessing the impact of ASU 2011-11 on its disclosures.
Goodwill: In September 2011, the FASB issued ASU No. 2011-08 Intangibles Goodwill and Other (Topic 350) - Testing Goodwill for Impairment. ASU 2011-08 allows an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of the reporting unit. ASU 2011-08 was effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption was permitted. The Company does not expect an impact on its financial condition or results of operations.
Comprehensive Income: In June 2011, the FASB issued ASU No. 2011-05 Comprehensive Income (Topic 220) - Presentation of Comprehensive Income. ASU 2011-05 requires that all nonowner changes in stockholders equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both cases, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. In December 2011, FASB issued ASU No. 2011-12 which defers the effective date of the requirement in ASU 2011-05 to present items that are
7
Table of Contents
reclassified from accumulated other comprehensive income to net income alongside their respective components of net income and other comprehensive income. ASU 2011-05 was effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The effect of applying this standard is reflected in the Consolidated Statements of Comprehensive Income and Consolidated Statements of Shareholders Equity.
Fair Value Measurements: In May 2011, the FASB issued ASU No. 2011-04 Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 changed the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Consequently, the amendments in this update result in common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs (International Financial Reporting Standards). ASU 2011-04 was effective prospectively during interim and annual periods beginning on or after December 15, 2011. Early application by public entities was not permitted. The effect of applying this standard is reflected in Note 12 Fair Value Measurements.
Transfers and Servicing: In April 2011, the FASB issued ASU No. 2011-03 Transfers and Servicing (Topic 860) - Reconsideration of Effective Control for Repurchase Agreement. ASU 2011-03 removed from the assessment of effective control the criterion relating to the transferors ability to repurchase or redeem financial assets on substantially the agreed terms, even in the event of default by the transferee. ASU 2011-03 was effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occurred on or after the effective date. Early adoption was not permitted. ASU 2011-03 did not have an impact on the Companys financial condition, results of operations, or disclosures.
Note 3. Investment Securities
Investment securities available-for-sale were as follows:
|
|
|
Amortized |
|
Gross |
|
Gross |
|
|
|
|
(Dollars in thousands) |
|
Cost |
|
Unrealized Gains |
|
Unrealized Losses |
|
Fair Value |
|
|
June 30, 2012 |
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and Federal agencies securities |
|
$ |
355,419 |
|
$ |
10,797 |
|
$ |
(129 |
) |
$ |
366,087 |
|
|
U.S. States and political subdivisions securities |
|
101,634 |
|
6,231 |
|
(561 |
) |
107,304 |
|
|
Mortgage-backed securities Federal agencies |
|
321,297 |
|
11,749 |
|
(38 |
) |
333,008 |
|
|
Corporate debt securities |
|
36,123 |
|
456 |
|
(314 |
) |
36,265 |
|
|
Foreign government and other securities |
|
4,483 |
|
36 |
|
(1 |
) |
4,518 |
|
|
Total debt securities |
|
818,956 |
|
29,269 |
|
(1,043 |
) |
847,182 |
|
|
Marketable equity securities |
|
2,367 |
|
3,158 |
|
(3 |
) |
5,522 |
|
|
Total investment securities available-for-sale |
|
$ |
821,323 |
|
$ |
32,427 |
|
$ |
(1,046 |
) |
$ |
852,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011 |
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and Federal agencies securities |
|
$ |
390,819 |
|
$ |
10,356 |
|
$ |
(50 |
) |
$ |
401,125 |
|
|
U.S. States and political subdivisions securities |
|
101,587 |
|
6,433 |
|
(660 |
) |
107,360 |
|
|
Mortgage-backed securities Federal agencies |
|
317,392 |
|
11,565 |
|
(9 |
) |
328,948 |
|
|
Corporate debt securities |
|
36,349 |
|
325 |
|
(364 |
) |
36,310 |
|
|
Foreign government and other securities |
|
4,690 |
|
24 |
|
(1 |
) |
4,713 |
|
|
Total debt securities |
|
850,837 |
|
28,703 |
|
(1,084 |
) |
878,456 |
|
|
Marketable equity securities |
|
2,367 |
|
2,673 |
|
(496 |
) |
4,544 |
|
|
Total investment securities available-for-sale |
|
$ |
853,204 |
|
$ |
31,376 |
|
$ |
(1,580 |
) |
$ |
883,000 |
|
At June 30, 2012 and December 31, 2011, the residential mortgage-backed securities held by the Company consisted primarily of GNMA, FNMA and FHLMC pass-through certificates which are guaranteed by those respective agencies of the United States government (Government Sponsored Enterprise, GSEs).
8
Table of Contents
The contractual maturities of debt securities available-for-sale at June 30, 2012 are shown below. Expected maturities will differ from contractual maturities, because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
|
|
|
|
|
|
|
|
(Dollars in thousands) |
|
Amortized Cost |
|
Fair Value |
|
|
Due in one year or less |
|
$ |
26,723 |
|
$ |
27,027 |
|
|
Due after one year through five years |
|
357,768 |
|
367,241 |
|
|
Due after five years through ten years |
|
105,227 |
|
112,429 |
|
|
Due after ten years |
|
7,941 |
|
7,477 |
|
|
Mortgage-backed securities |
|
321,297 |
|
333,008 |
|
|
Total debt securities available-for-sale |
|
$ |
818,956 |
|
$ |
847,182 |
|
The following table shows the gross realized gains and losses on sale of securities from the securities available-for-sale portfolio, including marketable equity securities. Realized gains and losses on the sales of all securities are computed using the specific identification cost basis. There were no other-than-temporary-impairment (OTTI) write-downs in 2012 or 2011.
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
|
|
June 30, |
|
June 30, |
|
|
(Dollars in thousands) |
|
2012 |
|
2011 |
|
2012 |
|
2011 |
|
|
Gross realized gains |
|
$ |
|
|
$ |
1,153 |
|
$ |
275 |
|
$ |
1,598 |
|
|
Gross realized losses |
|
|
|
|
|
|
|
(238 |
) |
|
Net realized gains (losses) |
|
$ |
|
|
$ |
1,153 |
|
$ |
275 |
|
$ |
1,360 |
|
The following table summarizes gross unrealized losses and fair value by investment category and age:
|
|
|
Less than 12 Months |
|
12 months or Longer |
|
Total |
|
|
|
|
Fair |
|
Unrealized |
|
Fair |
|
Unrealized |
|
Fair |
|
Unrealized |
|
|
(Dollars in thousands) |
|
Value |
|
Losses |
|
Value |
|
Losses |
|
Value |
|
Losses |
|
|
June 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and Federal agencies securities |
|
$ |
35,531 |
|
$ |
(129 |
) |
$ |
|
|
$ |
|
|
$ |
35,531 |
|
$ |
(129 |
) |
|
U.S. States and political subdivisions securities |
|
7,948 |
|
(82 |
) |
3,321 |
|
(479 |
) |
11,269 |
|
(561 |
) |
|
Mortgage-backed securities - Federal agencies |
|
3,511 |
|
(27 |
) |
16,279 |
|
(11 |
) |
19,790 |
|
(38 |
) |
|
Corporate debt securities |
|
4,938 |
|
(63 |
) |
8,467 |
|
(251 |
) |
13,405 |
|
(314 |
) |
|
Foreign government and other securities |
|
99 |
|
(1 |
) |
|
|
|
|
99 |
|
(1 |
) |
|
Total debt securities |
|
52,027 |
|
(302 |
) |
28,067 |
|
(741 |
) |
80,094 |
|
(1,043 |
) |
|
Marketable equity securities |
|
1 |
|
|
|
4 |
|
(3 |
) |
5 |
|
(3 |
) |
|
Total investment securities available-for-sale |
|
$ |
52,028 |
|
$ |
(302 |
) |
$ |
28,071 |
|
$ |
(744 |
) |
$ |
80,099 |
|
$ |
(1,046 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and Federal agencies securities |
|
$ |
42,536 |
|
$ |
(50 |
) |
$ |
|
|
$ |
|
|
$ |
42,536 |
|
$ |
(50 |
) |
|
U.S. States and political subdivisions securities |
|
423 |
|
(9 |
) |
5,149 |
|
(651 |
) |
5,572 |
|
(660 |
) |
|
Mortgage-backed securities - Federal agencies |
|
5,071 |
|
(1 |
) |
13,099 |
|
(8 |
) |
18,170 |
|
(9 |
) |
|
Corporate debt securities |
|
4,858 |
|
(142 |
) |
8,579 |
|
(222 |
) |
13,437 |
|
(364 |
) |
|
Foreign government and other securities |
|
1,011 |
|
(1 |
) |
|
|
|
|
1,011 |
|
(1 |
) |
|
Total debt securities |
|
53,899 |
|
(203 |
) |
26,827 |
|
(881 |
) |
80,726 |
|
(1,084 |
) |
|
Marketable equity securities |
|
622 |
|
(492 |
) |
4 |
|
(4 |
) |
626 |
|
(496 |
) |
|
Total investment securities available-for-sale |
|
$ |
54,521 |
|
$ |
(695 |
) |
$ |
26,831 |
|
$ |
(885 |
) |
$ |
81,352 |
|
$ |
(1,580 |
) |
9
Table of Contents
The initial indication of OTTI for both debt and equity securities is a decline in fair value below amortized cost. Quarterly, the impaired securities are analyzed on a qualitative and quantitative basis in determining OTTI. Declines in the fair value of available-for-sale debt securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses to the extent the impairment is related to credit losses. The amount of impairment related to other factors is recognized in other comprehensive income. In estimating OTTI impairment losses, the Company considers among other things, (i) the length of time and the extent to which fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, and (iii) whether it is more likely than not that the Company will not have to sell any such securities before a recovery of cost.
At June 30, 2012, the Company does not have the intent to sell any of the available-for-sale securities in the table above and believes that it is more likely than not that it will not have to sell any such securities before an anticipated recovery of cost. The unrealized losses on debt securities are due to increases in market interest rates over the yields available at the time the underlying securities were purchased and market illiquidity on auction rate securities which are reflected in U.S. States and Political subdivisions securities. The fair value is expected to recover on all debt securities as they approach their maturity date or repricing date or if market yields for such investments decline. The Company does not believe any of the securities are impaired due to reasons of credit quality.
The unrealized losses on marketable equity securities relate primarily to one common stock investment. The Company evaluated the investments near term prospects in relation to the severity and duration of the impairment. Based on the evaluation and the intent to hold the investment for a reasonable period of time sufficient for a forecasted recovery of fair value, the Company does not consider the investment other-than-temporarily impaired at June 30, 2012. Accordingly, as of June 30, 2012, the Company believes the impairments detailed in the table above are temporary and no impairment loss has been realized in our consolidated statements of income.
At June 30, 2012 and December 31, 2011, investment securities with carrying values of $241.92 million and $250.36 million, respectively, were pledged as collateral to secure government deposits, security repurchase agreements, and for other purposes.
Note 4. Loan and Lease Financings
The Company evaluates loans and leases for credit quality at least annually but more frequently if certain circumstances occur (such as material new information which becomes available and indicates a potential change in credit risk). The Company uses two methods to assess credit risk: loan or lease credit quality grades and credit risk classifications. The purpose of the loan or lease credit quality grade is to document the degree of risk associated with individual credits as well as inform management of the degree of risk in the portfolio taken as a whole. Credit risk classifications are used to categorize loans by degree of risk and to designate individual or committee approval authorities for higher risk credits at the time of origination. Credit risk classifications include categories for: Acceptable, Marginal, Special Attention, Special Risk, Restricted by Policy, Regulated and Prohibited by Law.
10
Table of Contents
All loans and leases, except residential real estate loans and consumer loans, are assigned credit quality grades on a scale from 1 to 12 with grade 1 representing superior credit quality. The criteria used to assign grades to extensions of credit that exhibit potential problems or well-defined weaknesses are primarily based upon the degree of risk and the likelihood of orderly repayment, and their effect on the Companys safety and soundness. Loans or leases graded 7 or weaker are considered special attention credits and, as such, relationships in excess of $100,000 are reviewed quarterly as part of managements evaluation of the appropriateness of the reserve for loan and lease losses. Grade 7 credits are defined as watch and contain greater than average credit risk and are monitored to limit the exposure to increased risk; grade 8 credits are special mention and, following regulatory guidelines, are defined as having potential weaknesses that deserve managements close attention. Credits that exhibit well-defined weaknesses and a distinct possibility of loss are considered classified and are graded 9 through 12 corresponding to the regulatory definitions of substandard (grades 9 and 10) and the more severe doubtful (grade 11) and loss (grade 12).
The table below presents the credit quality grades of the recorded investment in loans and leases, segregated by class.
|
|
|
Credit Quality Grades |
|
|
(Dollars in thousands) |
|
1-6 |
|
7-12 |
|
Total |
|
|
June 30, 2012 |
|
|
|
|
|
|
|
|
Commercial and agricultural loans |
|
$ |
525,020 |
|
$ |
30,966 |
|
$ |
555,986 |
|
|
Auto, light truck and environmental equipment |
|
503,588 |
|
4,905 |
|
508,493 |
|
|
Medium and heavy duty truck |
|
168,355 |
|
3,950 |
|
172,305 |
|
|
Aircraft financing |
|
630,708 |
|
31,476 |
|
662,184 |
|
|
Construction equipment financing |
|
261,218 |
|
19,497 |
|
280,715 |
|
|
Commercial real estate |
|
489,123 |
|
54,569 |
|
543,692 |
|
|
Total |
|
$ |
2,578,012 |
|
$ |
145,363 |
|
$ |
2,723,375 |
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011 |
|
|
|
|
|
|
|
|
Commercial and agricultural loans |
|
$ |
513,011 |
|
$ |
32,559 |
|
$ |
545,570 |
|
|
Auto, light truck and environmental equipment |
|
432,288 |
|
3,677 |
|
435,965 |
|
|
Medium and heavy duty truck |
|
154,261 |
|
5,535 |
|
159,796 |
|
|
Aircraft financing |
|
580,004 |
|
40,778 |
|
620,782 |
|
|
Construction equipment financing |
|
239,643 |
|
21,561 |
|
261,204 |
|
|
Commercial real estate |
|
487,576 |
|
57,881 |
|
545,457 |
|
|
Total |
|
$ |
2,406,783 |
|
$ |
161,991 |
|
$ |
2,568,774 |
|
For residential real estate and consumer loans, credit quality is based on the aging status of the loan and by payment activity. The table below presents the recorded investment in residential real estate and consumer loans by performing or nonperforming status. Nonperforming loans are those loans which are on nonaccrual status or are 90 days or more past due.
|
(Dollars in thousands) |
|
Performing |
|
Nonperforming |
|
Total |
|
|
June 30, 2012 |
|
|
|
|
|
|
|
|
Residential real estate |
|
$ |
437,922 |
|
$ |
3,665 |
|
$ |
441,587 |
|
|
Consumer |
|
104,050 |
|
1,580 |
|
105,630 |
|
|
Total |
|
$ |
541,972 |
|
$ |
5,245 |
|
$ |
547,217 |
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011 |
|
|
|
|
|
|
|
|
Residential real estate |
|
$ |
418,810 |
|
$ |
4,796 |
|
$ |
423,606 |
|
|
Consumer |
|
97,857 |
|
306 |
|
98,163 |
|
|
Total |
|
$ |
516,667 |
|
$ |
5,102 |
|
$ |
521,769 |
|
11
Table of Contents
The table below presents the recorded investment of loans and leases, segregated by class, with delinquency aging and nonaccrual status.
|
|
|
|
|
|
|
|
|
90 Days |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
or More |
|
|
|
|
|
|
|
|
|
|
|
|
30-59 Days |
|
60-89 Days |
|
Past Due |
|
Total |
|
|
|
Total Financing |
|
|
(Dollars in thousands) |
|
Current |
|
Past Due |
|
Past Due |
|
and Accruing |
|
Accruing Loans |
|
Nonaccrual |
|
Receivables |
|
|
June 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and agricultural loans |
|
$ |
545,280 |
|
$ |
860 |
|
$ |
33 |
|
$ |
|
|
$ |
546,173 |
|
$ |
9,813 |
|
$ |
555,986 |
|
|
Auto, light truck and environmental equipment |
|
504,535 |
|
337 |
|
240 |
|
|
|
505,112 |
|
3,381 |
|
508,493 |
|
|
Medium and heavy duty truck |
|
171,402 |
|
108 |
|
|
|
|
|
171,510 |
|
795 |
|
172,305 |
|
|
Aircraft financing |
|
654,194 |
|
1,297 |
|
256 |
|
|
|
655,747 |
|
6,437 |
|
662,184 |
|
|
Construction equipment financing |
|
272,959 |
|
2,130 |
|
319 |
|
|
|
275,408 |
|
5,307 |
|
280,715 |
|
|
Commercial real estate |
|
528,392 |
|
61 |
|
|
|
|
|
528,453 |
|
15,239 |
|
543,692 |
|
|
Residential real estate |
|
434,759 |
|
2,529 |
|
634 |
|
346 |
|
438,268 |
|
3,319 |
|
441,587 |
|
|
Consumer |
|
103,152 |
|
731 |
|
167 |
|
94 |
|
104,144 |
|
1,486 |
|
105,630 |
|
|
Total |
|
$ |
3,214,673 |
|
$ |
8,053 |
|
$ |
1,649 |
|
$ |
440 |
|
$ |
3,224,815 |
|
$ |
45,777 |
|
$ |
3,270,592 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and agricultural loans |
|
$ |
534,053 |
|
$ |
550 |
|
$ |
1 |
|
$ |
|
|
$ |
534,604 |
|
$ |
10,966 |
|
$ |
545,570 |
|
|
Auto, light truck and environmental equipment |
|
433,048 |
|
674 |
|
241 |
|
|
|
433,963 |
|
2,002 |
|
435,965 |
|
|
Medium and heavy duty truck |
|
158,192 |
|
5 |
|
|
|
|
|
158,197 |
|
1,599 |
|
159,796 |
|
|
Aircraft financing |
|
608,032 |
|
224 |
|
|
|
|
|
608,256 |
|
12,526 |
|
620,782 |
|
|
Construction equipment financing |
|
256,691 |
|
376 |
|
|
|
|
|
257,067 |
|
4,137 |
|
261,204 |
|
|
Commercial real estate |
|
522,883 |
|
2,005 |
|
|
|
|
|
524,888 |
|
20,569 |
|
545,457 |
|
|
Residential real estate |
|
415,177 |
|
2,894 |
|
739 |
|
416 |
|
419,226 |
|
4,380 |
|
423,606 |
|
|
Consumer |
|
96,824 |
|
762 |
|
271 |
|
45 |
|
97,902 |
|
261 |
|
98,163 |
|
|
Total |
|
$ |
3,024,900 |
|
$ |
7,490 |
|
$ |
1,252 |
|
$ |
461 |
|
$ |
3,034,103 |
|
$ |
56,440 |
|
$ |
3,090,543 |
|
12
Table of Contents
The table below presents impaired loans and leases, segregated by class, and the corresponding reserve for impaired loan and lease losses.
|
|
|
|
|
Unpaid |
|
|
|
|
|
|
Recorded |
|
Principal |
|
Related |
|
|
(Dollars in thousands) |
|
Investment |
|
Balance |
|
Allowance |
|
|
June 30, 2012 |
|
|
|
|
|
|
|
|
With no related allowance recorded: |
|
|
|
|
|
|
|
|
Commercial and agricultural loans |
|
$ |
2,067 |
|
$ |
2,067 |
|
$ |
|
|
|
Auto, light truck and environmental equipment |
|
333 |
|
333 |
|
|
|
|
Medium and heavy duty truck |
|
787 |
|
787 |
|
|
|
|
Aircraft financing |
|
4,333 |
|
4,333 |
|
|
|
|
Construction equipment financing |
|
5,022 |
|
5,022 |
|
|
|
|
Commercial real estate |
|
20,705 |
|
20,705 |
|
|
|
|
Residential real estate |
|
106 |
|
106 |
|
|
|
|
Consumer loans |
|
|
|
|
|
|
|
|
Total with no related allowance recorded |
|
33,353 |
|
33,353 |
|
|
|
|
With an allowance recorded: |
|
|
|
|
|
|
|
|
Commercial and agricultural loans |
|
6,879 |
|
6,879 |
|
1,073 |
|
|
Auto, light truck and environmental equipment |
|
2,310 |
|
2,310 |
|
500 |
|
|
Medium and heavy duty truck |
|
|
|
|
|
|
|
|
Aircraft financing |
|
1,975 |
|
1,975 |
|
688 |
|
|
Construction equipment financing |
|
|
|
|
|
|
|
|
Commercial real estate |
|
2,830 |
|
2,830 |
|
19 |
|
|
Residential real estate |
|
|
|
|
|
|
|
|
Consumer loans |
|
|
|
|
|
|
|
|
Total with an allowance recorded |
|
13,994 |
|
13,994 |
|
2,280 |
|
|
Total impaired loans |
|
$ |
47,347 |
|
$ |
47,347 |
|
$ |
2,280 |
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011 |
|
|
|
|
|
|
|
|
With no related allowance recorded: |
|
|
|
|
|
|
|
|
Commercial and agricultural loans |
|
$ |
2,002 |
|
$ |
2,002 |
|
$ |
|
|
|
Auto, light truck and environmental equipment |
|
770 |
|
770 |
|
|
|
|
Medium and heavy duty truck |
|
959 |
|
959 |
|
|
|
|
Aircraft financing |
|
11,206 |
|
11,206 |
|
|
|
|
Construction equipment financing |
|
3,949 |
|
3,949 |
|
|
|
|
Commercial real estate |
|
17,088 |
|
17,091 |
|
|
|
|
Residential real estate |
|
|
|
|
|
|
|
|
Consumer loans |
|
211 |
|
210 |
|
|
|
|
Total with no related allowance recorded |
|
36,185 |
|
36,187 |
|
|
|
|
With an allowance recorded: |
|
|
|
|
|
|
|
|
Commercial and agricultural loans |
|
8,406 |
|
8,406 |
|
1,461 |
|
|
Auto, light truck and environmental equipment |
|
113 |
|
113 |
|
35 |
|
|
Medium and heavy duty truck |
|
645 |
|
645 |
|
165 |
|
|
Aircraft financing |
|
1,118 |
|
1,118 |
|
534 |
|
|
Construction equipment financing |
|
|
|
|
|
|
|
|
Commercial real estate |
|
6,029 |
|
6,029 |
|
294 |
|
|
Residential real estate |
|
|
|
|
|
|
|
|
Consumer loans |
|
|
|
|
|
|
|
|
Total with an allowance recorded |
|
16,311 |
|
16,311 |
|
2,489 |
|
|
Total impaired loans |
|
$ |
52,496 |
|
$ |
52,498 |
|
$ |
2,489 |
|
13
Table of Contents
Average recorded investment and interest income recognized on impaired loans and leases, segregated by class, is shown in the table below.
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
|
|
2012 |
|
2011 |
|
2012 |
|
2011 |
|
|
(Dollars in thousands) |
|
Average Recorded Investment |
|
Interest Income |
|
Average Recorded Investment |
|
Interest Income |
|
Average Recorded Investment |
|
Interest Income |
|
Average Recorded Investment |
|
Interest Income |
|
|
Commercial and agricultural loans |
|
$ |
9,219 |
|
$ |
2 |
|
$ |
11,342 |
|
$ |
114 |
|
$ |
9,606 |
|
$ |
10 |
|
$ |
12,156 |
|
$ |
230 |
|
|
Auto, light truck and environmental equipment |
|
3,251 |
|
|
|
1,774 |
|
|
|
2,421 |
|
7 |
|
2,005 |
|
1 |
|
|
Medium and heavy duty truck |
|
940 |
|
1 |
|
4,350 |
|
1 |
|
1,158 |
|
1 |
|
4,580 |
|
3 |
|
|
Aircraft financing |
|
8,126 |
| |