UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended | March 31, 2013 |
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. 0-23433
WAYNE SAVINGS BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 31-1557791 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification Number) | |
151 North Market Street | ||
Wooster, Ohio | 44691 | |
(Address of principal | (Zip Code) | |
executive office) |
Registrant’s telephone number, including area code: (330) 264-5767
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 ý No o
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).
ý 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 definition of “accelerated filer” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company ý
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.).
Yes o No ý
As of April 30, 2013, the latest practicable date, 2,948,877 shares of the registrant’s common stock, $.10 par value, were issued and outstanding.
Wayne Savings Bancshares, Inc.
Wayne Savings Bancshares, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
March 31, 2013 | December 31, 2012 | |||||||
Assets | (Unaudited) | |||||||
Cash and due from banks | $ | 6,095 | $ | 7,303 | ||||
Interest-bearing deposits | 3,867 | 4,752 | ||||||
Cash and cash equivalents | 9,962 | 12,055 | ||||||
Available-for-sale securities | 110,228 | 111,518 | ||||||
Held-to-maturity securities | 5,333 | 3,748 | ||||||
Loans, net of allowance for loan losses of $2,977 and $3,328 at March 31, 2013 and December 31, 2012, respectively | 246,910 | 247,849 | ||||||
Premises and equipment | 7,014 | 7,088 | ||||||
Federal Home Loan Bank stock | 5,025 | 5,025 | ||||||
Foreclosed assets held for sale, net | 193 | 318 | ||||||
Accrued interest receivable | 1,420 | 1,228 | ||||||
Bank-owned life insurance | 8,793 | 8,723 | ||||||
Goodwill | 1,719 | 1,719 | ||||||
Other intangible assets | 105 | 128 | ||||||
Prepaid federal deposit insurance premiums | 520 | 596 | ||||||
Other assets | 2,270 | 1,944 | ||||||
Prepaid federal income taxes | 143 | 178 | ||||||
Total assets | $ | 399,635 | $ | 402,117 | ||||
Liabilities and Stockholders’ Equity | ||||||||
Liabilities | ||||||||
Deposits | ||||||||
Demand | $ | 77,412 | $ | 80,668 | ||||
Savings and money market | 117,457 | 112,229 | ||||||
Time | 131,834 | 134,840 | ||||||
Total deposits | 326,703 | 327,737 | ||||||
Other short-term borrowings | 5,975 | 7,077 | ||||||
Federal Home Loan Bank advances | 21,247 | 21,217 | ||||||
Interest payable and other liabilities | 4,673 | 5,173 | ||||||
Deferred federal income taxes | 1,196 | 1,128 | ||||||
Total liabilities | 359,794 | 362,332 | ||||||
Commitments and Contingencies | — | — | ||||||
Stockholders’ Equity | ||||||||
Preferred stock, 500,000 shares of $.10 par value authorized; no shares issued | — | — | ||||||
Common stock, $.10 par value; authorized 9,000,000 shares; 3,978,731 shares issued | 398 | 398 | ||||||
Additional paid-in capital | 35,975 | 35,975 | ||||||
Retained earnings | 17,942 | 17,567 | ||||||
Shares acquired by ESOP | (552 | ) | (572 | ) | ||||
Accumulated other comprehensive income | 1,127 | 1,340 | ||||||
Treasury stock, at cost: Common: 1,029,854 and 1,017,385 shares at March 31, 2013 and December 31, 2012, respectively | (15,049 | ) | (14,923 | ) | ||||
Total stockholders’ equity | 39,841 | 39,785 | ||||||
Total liabilities and stockholders’ equity | $ | 399,635 | $ | 402,117 |
See accompanying notes to condensed consolidated financial statements. | 2 |
Wayne Savings Bancshares, Inc.
Condensed Consolidated Statements of Income and Comprehensive Income
For the three months ended March 31, 2013 and 2012
(In thousands, except per share data)
(Unaudited)
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
Interest and Dividend Income | ||||||||
Loans | $ | 2,888 | $ | 2,986 | ||||
Securities | 656 | 942 | ||||||
Dividends on Federal Home Loan Bank stock and other | 55 | 59 | ||||||
Total interest and dividend income | 3,599 | 3,987 | ||||||
Interest Expense | ||||||||
Deposits | 435 | 610 | ||||||
Other short term borrowings | 2 | 2 | ||||||
Federal Home Loan Bank advances | 152 | 179 | ||||||
Total interest expense | 589 | 791 | ||||||
Net Interest Income | 3,010 | 3,196 | ||||||
Provision (Credit) for Loan Losses | (141 | ) | 787 | |||||
Net Interest Income After Provision (Credit) for Loan Losses | 3,151 | 2,409 | ||||||
Noninterest Income | ||||||||
Gain on loan sales | 47 | 46 | ||||||
Trust Income | — | 92 | ||||||
Earnings on bank-owned life insurance | 73 | 73 | ||||||
Service fees, charges and other operating | 270 | 257 | ||||||
Total noninterest income | 390 | 468 | ||||||
Noninterest Expense | ||||||||
Salaries and employee benefits | 1,504 | 1,637 | ||||||
Net occupancy and equipment expense | 477 | 476 | ||||||
Federal deposit insurance premiums | 75 | 79 | ||||||
Franchise taxes | 100 | 101 | ||||||
Loss on sale of foreclosed assets held for sale | 3 | 13 | ||||||
Amortization of intangible assets | 23 | 23 | ||||||
Other | 551 | 456 | ||||||
Total noninterest expense | 2,733 | 2,785 | ||||||
Income Before Federal Income Taxes | 808 | 92 | ||||||
Provision (Benefit) for Federal Income Taxes | 230 | (60 | ) | |||||
Net Income | $ | 578 | $ | 152 | ||||
Other comprehensive loss: | ||||||||
Unrealized losses on available-for-sale securities | (322 | ) | (157 | ) | ||||
Tax benefit | 109 | 53 | ||||||
Other comprehensive loss | (213 | ) | (104 | ) | ||||
Total comprehensive income | $ | 365 | $ | 48 | ||||
Basic Earnings Per Share | $ | 0.20 | $ | 0.05 | ||||
Diluted Earnings Per Share | $ | 0.20 | $ | 0.05 | ||||
Dividends Per Share | $ | 0.07 | $ | 0.06 |
See accompanying notes to condensed consolidated financial statements. | 3 |
Wayne Savings Bancshares, Inc.
Condensed Consolidated Statements of Cash Flows
For the three months ended March 31, 2013 and 2012
(In thousands)
(Unaudited)
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
Operating Activities | ||||||||
Net income | $ | 578 | $ | 152 | ||||
Items not requiring (providing) cash | ||||||||
Depreciation and amortization | 148 | 134 | ||||||
Provision (Credit) for loan losses | (141 | ) | 787 | |||||
Amortization of premiums and discounts on securities | 472 | 510 | ||||||
Amortization of mortgage servicing rights | 6 | 17 | ||||||
Amortization of deferred loan origination fees | (25 | ) | (21 | ) | ||||
Amortization of intangible asset | 23 | 23 | ||||||
Increase in value of bank-owned life insurance | (70 | ) | (71 | ) | ||||
Amortization expense of stock benefit plan | 20 | 17 | ||||||
Loss on sale of foreclosed assets held for sale | 3 | 13 | ||||||
Net gains on sale of loans | (47 | ) | (46 | ) | ||||
Proceeds from sale of loans in the secondary market | 4,402 | 1,374 | ||||||
Origination of loans for sale in the secondary market | (4,355 | ) | (1,328 | ) | ||||
Deferred income taxes | 176 | 104 | ||||||
Changes in | ||||||||
Accrued interest receivable | (192 | ) | (233 | ) | ||||
Prepaid federal deposit insurance premiums | 76 | 73 | ||||||
Other assets | (297 | ) | (531 | ) | ||||
Interest payable and other liabilities | (86 | ) | (502 | ) | ||||
Net cash provided by operating activities | 691 | 472 | ||||||
Investing Activities | ||||||||
Purchases of available-for-sale securities | (10,902 | ) | (13,885 | ) | ||||
Purchase of held-to-maturity securities | (1,610 | ) | — | |||||
Proceeds from maturities and paydowns of available-for-sale securities | 11,404 | 11,182 | ||||||
Proceeds from maturities and paydowns of held-to-maturity securities | 20 | 13 | ||||||
Net change in loans | 1,105 | (125 | ) | |||||
Purchase of bank-owned life insurance | — | (1,243 | ) | |||||
Purchase of premises and equipment | (74 | ) | (74 | ) | ||||
Proceeds from the sale of foreclosed assets | 122 | 1,165 | ||||||
Net cash provided by (used in) investing activities | $ | 65 | $ | (2,967 | ) |
See accompanying notes to condensed consolidated financial statements. | 4 |
Wayne Savings Bancshares, Inc.
Condensed Consolidated Statements of Cash Flows (continued)
For the three months ended March 31, 2013 and 2012
(In thousands)
(Unaudited)
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
Financing Activities | ||||||||
Net change in deposits | $ | (1,034 | ) | $ | (1,964 | ) | ||
Net change in other short-term borrowings | (1,102 | ) | 1,619 | |||||
Proceeds from Federal Home Loan Bank and Federal Reserve advances | 1,030 | 10 | ||||||
Repayments of Federal Home Loan Bank and Federal Reserve advances | (1,000 | ) | 20 | |||||
Advances by borrowers for taxes and insurance | (414 | ) | (333 | ) | ||||
Dividends on common stock | (203 | ) | (176 | ) | ||||
Treasury stock purchases | (126 | ) | — | |||||
Net cash used in by financing activities | (2,849 | ) | (824 | ) | ||||
Decrease in Cash and Cash Equivalents | (2,093 | ) | (3,319 | ) | ||||
Cash and Cash equivalents, Beginning of period | 12,055 | 19,816 | ||||||
Cash and Cash equivalents, End of period | $ | 9,962 | $ | 16,497 | ||||
Supplemental Cash Flows Information | ||||||||
Interest paid on deposits and borrowings | $ | 586 | $ | 788 | ||||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||||||||
Recognition of mortgage servicing rights | $ | 44 | $ | 13 | ||||
Dividends payable | $ | 206 | $ | 180 |
See accompanying notes to condensed consolidated financial statements. | 5 |
Wayne Savings Bancshares, Inc.
Notes to Condensed Consolidated Financial Statements
Note 1: Basis of Presentation
The accompanying unaudited condensed consolidated financial statements as of March 31, 2013 and for the three months ended March 31, 2013 and 2012, were prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. Accordingly, these condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Wayne Savings Bancshares, Inc. (the “Company”) included in the Annual Report on Form 10-K for the year ended December 31, 2012. Reference is made to the accounting policies of the Company described in the Notes to the Consolidated Financial Statements contained in its Annual Report on Form 10-K.
In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary for a fair presentation of the unaudited financial statements have been included. The results of operations for the three months ended March 31, 2013, are not necessarily indicative of the results which may be expected for the full year. The condensed consolidated balance sheet of the Company as of December 31, 2012, has been derived from the consolidated balance sheet of the Company as of that date.
Critical Accounting Policies – The Company’s critical accounting policies relate to the allowance for loan losses and goodwill. The Company has established a systematic method of periodically reviewing the credit quality of the loan portfolio in order to establish a sufficient allowance for loan losses. The allowance for loan losses is based on management’s current judgments about the credit quality of individual loans and segments of the loan portfolio. The allowance for loan losses is established through a provision, and considers all known internal and external factors that affect loan collectibility as of the reporting date. Such evaluation, which includes a review of all loans on which full collectibility may not be reasonably assured, considers among other matters, the estimated net realizable value or the fair value of the underlying collateral, economic conditions, historical loan loss experience, management’s knowledge of inherent risks in the portfolio that are probable and reasonably estimable and other factors that warrant recognition in providing an appropriate loan loss allowance. Management has discussed the development and selection of this critical accounting policy with the audit committee of the Board of Directors. The Company recorded all assets and liabilities acquired in prior purchase acquisitions, including goodwill and other intangibles, at fair value as required. Goodwill is subject, at a minimum, to annual tests for impairment. Other intangible assets are amortized over their estimated useful lives using the straight-line method, and are subject to impairment if events or circumstances indicate a possible inability to realize the carrying amount. The initial goodwill and other intangibles recorded and subsequent impairment analysis requires management to make subjective judgments concerning estimates of how the acquired asset will perform in the future. Events and factors that may significantly affect the estimates include, among others, customer attrition, changes in revenue growth trends, specific industry conditions and changes in competition.
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
6 |
Index Wayne Savings Bancshares, Inc. |
Note 2: Principles of Consolidation
The accompanying condensed consolidated financial statements include Wayne Savings Bancshares, Inc. and the Company’s wholly-owned subsidiary, Wayne Savings Community Bank (“Wayne Savings” or the “Bank”).
Wayne Savings has eleven full-service offices in Wayne, Holmes, Ashland, Medina and Stark counties. All significant intercompany transactions and balances have been eliminated in the consolidation.
Note 3: Securities
The amortized cost and approximate fair values, together with gross unrealized gains and losses, of securities are as follows:
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Approximate Fair Value | |||||||||||||
(In thousands) | ||||||||||||||||
Available-for-sale securities | ||||||||||||||||
March 31, 2013: | ||||||||||||||||
U.S. government agencies | $ | 149 | $ | 1 | $ | — | $ | 150 | ||||||||
Mortgage-backed securities of government sponsored entities | 83,839 | 1,873 | 130 | 85,582 | ||||||||||||
Private-label collateralized mortgage obligations | 968 | 34 | 1,002 | |||||||||||||
State and political subdivisions | 22,096 | 1,419 | 21 | 23,494 | ||||||||||||
Totals | $ | 107,052 | $ | 3,327 | $ | 151 | $ | 110,228 |
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Approximate Fair Value | |||||||||||||
Available-for-sale securities | (In thousands) | |||||||||||||||
December 31, 2012: | ||||||||||||||||
U.S. government agencies | $ | 155 | $ | 1 | $ | 1 | $ | 155 | ||||||||
Mortgage-backed securities of government sponsored entities | 83,956 | 1,979 | 105 | 85,830 | ||||||||||||
Private-label collateralized mortgage obligations | 1,067 | 39 | — | 1,106 | ||||||||||||
State and political subdivisions | 22,842 | 1,587 | 2 | 24,427 | ||||||||||||
Totals | $ | 108,020 | $ | 3,606 | $ | 108 | $ | 111,518 |
7 |
Index Wayne Savings Bancshares, Inc. |
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Approximate Fair Value | |||||||||||||
(In thousands) | ||||||||||||||||
Held-to-maturity Securities: | ||||||||||||||||
March 31, 2013: | ||||||||||||||||
U.S. government agencies | $ | 123 | $ | 1 | $ | — | $ | 124 | ||||||||
Mortgage-backed securities of government sponsored entities | 1,454 | 52 | — | 1,506 | ||||||||||||
State and political subdivisions | 3,756 | — | 75 | 3,681 | ||||||||||||
Totals | $ | 5,333 | $ | 53 | $ | 75 | $ | 5,311 |
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Approximate Fair Value | |||||||||||||
Held-to-maturity Securities: | (In thousands) | |||||||||||||||
December 31, 2012: | ||||||||||||||||
U.S. government agencies | $ | 130 | $ | 1 | $ | — | $ | 131 | ||||||||
Mortgage-backed securities of government sponsored entities | 1,469 | 45 | — | 1,514 | ||||||||||||
State and political subdivisions | 2,149 | — | 54 | 2,095 | ||||||||||||
Totals | $ | 3,748 | $ | 46 | $ | 54 | $ | 3,740 |
8 |
Index Wayne Savings Bancshares, Inc. |
Amortized cost and fair value of available-for-sale securities and held-to-maturity securities at March 31, 2013 by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
Available-for-sale | Held-to-maturity | |||||||||||||||
Amortized cost | Fair Value | Amortized cost | Fair Value | |||||||||||||
(In thousands) | ||||||||||||||||
One to five years | $ | 2,784 | $ | 2,981 | $ | — | $ | — | ||||||||
Five to ten years | 4,432 | 4,675 | 2,034 | 2,021 | ||||||||||||
After ten years | 15,029 | 15,988 | 1,845 | 1,784 | ||||||||||||
22,245 | 23,644 | 3,879 | 3,805 | |||||||||||||
Mortgage-backed securities of government sponsored entities | 83,839 | 85,582 | 1,454 | 1,506 | ||||||||||||
Private-label collateralized mortgage obligations | 968 | 1,002 | — | — | ||||||||||||
Totals | $ | 107,052 | $ | 110,228 | $ | 5,333 | $ | 5,311 |
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $54.5 million and $60.4 million at March 31, 2013 and December 31, 2012, respectively.
Certain investments in debt securities are reported in the financial statements at an amount less than their historical cost. The total fair value of these investments at March 31, 2013 and December 31, 2012, was $22.5 million and $19.0 million, which represented approximately 20% and 17%, respectively, of the Company’s aggregate amortized cost of the available-for-sale and held-to-maturity investment portfolios. These declines resulted primarily from changes in market interest rates.
Based on an evaluation of available evidence, including recent changes in market interest rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these securities are temporary at March 31, 2013.
Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified.
The following table shows the gross unrealized losses and fair value of the Company’s investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.
9 |
Index Wayne Savings Bancshares, Inc. |
March 31, 2013 | ||||||||||||||||||||||||
Less than 12 Months | More than 12 Months | Total | ||||||||||||||||||||||
Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Mortgage-backed securities of government sponsored entities | $ | 18,136 | $ | 130 | $ | — | $ | — | $ | 18,136 | $ | 130 | ||||||||||||
State and political subdivisions | 4,400 | 96 | — | — | 4,400 | 96 | ||||||||||||||||||
Total temporarily impaired securities | $ | 22,536 | $ | 226 | $ | — | $ | — | $ | 22,536 | $ | 226 |
December 31, 2012 | ||||||||||||||||||||||||
Less than 12 Months | More than 12 Months | Total | ||||||||||||||||||||||
Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
U.S. government agencies | $ | — | $ | — | $ | 66 | $ | 1 | $ | 66 | $ | 1 | ||||||||||||
Mortgage-backed securities of government sponsored entities | 13,636 | 83 | 2,107 | 22 | 15,743 | 105 | ||||||||||||||||||
State and political subdivisions | 3,162 | 56 | — | — | 3,162 | 56 | ||||||||||||||||||
Total temporarily impaired securities | $ | 16,798 | $ | 139 | $ | 2,173 | $ | 23 | $ | 18,971 | $ | 162 |
Note 4: Credit Quality of Loans and the Allowance for Loan Losses
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income, charge-offs, the allowance for loan losses, any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans.
For loans amortized at cost, interest income is accrued based on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, as well as premiums and discounts, are deferred and amortized as a level yield adjustment over the respective term of the loan.
10 |
Index Wayne Savings Bancshares, Inc. |
The accrual of interest on mortgage and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well secured and in process of collection. Past due status is determined based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.
All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current for a period of six months and future payments are reasonably assured.
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.
The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Company’s internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent. Large groups of smaller balance homogenous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment measurements, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.
11 |
Index Wayne Savings Bancshares, Inc. |
The risk characteristics of each portfolio segment are as follows:
Residential Real Estate Loans
For residential mortgage loans that are secured by one-to-four family residences and are generally owner occupied, the Company generally establishes a maximum loan-to-value ratio and requires private mortgage insurance if that ratio is exceeded. Home equity loans are typically secured by a subordinate interest in one-to-four family residences. Repayment can also be impacted by changes in property values on residential properties. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.
All Other Mortgage Loans
All other mortgage loans consist of residential construction loans, nonresidential real estate loans, land loans and multi-family real estate loans.
Residential construction loan proceeds are disbursed in increments as construction progresses and as inspections warrant. Construction loans are typically structured as permanent one-to-four family loans originated by the Company with a 12-month construction phase. Accordingly, upon completion of the construction phase, there is no change in interest rate or term to maturity of the original construction loan, nor is a new permanent loan originated. These loans are generally owner occupied and the Company generally establishes a maximum loan-to-value ratio and requires private mortgage insurance if that ratio is exceeded.
Nonresidential real estate loans are negotiated on a case by case basis. Loans secured by nonresidential real estate generally involve a greater degree of risk than one-to-four family residential mortgage loans and carry larger loan balances. This increased credit risk is a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income producing properties, and the increased difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by nonresidential real estate is typically dependent upon the successful operation of the related real estate project. If the cash flow from the project is reduced, the borrower’s ability to repay the loan may be impaired.
The Company also originates a limited number of land loans secured by individual improved and unimproved lots for future residential construction. In addition, the Company originates loans to commercial customers with land held as the collateral.
Multi-family real estate loans generally involve a greater degree of credit risk than one-to-four family residential mortgage loans and carry larger loan balances. This increased credit risk is a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income-producing properties, and the increased difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by multi-family real estate is typically dependent upon the successful operation of the related real estate property. If the cash flow from the project is reduced, the borrower’s ability to repay the loan may be impaired.
12 |
Index Wayne Savings Bancshares, Inc. |
Commercial Business Loans
Commercial business loans carry a higher degree of risk than one-to-four family residential loans. Such lending typically involves large loan balances concentrated in a single borrower or groups of related borrowers for rental or business properties. In addition, the payment experience on loans secured by income-producing properties is typically dependent on the success of the operation of the related project and thus is typically affected by adverse conditions in the real estate market and in the economy. The Company originates commercial loans generally in the $50,000 to $1,000,000 range with the majority of these loans being under $500,000. Commercial loans are generally underwritten based on the borrower’s ability to pay and assets such as buildings, land and equipment are taken as additional loan collateral. Each loan is evaluated for a level of risk and assigned a rating from “1” (the highest quality rating) to “7” (the lowest quality rating).
Consumer Loans
Consumer loans entail greater credit risk than residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by assets that depreciate rapidly, such as automobiles, mobile homes, boats, and recreational vehicles. In such cases, repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan and the remaining deficiency often does not warrant further substantial collection efforts against the borrower. In particular, amounts realizable on the sale of repossessed automobiles may be significantly reduced based upon the condition of the automobiles and the lack of demand for used automobiles.
The following presents by portfolio segment, the activity in the allowance for loan losses for the three months ended March 31, 2013 and 2012:
Three months ended March 31, 2013 | One-to-four family residential | All other mortgage loans | Commercial business loans | Consumer loans | Total | |||||||||||||||
(In thousands) | ||||||||||||||||||||
Beginning balance | $ | 1,122 | $ | 1,925 | $ | 275 | $ | 6 | $ | 3,328 | ||||||||||
Provision (credit) charged to expense | (61 | ) | (18 | ) | (63 | ) | 1 | (141 | ) | |||||||||||
Losses charged off | (34 | ) | (176 | ) | — | (2 | ) | (212 | ) | |||||||||||
Recoveries | — | — | 1 | 1 | 2 | |||||||||||||||
Ending balance | $ | 1,027 | $ | 1,731 | $ | 213 | $ | 6 | $ | 2,977 |
Three months ended March 31, 2012 | One-to-four family residential | All other mortgage loans | Commercial business loans | Consumer loans | Total | |||||||||||||||
(In thousands) | ||||||||||||||||||||
Beginning balance | $ | 1,128 | $ | 2,547 | $ | 169 | $ | 10 | $ | 3,854 | ||||||||||
Provision charged to expense | 185 | 598 | 5 | (1 | ) | 787 | ||||||||||||||
Losses charged off | (65 | ) | (5 | ) | — | — | (70 | ) | ||||||||||||
Recoveries | 3 | — | — | — | 3 | |||||||||||||||
Ending balance | $ | 1,251 | $ | 3,140 | $ | 174 | $ | 9 | $ | 4,574 |
13 |
Index Wayne Savings Bancshares, Inc. |
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on the portfolio segment and impairment method as of March 31, 2013 and December 31, 2012:
March 31, 2013 | One-to-four family residential | All other mortgage loans | Commercial business loans | Consumer loans | Total | |||||||||||||||
Allowance Balances: | (In thousands) | |||||||||||||||||||
Ending balance: | ||||||||||||||||||||
Individually evaluated for impairment | $ | 232 | $ | 950 | $ | 87 | $ | — | $ | 1,269 | ||||||||||
Collectively evaluated for impairment | 795 | 781 | 126 | 6 | 1,708 | |||||||||||||||
Total allowance for loan losses | $ | 1,027 | $ | 1,731 | $ | 213 | $ | 6 | $ | 2,977 | ||||||||||
Loan Balances: | ||||||||||||||||||||
Ending balance: | ||||||||||||||||||||
Individually evaluated for impairment | $ | 7,009 | $ | 5,230 | $ | 171 | $ | — | $ | 12,410 | ||||||||||
Collectively evaluated for impairment | 154,697 | 73,796 | 10,536 | 1,409 | 240,438 | |||||||||||||||
Total balance | $ | 161,706 | $ | 79,026 | $ | 10,707 | $ | 1,409 | $ | 252,848 |
December 31, 2012 | One-to-four family residential | All other mortgage loans | Commercial business loans | Consumer loans | Total | |||||||||||||||
Allowance Balances: | (In thousands) | |||||||||||||||||||
Ending balance: | ||||||||||||||||||||
Individually evaluated for impairment | $ | 248 | $ | 1,074 | $ | 100 | $ | — | $ | 1,422 | ||||||||||
Collectively evaluated for impairment | 874 | 851 | 175 | 6 | 1,906 | |||||||||||||||
Total allowance for loan losses | $ | 1,122 | $ | 1,925 | $ | 275 | $ | 6 | $ | 3,328 | ||||||||||
Loan Balances: | ||||||||||||||||||||
Ending balance: | ||||||||||||||||||||
Individually evaluated for impairment | $ | 6,878 | $ | 5,837 | $ | 185 | $ | — | $ | 12,900 | ||||||||||
Collectively evaluated for impairment | 154,032 | 71,884 | 14,060 | 1,517 | 241,493 | |||||||||||||||
Total balance | $ | 160,910 | $ | 77,721 | $ | 14,245 | $ | 1,517 | $ | 254,393 |
Total loans in the above tables do not include deferred loan origination fees of $610,000 and $569,000 or loans in process of $2.4 million and $2.6 million, respectively, for March 31, 2013 and December 31, 2012.
14 |
Index Wayne Savings Bancshares, Inc. |
The following tables present the credit risk profile of the Bank’s loan portfolio based on rating category and payment activity as of March 31, 2013 and December 31, 2012:
March 31, 2013 | One-to-four family residential | All other mortgage loans | Commercial business loans | Consumer loans | ||||||||||||
(In thousands) | ||||||||||||||||
Rating * | ||||||||||||||||
Pass (Risk 1-4) | $ | 152,244 | $ | 71,363 | $ | 10,512 | $ | 1,407 | ||||||||
Special Mention (Risk 5) | 700 | 2,433 | 24 | — | ||||||||||||
Substandard (Risk 6) | 8,762 | 5,230 | 171 | 2 | ||||||||||||
Total | $ | 161,706 | $ | 79,026 | $ | 10,707 | $ | 1,409 |
December 31, 2012 | One-to-four family residential | All other mortgage loans | Commercial business loans | Consumer loans | ||||||||||||
(In thousands) | ||||||||||||||||
Rating * | ||||||||||||||||
Pass (Risk 1-4) | $ | 151,749 | $ | 68,949 | $ | 14,034 | $ | 1,513 | ||||||||
Special Mention (Risk 5) | 708 | 2,934 | 26 | — | ||||||||||||
Substandard (Risk 6) | 8,453 | 5,838 | 185 | 4 | ||||||||||||
Total | $ | 160,910 | $ | 77,721 | $ | 14,245 | $ | 1,517 |
* Ratings are generally assigned to consumer and residential mortgage loans on a “pass” or “fail” basis, where “fail” results in a substandard classification. Commercial loans, both secured by real estate or other assets or unsecured, are analyzed in accordance with an analytical matrix codified in the Bank’s loan policy that produces a risk rating as described below.
Risk 1 is unquestioned credit quality for any credit product. Loans are secured by cash and near cash collateral with immediate access to proceeds.
Risk 2 is very low risk with strong credit and repayment sources. Borrower is well capitalized in a stable industry, financial ratios exceed peers and financial trends are positive.
Risk 3 is very favorable risk with highly adequate credit strength and repayment sources. Borrower has good overall financial condition and adequate capitalization.
Risk 4 is acceptable, average risk with adequate credit strength and repayment sources. Collateral positions must be within Bank policies.
Risk 5 or “Special Mention,” also known as “watch,” has potential weakness that deserves Management’s close attention. This risk includes loans where the borrower has developed financial uncertainties or the borrower is resolving the financial uncertainties. Bank credits have been secured or negotiations will be ongoing to secure further collateral.
Risk 6 or “Substandard” loans are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged. This risk category contains loans that exhibit a weakening of the borrower’s credit strength with limited credit access and all non-performing loans.
Risk 7 or “Doubtful” loans are significantly under protected by the current net worth and paying capacity of the borrower or of the collateral pledged. This risk category contains loans that are likely to experience a loss of some magnitude, but where the amount of the expected loss is not known with enough certainty to allow for an accurate calculation of a loss amount for charge- off. This category is considered to be temporary until a charge-off amount can be reasonably determined.
15 |
Index Wayne Savings Bancshares, Inc. |
The following tables present the Bank’s loan portfolio aging analysis for March 31, 2013 and December 31, 2012:
March 31, 2013 | 30-59 Days Past Due | 60-89 Days Past Due | Greater Than 90 Days | Total Past Due | Current | Total Loans Receivable | Total Loans > 90 Days and Accruing | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
One-to-four family residential loans | $ | 207 | $ | 234 | $ | 981 | $ | 1,422 | $ | 160,284 | $ | 161,706 | $ | — | ||||||||||||||
All other mortgage loans | — | — | 1,129 | 1,129 | 77,897 | 79,026 | — | |||||||||||||||||||||
Commercial business loans | — | — | — | — | 10,707 | 10,707 | — | |||||||||||||||||||||
Consumer loans | 2 | — | — | 2 | 1,407 | 1,409 | — | |||||||||||||||||||||
Total | $ | 209 | $ | 234 | $ | 2,110 | $ | 2,553 | $ | 250,295 | $ | 252,848 | $ | — |
December 31, 2012 | 30-59 Days Past Due | 60-89 Days Past Due | Greater Than 90 Days | Total Past Due | Current | Total Loans Receivable | Total Loans > 90 Days and Accruing | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
One-to-four family residential loans | $ | 1,049 | $ | 339 | $ | 1,190 | $ | 2,578 | $ | 158,332 | $ | 160,910 | $ | — | ||||||||||||||
All other mortgage loans | 1,544 | — | 1,309 | 2,853 | 74,868 | 77,721 | — | |||||||||||||||||||||
Commercial business loans | — | — | — | — | 14,245 | 14,245 | — | |||||||||||||||||||||
Consumer loans | 1 | 2 | 2 | 5 | 1,512 | 1,517 | — | |||||||||||||||||||||
Total | $ | 2,594 | $ | 341 | $ | 2,501 | $ | 5,436 | $ | 248,957 | $ | 254,393 | $ | — |
16 |
Index Wayne Savings Bancshares, Inc. |
Non-accrual loans were comprised of the following at:
Non-accrual loans | March 31, 2013 | December 31, 2012 | ||||||
(In thousands) | ||||||||
One-to-four family residential loans | $ | 2,377 | $ | 2,097 | ||||
Nonresidential real estate loans | 2,903 | 3,123 | ||||||
All other mortgage loans | — | — | ||||||
Commercial business loans | 30 | 32 | ||||||
Consumer loans | 2 | 4 | ||||||
Total | $ | 5,312 | $ | 5,256 |
A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16), when based on current information and events, it is probable the Bank will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. Information with respect to the Company’s impaired loans at March 31, 2013 and December 31, 2012 in combination with activity for the three months ended March 31, 2013 and 2012 is presented below:
As of March 31, 2013 | Three months ended March 31, 2013 | |||||||||||||||||||
Recorded Balance | Unpaid Principal Balance | Specific Allowance | Average Investment in Impaired Loans | Interest Income Recognized | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Loans without a specific valuation allowance | ||||||||||||||||||||
One-to-four family residential loans | $ | 5,653 | $ | 5,653 | $ | — | $ | 5,620 | $ | 78 | ||||||||||
All other mortgage loans | 2,375 | 2,375 | — | 2,578 | 29 | |||||||||||||||
Commercial business loans | 84 | 87 | — | 85 | 1 | |||||||||||||||
Loans with a specific valuation allowance | ||||||||||||||||||||
One-to-four family residential loans | 1,356 | 1,356 | 232 | 1,324 | 13 | |||||||||||||||
All other mortgage loans | 2,855 | 3,627 | 950 | 2,956 | 9 | |||||||||||||||
Commercial business loans | 87 | 87 | 87 | 94 | 1 | |||||||||||||||
Total: | ||||||||||||||||||||
One-to-four family residential loans | $ | 7,009 | $ | 7,009 | $ | 232 | $ | 6,944 | $ | 91 | ||||||||||
All other mortgage loans | 5,230 | 6,002 | 950 | 5,534 | 38 | |||||||||||||||
Commercial business loans | 171 | 174 | 87 | 178 | 2 | |||||||||||||||
$ | 12,410 | $ | 13,185 | $ | 1,269 | $ | 12,655 | $ | 131 |
17 |
Index Wayne Savings Bancshares, Inc. |
As of December 31, 2012 | Three months ended March 31, 2012 | |||||||||||||||||||
Recorded Balance | Unpaid Principal Balance | Specific Allowance | Average Investment in Impaired Loans | Interest Income Recognized | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Loans without a specific valuation allowance | ||||||||||||||||||||
One-to-four family residential loans | $ | 5,587 | $ | 5,587 | $ | — | $ | 3,232 | $ | 39 | ||||||||||
All other mortgage loans | 2,781 | 2,781 | — | 1,923 | 27 | |||||||||||||||
Commercial business loans | 85 | 85 | — | — | — | |||||||||||||||
Loans with a specific valuation allowance | ||||||||||||||||||||
One-to-four family residential loans | 1,291 | 1,291 | 248 | 821 | 25 | |||||||||||||||
All other mortgage loans | 3,056 | 3,652 | 1,074 | 5,248 | 20 | |||||||||||||||
Commercial business loans | 100 | 100 | 100 | 71 | — | |||||||||||||||
Total: | ||||||||||||||||||||
One-to-four family residential loans | $ | 6,878 | $ | 6,878 | $ | 248 | $ | 4,053 | $ | 64 | ||||||||||
All other mortgage loans | 5,837 | 6,433 | 1,074 | 7,171 | 47 | |||||||||||||||
Commercial business loans | 185 | 185 | 100 | 71 | — | |||||||||||||||
$ | 12,900 | $ | 13,496 | $ | 1,422 | $ | 11,295 | $ | 111 |
The interest income recognized in the above tables reflects interest income recognized and is not materially different from the cash basis method.
All the TDR classifications listed below occurred as concessions were granted to borrowers experiencing financial difficulties. In 2013, the concessions made to the borrowers included both a reduction in the stated interest rate below the market rate of similar debt and an extension of the maturity date. The TDR classifications which occurred in the March 31, 2012 period were both due to an effective interest rate below the market interest rate of similar debt. Each TDR has been individually evaluated for impairment with the appropriate specific valuation allowance included in the allowance for loan losses calculation. There were no TDR classifications which defaulted during the three month periods ended March 31, 2013 and 2012. The Company considers TDRs that become 90 days or more past due under modified terms as subsequently defaulted.
Quarter-to-Date | ||||||||||
Troubled Debt Restructurings | Number of loans | Pre-modification Unpaid Principal Balance | Post-modification Unpaid Principal Balance | |||||||
(dollars in thousands) | ||||||||||
March 31, 2013 | ||||||||||
One-to-four family residential loans | 1 | $ | 113 | $ | 113 | |||||
All other mortgage loans | 1 | 576 | 576 | |||||||
March 31, 2012 | ||||||||||
One-to-four family residential loans | 2 | $ | 538 | $ | 538 |
18 |
Index Wayne Savings Bancshares, Inc. |
Note 5: Goodwill and Intangible Assets
The composition of goodwill and other intangible assets, all of which is core deposit intangible, at March 31, 2013 and December 31, 2012:
March 31, 2013 | December 31, 2012 | |||||||
(In thousands) | ||||||||
Goodwill | $ | 1,719 | $ | 1,719 | ||||
Other intangible assets – gross | 974 | 974 | ||||||
Other intangible assets – amortization | (869 | ) | (846 | ) | ||||
Total | $ | 1,824 | $ | 1,847 |
The Company recorded amortization relative to intangible assets totaling $23,000 for both of the three month periods ended March 31, 2013, and 2012 respectively. The Company anticipates $91,000 of amortization for 2013 and $37,000 for 2014. Such amortization is derived using the straight line method for the core deposit asset over ten years. Pursuant to FASB ASC 350, the Company is required to annually test goodwill and other intangible assets for impairment. The Company’s testing of goodwill and other intangible assets at November 30, 2012 indicated there was no impairment in the carrying value of these assets.
Note 6: Earnings Per Share
Basic earnings per common share is computed based upon the weighted-average number of common shares outstanding during the period, less shares in the Company’s Employee Stock Ownership Plan (“ESOP”) that are unallocated and not committed to be released. Diluted earnings per common share include the dilutive effect of all additional potential common shares issuable under the Company’s stock option plan. The computations are as follows:
Three months ended March 31, | ||||||||
2013 | 2012 | |||||||
Weighted-average common shares outstanding (basic) | 2,902,644 | 2,938,660 | ||||||
Dilutive effect of assumed exercise of stock options | — | — | ||||||
Weighted-average common shares outstanding (diluted) | 2,902,644 | 2,938,660 |
19 |
Index Wayne Savings Bancshares, Inc. |
None of the outstanding options were included in the diluted earnings per share calculation for the three months ended March 31, 2013 and 2012, as the average fair value of the shares was less than the option exercise prices.
Note 7: Stock Option Plan
In fiscal 2004, the Company adopted a Stock Option Plan that provided for the issuance of 142,857 incentive options and 61,224 non-incentive options with respect to authorized common stock. As of March 31, 2013, all options under the 2004 Plan have been granted and (excluding forfeited options), are subject to exercise at the discretion of the grantees, and will expire in August of 2013 unless otherwise exercised or forfeited. The Company accounts for the stock option plan in accordance with the provisions of FASB ASC 718-10. FASB ASC 718-10 requires the recognition of compensation expense related to stock option awards based on the fair value of the option award at the grant date. Compensation cost is then recognized over the vesting period. There were no options granted during the three months ended March 31, 2013 and 2012. There was no compensation expense recognized for the stock option plan during the three months ended March 31, 2013 and 2012, as all options were fully vested prior to these periods.
A summary of the status of the Company’s stock option plan as of and for the three months ended March 31, 2013, and for the year ended December 31, 2012 is presented below:
Three months ended March 31, 2013 | Year ended December 31, 2012 | |||||||||||||||
Shares | Weighted average exercise price | Shares | Weighted average exercise price | |||||||||||||
Outstanding at beginning of period | 58,908 | $ | 13.95 | 63,408 | $ | 13.95 | ||||||||||
Granted | — | — | — | — | ||||||||||||
Exercised | — | — | — | — | ||||||||||||
Forfeited | 17,704 | $ | 13.95 | 4,500 | $ | 13.95 | ||||||||||
Outstanding at end of period | 41,204 | $ | 13.95 | 58,908 | $ | 13.95 | ||||||||||
Options exercisable at period-end | 41,204 | $ | 13.95 | 58,908 | $ | 13.95 |
The following information applies to options outstanding at March 31, 2013:
Number outstanding | 41,204 | |||
Exercise price on all remaining options outstanding | $ | 13.95 | ||
Weighted-average remaining contractual life | .42 years |
20 |
Index Wayne Savings Bancshares, Inc. |
Note 8: Regulatory Matters
The Bank 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 effect on the Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Furthermore the Bank’s regulators could require adjustments to regulatory capital not reflected in these financial statements.
The Bank must give notice to the Federal Reserve Bank of Cleveland prior to declaring a dividend to the Company and is subject to existing regulatory guidance where, in general, a dividend is permissible without regulatory approval if the institution is considered to be “well capitalized” and the dividend does not exceed current year to date net income plus the change in retained earnings for the previous two calendar years.
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of Tier I capital to average assets, of Tier 1 capital to risk-weighted assets, and of Total Risk-based capital to risk-weighted assets, all as defined in the regulations. Management believes, as of March 31, 2013, that the Bank met all capital adequacy requirements to which it is subject.
As of March 31, 2013, based on the computations for the call report the Bank is classified as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, the Bank must maintain capital ratios as set forth in the table below. There are no conditions or events since March 31, 2013 that management believes have changed the Bank’s capital classification.
The Bank’s actual capital amounts and ratios as of March 31, 2013 and December 31, 2012 are presented in the following table.
Actual | For Capital Adequacy Purposes | To Be well Capitalized Under Prompt Corrective Action Provisions | ||||||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||
As of March 31, 2013 | ||||||||||||||||||||||||
Tier I Capital to average assets | $ | 35,223 | 8.8 | % | $ | 15,969 | 4.0 | % | $ | 19,961 | 5.0 | % | ||||||||||||
Tier I Capital to risk weighted assets | 35,223 | 14.9 | % | 9,473 | 4.0 | % | 14,210 | 6.0 | % | |||||||||||||||
Total Risk-based capital to risk-weighted assets | 38,184 | 16.1 | % | 18,947 | 8.0 | % | 23,683 | 10.0 | % | |||||||||||||||
As of December 31, 2012 | ||||||||||||||||||||||||
Tier I Capital to average assets | $ | 34,774 | 8.7 | % | $ | 16,069 | 4.0 | % | $ | 20,086 | 5.0 | % | ||||||||||||
Tier I Capital to risk weighted assets | 34,774 | 14.7 | % | 9,458 | 4.0 | % | 14,187 | 6.0 | % | |||||||||||||||
Total Risk-based capital to risk-weighted assets | 37,734 | 16.0 | % | 18,916 | 8.0 | % | 23,644 | 10.0 | % |
21 |
Index Wayne Savings Bancshares, Inc. |
Note 9: Accumulated Other Comprehensive Income
The components of accumulated other comprehensive income, included in stockholders’ equity, are as follows:
Net Unrealized Gains on Available-for-sale Securities | Net Unrealized Loss for Unfunded Status of Split-dollar Life Insurance Plan Liability (tax-free) | Net Unrealized Loss for Unfunded Status of Defined Benefit Plan | Tax Effect | Total Accumulated Other Comprehensive Income | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
March 31, 2013 | $ | 3,175 | $ | (246 | ) | $ | (1,096 | ) | $ | (706 | ) | $ | 1,127 | |||||||
December 31, 2012 | $ | 3,498 | $ | (246 | ) | $ | (1,096 | ) | $ | (816 | ) | $ | 1,340 |
There were no amounts reclassified out of accumulated other comprehensive income during the three months ended March 31, 2013 or 2012.
Note 10: Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:
Level 1 | Quoted prices in active markets for identical assets or liabilities | |
Level 2 | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities | |
Level 3 | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities |
Recurring Measurements
Following is a description of the valuation methodologies used for assets measured at fair value on a recurring basis and recognized in the Company’s consolidated balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy.
22 |
Index Wayne Savings Bancshares, Inc. |
Available-for-sale Securities
Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independently sourced market parameters, including, but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in Level 2 of the valuation hierarchy.
The following table presents the fair value measurements of assets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2013 and December 31, 2012:
Fair Value Measurement Using | ||||||||||||||||
Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
(In thousands) | ||||||||||||||||
March 31, 2013 | ||||||||||||||||
U.S. government agencies | $ | 150 | $ | — | $ | 150 | $ | — | ||||||||
Mortgage-backed securities of government sponsored entities | 85,582 | — | 85,582 | — | ||||||||||||
Private-label collateralized mortgage obligations | 1,002 | — | 1,002 | — | ||||||||||||
State and political subdivisions | 23,494 | — | 23,494 | — | ||||||||||||
Fair Value Measurement Using | ||||||||||||||||
Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
(In thousands) | ||||||||||||||||
December 31, 2012 | ||||||||||||||||
U.S. government agencies | $ | 155 | $ | — | $ | 155 | $ | — | ||||||||
Mortgage-backed securities of government sponsored entities | 85,830 | — | 85,830 | — | ||||||||||||
Private-label collateralized mortgage obligations | 1,106 | — | 1,106 | — | ||||||||||||
State and political subdivisions | 24,427 | — | 24,427 | — |
23 |
Index Wayne Savings Bancshares, Inc. |
Nonrecurring Measurements
Certain assets may be required to be measured at fair value on a nonrecurring basis in periods subsequent to their initial recognition. These assets are not measured at fair value on an ongoing basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.
Collateral-dependent Impaired Loans, Net of ALLL
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral, less estimated cost to sell. Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy.
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value. Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the office of the Chief Financial Officer. Appraisals are reviewed for accuracy and consistency by the office of the Chief Financial Officer. Appraisers are selected from the list of approved appraisers maintained by management. The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral. These discounts and estimates are developed by the office of the Chief Financial Officer by comparison to historical results.
Foreclosed Assets Held for Sale
Foreclosed assets held for sale are carried at the lower of fair value at acquisition date or current estimated fair value, less estimated cost to sell when the real estate is acquired. Estimated fair value of real estate is based on appraisals or evaluations. Foreclosed assets held for sale are classified within Level 3 of the fair value hierarchy.
Appraisals of real estate are obtained when the real estate is acquired and subsequently as deemed necessary by the office of the Chief Financial Officer. Appraisals are reviewed for accuracy and consistency by the office of the Chief Financial Officer. Appraisers are selected from the list of approved appraisers maintained by management.
The following table presents the fair value measurements of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2013 and December 31, 2012.
24 |
Index Wayne Savings Bancshares, Inc. |
Fair Value Measurement Using | ||||||||||||||||
Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
(In thousands) | ||||||||||||||||
March 31, 2013 | ||||||||||||||||
Collateral-dependent impaired loans | $ | 344 | $ | — | $ | — | $ | 344 | ||||||||
December 31, 2012 | ||||||||||||||||
Collateral-dependent impaired loans | $ | 2,437 | $ | — | $ | — | $ | 2,437 | ||||||||
Foreclosed assets | 16 | — | — | 16 |
Unobservable (Level 3) Inputs
The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements in thousands.
March 31, 2013 | Fair Value | Valuation Technique | Unobservable Inputs | Range | ||||||||
Collateral-dependent impaired loans | $ | 344 | Market comparable properties | Selling Costs Sherriff's sale discount | 10%
37% | |||||||
December 31, 2012 | ||||||||||||
Collateral-dependent impaired loans | $ | 2,437 | Market comparable properties | Selling Costs | 10% | |||||||
Foreclosed assets | 16 | Market comparable properties | Selling Costs | 10% |
There were no changes in the inputs or methodologies used to determine fair value at March 31, 2013 as compared to December 31, 2012.
The following table presents estimated fair values of the Company’s financial instruments. The fair values of certain of these instruments were calculated by discounting expected cash flows, which involves significant judgments by management and uncertainties. Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, the Company does not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate.
25 |
Index Wayne Savings Bancshares, Inc. |
Fair Value Measurements Using | ||||||||||||||||
Carrying Amount | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
(In thousands) | ||||||||||||||||
March 31, 2013 | ||||||||||||||||
Financial assets | ||||||||||||||||
Cash and cash equivalents | $ | 9,962 | $ | 9,962 | $ | — | $ | — | ||||||||
Held-to-maturity securities | 5,333 | — | 5,311 | — | ||||||||||||
Loans, net of allowance for loan losses | 246,910 | — | — | 259,591 | ||||||||||||
Federal Home Loan Bank stock | 5,025 | — | 5,025 | — | ||||||||||||
Interest receivable | 1,420 | — | 1,420 | — | ||||||||||||
Financial liabilities | ||||||||||||||||
Deposits | 326,703 | — | 313,654 | — | ||||||||||||
Other short-term borrowings | 5,975 | — | 5,975 | — | ||||||||||||
Federal Home Loan Bank advances | 21,247 | — | 22,023 | — | ||||||||||||
Advances from borrowers for taxes and insurance | 655 | — | 655 | — | ||||||||||||
Interest payable | 54 | — | 54 | — |
26 |
Index Wayne Savings Bancshares, Inc. |
Fair Value Measurements Using | ||||||||||||||||
Carrying Amount | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
(In thousands) | ||||||||||||||||
December 31, 2012 | ||||||||||||||||
Financial assets | ||||||||||||||||
Cash and cash equivalents | $ | 12,055 | $ | 12,055 | $ | — | $ | — | ||||||||
Held-to-maturity securities | 3,748 | — | 3,740 | |||||||||||||
Loans, net of allowance for loan losses | 247,849 | — | — | 259,986 | ||||||||||||
Federal Home Loan Bank stock | 5,025 | — | 5,025 | — | ||||||||||||
Interest receivable | 1,228 | — | 1,228 | — | ||||||||||||
Financial liabilities | ||||||||||||||||
Deposits | 327,737 | — | 317,312 | — | ||||||||||||
Other short-term borrowings | 7,077 | — | 7,077 | — | ||||||||||||
Federal Home Loan Bank advances | 21,217 | — | 22,048 | — | ||||||||||||
Advances from borrowers for taxes and insurance | 1,069 | — | 1,069 | — | ||||||||||||
Interest payable | 51 | — | 51 | — |
The following methods and assumptions were used to estimate the fair value of each class of financial instruments.
Cash and Cash Equivalents, Interest Receivable and Federal Home Loan Bank Stock
The carrying amount approximates fair value.
Held-to-maturity securities
The fair value of held-to-maturity securities was estimated by using pricing models that contain market pricing and information, quoted prices of securities with similar characteristics or discounted cash flows that use credit adjusted discount rates.
27 |
Index Wayne Savings Bancshares, Inc. |
Loans
The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans with similar characteristics were aggregated for purposes of the calculations.
Deposits
Deposits include savings accounts, checking accounts and certain money market deposits. The carrying amount approximates fair value. The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.
Interest Payable, Other Short-Term Borrowings and Advances From Borrowers for Taxes and Insurance
The carrying amount approximates fair value.
Federal Home Loan Bank Advances
Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt.
Commitments to Originate Loans, Letters of Credit and Lines of Credit
The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. Fair values of commitments were not material at March 31, 2013 and December 31, 2012.
Note 11: Recent Accounting Developments
FASB ASU 2013-02, Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2013-02, issued in February 2013 requires the Company to provide information about the amounts reclassified out of accumulated other comprehensive income by component. These amendments are effective prospectively for reporting periods beginning after December 15, 2012, and early adoption is permitted. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
FASB ASU 2013-04, Liabilities (Topic 405), Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date in Accounting Standards Update No. 2013-04, issued in February 2013 requires the Company to measure and report on obligations resulting from joint and several liability. This includes the amount the Company has agreed to pay on the basis of its arrangement among its co-obligors, and any additional amount the Company expects to pay on behalf of its co-obligors. The amendments in this update, should be applied retrospectively, and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and early adoption is permitted. This standard is not expected to have a material impact on the Company’s consolidated financial statements.
28 |
Index Wayne Savings Bancshares, Inc. |
FASB ASU 2013-07, Presentation of Financial Statements (Topic 205), Liquidation Basis of Accounting, in Accounting Standards Update No. 2013-07, issued in April 2013 requires the Company to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. This standard requires the Company to present relevant information about its expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The amendments in this update, are to be applied prospectively, and are effective for annual reporting periods, and interim reporting periods therein, beginning after December 15, 2013 for those entities that determine liquidation is imminent, and early adoption is permitted. This standard is not expected to have any impact on the Company’s consolidated financial statements.
Note 12: Transfer and Assumption Agreement
On November 15, 2012, the Bank completed a Transfer and Assumption Agreement with Thomasville National Bank (“TNB”), the national bank subsidiary of Thomasville Bancshares, Inc. headquartered in Thomasville, Georgia. The agreement provided for the transfer of the Bank’s trust business to TNB.
Under terms of the agreement, TNB maintains a trust office at a Wayne Savings office in Wooster, Ohio. The Bank and TNB entered into an office support and referral agreement under which the Bank will be compensated for, among other services, the use of facilities and equipment required for the operation of the TNB trust office. The costs of exiting the trust business include a one-time expense of approximately $354,000 that was mainly recognized during the quarter ended June 30, 2012. Closing of the transaction occurred during the fourth quarter of 2012 and the Bank surrendered its trust license to the Ohio Division of Financial Institutions (“ODFI”) in January 2013 after the ODFI confirmed that the Bank had met the conditions for ceasing to conduct trust business. The Bank received no consideration and there was no gain or loss on the transfer other than the one-time expense noted above.
The strategic rationale for this transaction was to partner with a stronger provider of trust services, who will absorb the operating expense overhead and assume the fiduciary risk associated with post-closing management of the trust accounts.
29 |
Wayne Savings Bancshares, Inc.
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Strategic Initiatives
As part of an ongoing strategic planning process, which includes annual plan updates and regular progress reviews by the Board of Directors, the Company continues to be engaged in several initiatives to improve the returns to shareholders over a foreseeable time horizon.
These continuing initiatives include the execution of a comprehensive marketing and sales program to increase top line revenue of the Company through both loan and fee income generating activities, recognizing that marketing expense is likely to increase ahead of revenue.
Another ongoing initiative is the review of branch facilities and staff to identify opportunities for reductions in staff and facilities costs to improve operational efficiency without impairing revenue generation ability and considering the potential effect on shareholder’ equity.
A further ongoing initiative is the evaluation of information technology solutions to improve internal operating efficiency and customer service.
The final initiative includes the continuing development of a comprehensive Enterprise Risk Management (ERM) program to ensure that the earnings generated through existing and contemplated activities are commensurate with the risks assumed in those activities and consistent with legal requirements, regulatory requirements and general economic conditions.
Discussion of Financial Condition Changes from December 31, 2012 to March 31, 2013
At March 31, 2013, the Company had total assets of $399.6 million, a decrease of $2.5 million, or 0.6%, from total assets at December 31, 2012. Cash and cash equivalents decreased $2.1 million, due to funding a $1.0 million decline in total deposits, mainly in higher cost time deposits, and a $1.1 million decline in other short-term borrowings, while net loans decreased $939,000 which was partially used to fund growth of $295,000 in total securities compared to December 31, 2012.
Total securities increased $295,000 during the three months ended March 31, 2013. The increase was primarily due to purchases totaling $12.5 million, partially offset by principal repayments of $11.4 million, amortization of premiums of $472,000, and a $323,000 decline in unrealized gains on available-for-sale securities during the three months ended March 31, 2013.
Net loans receivable decreased by $939,000, at March 31, 2013 compared to December 31, 2012. The Bank originated $15.8 million of loans, received payments of $11.7 million, and originated and sold $4.4 million of 30-year fixed-rate mortgage loans into the secondary market, and recorded a credit for loan losses of $141,000. The low interest rate environment has induced a number of residential and commercial borrowers to refinance existing loans, which increases loan repayment activity. Although the extensive supply of liquidity provided by the Federal Reserve Board has decreased the cost of borrowing, it has not stimulated a substantial amount of loan growth. Employment, manufacturing, and investment in new plant and consumer spending are not doing as well as the housing sector. According to FDIC call report data based on Call Reports filed for March 31, 2013, loan growth analysis for all bank charters with assets exceeding $300 million (a universe of just over 2,100 banks) shows a general contraction of average loan growth compared to loan balances outstanding at December 31, 2012. Similar to the banking industry, loan growth for the Company remains difficult to achieve because the economic environment continues to limit the demand for new loans by credit worthy borrowers.
30 |
Index Wayne Savings Bancshares, Inc. |
As part of an overall strategy to manage liquidity and interest rate risk, management has executed a strategy of immediately selling certain newly originated 30-year fixed-rate mortgage loans into the secondary market to limit the interest rate risk exposure on the balance sheet and to utilize the secondary market as a backup source of liquidity. Similarly, in order to further limit the overall interest rate risk on the balance sheet, the Company focuses on the origination of shorter-term and adjustable-rate secured commercial loans and limits the retention of long term fixed-rate residential mortgages. To the extent that loan demand is insufficient in the current period, investments in the securities portfolio are made to provide cash flows to fund loan demand in future periods, while also limiting the interest rate risk exposure of the Company. Investments generally contribute to higher risk-based capital ratios, compared to loans, as the investments the Company purchases are risk weighted less than the loan originations. As loan volume increases relative to investment volume, risk-based capital ratios will decline.
The following table sets forth certain information regarding the Company’s loan portfolio for the dates indicated.
March 31, 2013 | December 31, 2012 | |||||||||||||||
Balance | Percent of total loans | Balance | Percent of total loans | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Mortgage loans: | ||||||||||||||||
One-to-four family residential(1) | $ | 161,706 | 63.95 | % | $ | 160,910 | 63.25 | % | ||||||||
Residential construction loans | 2,654 | 1.05 | % | 2,170 | 0.85 | % | ||||||||||
Multi-family residential | 9,798 | 3.88 | % | 9,790 | 3.85 | % | ||||||||||
Nonresidential real estate/land(2) | 66,574 | 26.33 | % | 65,761 | 25.85 | % | ||||||||||
Total mortgage loans | 240,732 | 95.21 | % | 238,631 | 93.80 | % | ||||||||||
Other loans: | ||||||||||||||||
Consumer loans(3) | 1,409 | 0.56 | % | 1,517 | 0.60 | % | ||||||||||
Commercial business loans | 10,707 | 4.23 | % | 14,245 | 5.60 | % | ||||||||||
Total other loans | 12,116 | 4.79 | % | 15,762 | 6.20 | % | ||||||||||
Total loans before net items | 252,848 | 100.00 | % | 254,393 | 100.00 | % | ||||||||||
Less: | ||||||||||||||||
Loans in process | 2,351 | 2,647 | ||||||||||||||
Deferred loan origination fees | 610 | 569 | ||||||||||||||
Allowance for loan losses | 2,977 | 3,328 | ||||||||||||||
Total loans receivable, net | $ | 246,910 | $ | 247,849 |
(1) | Includes equity loans collateralized by second mortgages in the aggregate amount of $14.6 million at March 31, 2013 and $14.8 million at December 31, 2012. Such loans have been underwritten on substantially the same basis as the Company’s first mortgage loans. |
(2) | Includes land loans of $2.1 million for March 31, 2013 and $2.3 million for December 31, 2012. |
(3) | Includes second mortgage loans of $667,000 for March 31, 2013 and $683,000 for December 31, 2012. |
31 |
Index Wayne Savings Bancshares, Inc. |
Foreclosed assets held for sale totaled $193,000 at March 31, 2013 compared to $318,000 at December 31, 2012. Activity during the current year period included the sale of two residential properties totaling $122,000, that were held as foreclosed assets at December 31, 2012, with no new foreclosed assets being added during the current year period. Total nonperforming and impaired assets totaled $14.4 million, or 3.59% of total assets, and $14.8 million, or 3.68% of total assets, at March 31, 2013 and December 31, 2012, respectively.
Goodwill of $1.7 million is carried on the Company’s balance sheet as a result of the acquisition of Stebbins Bancshares in June 2004. In accordance with FASB ASC 350, this goodwill is tested for impairment on at least an annual basis. Management evaluated the goodwill using an analysis of required measures of value, including the current stock price as an indicator of minority interest value, change of control multiples as a measure of controlling interest value and discounted cash flow analysis as a measure of going concern value and applied a weighting based on appraisal standards to arrive at a valuation conclusion that indicated no impairment at November 30, 2012, and there were no interim impairment indicators that would require another evaluation at March 31, 2013.
Deposits totaled $326.7 million at March 31, 2013, a decrease of $1.0 million, compared to $327.7 million at December 31, 2012. Demand deposits decreased $3.3 million, or 4.0%, and time deposits decreased by $3.0 million, or 2.2%, of which declines were partially offset by a $5.2 million, or 4.7% increase in savings and money market accounts. Management continued to exercise discipline during the period with regard to the pricing of retail certificates, keeping rates close to market benchmarks and not competing for certificates where a profitable customer relationship was not involved. Given the uncertain status of the economy in general, customers are choosing to increase their liquidity and keep their funds in insured checking, savings and money market products offered by the Bank.
Other short-term borrowings, which consist solely of repurchase agreements with commercial customers of the Bank, decreased by $1.1 million and totaled $6.0 million at March 31, 2013. These customer repurchase agreements are offered by the Bank in order to retain commercial customer funds and to afford those commercial customers the opportunity to earn a return on a short-term secured transaction. Average balances are shown in the tables below and reflect no significant variation during the periods. The interest rate paid on these borrowings was 0.15% at both March 31, 2013 and December 31, 2012.
Advances from the Federal Home Loan Bank of Cincinnati (“FHLB”) totaled $21.2 million at both March 31, 2013, and at December 31, 2012. The Company uses advances from the FHLB for both short-term cash management purposes and to extend liability duration for interest rate risk management purposes, as the cost of duration purchased from the FHLB is less expensive than obtaining a similar duration through retail certificates of deposit. Repricing risk associated with advances is mitigated through the laddering of advance maturities over time. The weighted average cost of FHLB advances was 2.86% at March 31, 2013 compared to 2.69% at December 31, 2012.
Stockholders’ equity increased by $56,000, during the three months ended March 31, 2013, primarily due to net income of $578,000, partially offset by dividends declared of $206,000, purchases of treasury stock totaling $126,000, and a $213,000 decline in accumulated other comprehensive income related solely to a decline in unrealized gains on available-for-sale securities.
32 |
Index Wayne Savings Bancshares, Inc. |
Comparison of Operating Results for the Three Months Ended March 31, 2013 and 2012
General
Net income for the three months ended March 31, 2013 totaled $578,000, reflecting an increase of $426,000, from $152,000 for the three month period ended March 31, 2012. The increase in net income was primarily due to a $928,000 decrease in provision (credit) for loan losses, and a $52,000 decrease in noninterest expense, partially offset by a $186,000 decrease in net interest income, a $78,000 decrease in noninterest income, and a $290,000 increase in provision (benefit) for federal income taxes.
Average Balance Sheet
The following table sets forth certain information relating to the Company’s average balance sheet and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented.
For the three months ended March 31, | ||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||
Average Balance | Interest | Average Rate | Average Balance | Interest | Average Rate | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Interest-earning assets: | ||||||||||||||||||||||||
Loans receivable, net(1) | $ | 247,693 | $ | 2,888 | 4.66 | % | $ | 231,663 | $ | 2,986 | 5.16 | % | ||||||||||||
Investment securities(2) | 115,023 | 656 | 2.28 | % | 136,932 | 942 | 2.75 | % | ||||||||||||||||
Interest-earning deposits(3) | 12,740 | 55 | 1.73 | % | 13,852 | 59 | 1.70 | % | ||||||||||||||||
Total interest-earning assets | 375,456 | 3,599 | 3.83 | % | 382,447 | 3,987 | 4.17 | % | ||||||||||||||||
Noninterest-earning assets | 24,807 | 23,837 | ||||||||||||||||||||||
Total assets | $ | 400,263 | $ | 406,284 | ||||||||||||||||||||
Interest-bearing liabilities: | ||||||||||||||||||||||||
Deposits | $ | 326,495 | $ | 435 | 0.53 | % | $ | 329,567 | $ | 610 | 0.74 | % | ||||||||||||
Other short-term borrowings | 6,615 | 2 | 0.12 | % | 5,947 | 2 | 0.13 | % | ||||||||||||||||
Borrowings | 21,239 | 152 | 2.86 | % | 26,608 | 179 | 2.69 | % | ||||||||||||||||
Total interest-bearing liabilities | 354,349 | 589 | 0.66 | % | 362,122 | 791 | 0.87 | % | ||||||||||||||||
Noninterest bearing liabilities | 5,942 | 4,173 | ||||||||||||||||||||||
Total liabilities | 360,291 | 366,295 | ||||||||||||||||||||||
Stockholders’ equity | 39,972 | 39,989 | ||||||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 400,263 | $ | 406,284 | ||||||||||||||||||||
Net interest income | $ | 3,010 | $ | 3,196 | ||||||||||||||||||||
Interest rate spread(4) | 3.17 | % | 3.30 | % | ||||||||||||||||||||
Net yield on interest-earning assets(5) | 3.21 | % | 3.34 | % | ||||||||||||||||||||
Ratio of average interest- earning assets to average interest-bearing liabilities | 105.96 | % | 105.61 | % |
(1) | Includes nonaccrual loan balances. |
(2) | Includes mortgage-backed securities both designated as available-for-sale and held-to-maturity. |
(3 | Includes interest-earning deposits in other financial institutions. |
(4) | Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. |
(5) | Net yield on interest-earning assets represents net interest income as a percentage of average interest-earning assets. |
33 |
Index Wayne Savings Bancshares, Inc. |
Interest Income
Interest income decreased $388,000 or 9.7%, to $3.6 million for the three months ended March 31, 2013, compared to the same period in 2012. The decrease was due to 34 basis point decline in the weighted-average yield on interest-earning assets from 4.17% in the 2012 period to 3.83% for the 2013 period, as well as a $7.0 million decrease in the average balance of interest-earning assets from $382.4 million in the 2012 period to $375.4 million for the 2013 period. The yield decrease was primarily due to the cumulative effect of interest-earning assets repricing to lower current market rates compared to the 2012 period as a result of lower interest rate resets on adjustable rate loans, lower rates on new loan originations and reinvestment of securities cash flows at lower market yields.
Interest income on loans decreased $98,000, or 3.3%, for the three month period ended March 31, 2013, compared to the same period in 2012. This decrease was primarily due to a 50 basis point decrease in the weighted-average loan portfolio yield from 5.16% for the three months ended March 31, 2012 to 4.66% for the three months ended March 31, 2013, as a result of reduced origination yields and the amortization, prepayment and repricing of higher yielding loans due to the low level of market interest rates. The decline in the weighted-average loan portfolio yield was partially offset by a $16.0 million, or 6.9%, increase in the average balance of loans outstanding from $231.7 million in the 2012 period to $247.7 million for the 2013 period. Interest income on securities decreased $286,000 during the three months ended March 31, 2013, compared to the same period in 2012. This decrease was due to a 47 basis point decrease in the weighted-average rate from 2.75% in the 2012 period to 2.28% for the 2013 period, and a $21.9 million, or 16.0%, decline in the average balance.
Dividends on Federal Home Loan Bank stock and other income decreased $4,000 for three months ended March 31, 2013 compared to March 31, 2012. The decrease was due to a $1.1 million decline in the average balance, partially offset by a 3 basis point increase in the weighted average rate from 1.70% at March 31, 2012, to 1.73% at March 31, 2013.
Interest Expense
Interest expense totaled $589,000 for the three month period ended March 31, 2013, which decreased $202,000, or 25.5%, from $791,000 for the three month period ended March 31, 2012. The decrease was due to a 21 basis point decrease in the weighted-average cost of funds from 0.87% in the 2012 period to 0.66% in the current year period as well as a $7.8 million, or 2.1%, decrease in the average balance of total interest-bearing liabilities from $362.1 million in the 2012 period to $354.3 in the 2013 period.
Interest expense on deposits for the three month period ended March 31, 2013 totaled $435,000, which decreased $175,000, or 28.7%, from $610,000 for the same period in the previous year. The decrease was due to a 21 basis point decrease in the weighted-average cost of deposits, from 0.74% in the 2013 period to 0.53% for the 2013 period, as well as a $3.1 million decrease in the average balance from $329.6 million in the 2012 period to $326.5 million in the 2013 period. The decrease in interest expense continues to slow as rates paid on deposit products reach floors established by local market competitors and overall market conditions.
Interest expense on other short-term borrowings totaled $2,000 for both three month periods ended March 31, 2013, and 2012. The weighted-average cost decreased 1 basis point to 0.12%, which was fully offset by a $668,000 increase in the average balance.
34 |
Index Wayne Savings Bancshares, Inc. |
Interest expense on Federal Home Loan Bank advances totaled $152,000 for the three month period ended March 31, 2013, which decreased $27,000 from $179,000 in the 2012 period. The decrease was primarily due to a $5.4 million, or 20.2%, decrease in the average balance outstanding, partially offset by a 17 basis point increase in the weighted-average cost from 2.69% in the 2012 period to 2.86% in the 2013 period. The increase in the weighted-average cost is due to the repayment of lower cost maturing advances without taking out new advances.
Net Interest Income
Net interest income totaled $3.0 million for the three month period ended March 31, 2013, a decrease of $186,000, or 5.8%, from the three month period ended March 31, 2012. The decline in net interest income was mainly due to a 13 basis point decrease in the net interest rate spread, from 3.30% at March 31, 2012 to 3.17% at March 31, 2013. The decrease in the net interest spread is a result of yields on earning-assets declining more than the rate paid on interest-bearing liabilities. During the three months ended March 31, 2013, the yield on earning assets declined 34 basis points, while the rate paid on interest-bearing liabilities declined 21 basis points, compared to the same period last year. The yield on earning assets was negatively impacted as a result of reduced origination yields, amortization, prepayment and repricing of higher yielding adjustable rate loans due to the low level of market interest rates, and security purchases at lower yields than in the prior year period. The cost of funds, which also declined from the prior year period, was managed in a manner that would allow the Bank to maintain its deposit base, and compete with existing market interest rates on interest-earning assets.
Provision (Credit) for Loan Losses
Management recorded a reversal of $141,000 in the provision (credit) for loan losses for the three month period ended March 31, 2013, resulting in a decrease of $928,000 compared to the $787,000 provision for the three month period ended March 31, 2012. The current quarter credit balance provision is based on improved local economic factors including the bank’s delinquency ratios and the number of foreclosures within the bank’s market area which both moved favorably during the current quarter combined with a decline in loan balances, compared to the prior year quarter. The increased provision in the prior year quarter was a result of several relationships requiring additional reserves, which included a loan downgrade, a foreclosure proceeding, and one that was considered doubtful, as well as an increase in classified loan balances.
Noninterest Income
Noninterest income totaled $390,000, for the three months ended March 31, 2013, which decreased $78,000, or 16.7%, from $468,000 for the same period in 2012. The decrease was primarily due to a $92,000 decline in Trust income related to the trust transfer and assumption agreement. This decrease was partially offset by a $13,000 increase in service fees, charges and other operating income which includes $17,000 in facilities and equipment reimbursements from TNB, as a result of the trust transfer and assumption agreement.
35 |
Index Wayne Savings Bancshares, Inc. |
Noninterest Expense
Noninterest expense totaled $2.7 million for the three months ended March 31, 2013, which decreased $52,000, or 1.9%, from $2.8 million for the three months ended March 31, 2012. The decrease was primarily due to a $133,000 decrease in salaries and employee benefits and a $10,000 decrease in loss on foreclosed assets held for sale, partially offset by a $95,000 increase in other operating expenses. The decrease in salaries and employee benefits was due to a non-recurring health savings account contribution made in the prior year quarter, lower compensation costs resulting from staff attrition since the prior year quarter and the completion of the trust transfer and assumption agreement which eliminated several positions and the related salary and benefit costs compared to the prior year quarter. The increase in other operating expenses was primarily due to increased marketing expenses incurred as part of the Company’s strategic initiative to increase top line revenues compared to the prior year quarter.
Federal Income Taxes
Federal income tax expense totaled $230,000 for the three month period ended March 31, 2013, an increase of $290,000 compared to a $60,000 benefit for three month period ended March 31, 2012. The increase was primarily due to a $716,000 increase in pretax income compared to the prior year period, as well as the tax benefit recorded in the prior year period which was a result of the composition of non-taxable earnings.
Forward-Looking Statements
This document contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and similar expressions. These forward-looking statements include: statements of goals, intentions and expectations, statements regarding prospects and business strategy, statements regarding asset quality and market risk, and estimates of future costs, benefits and results.
These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following: (1) general economic conditions, (2) competitive pressure among financial services companies, (3) changes in interest rates, (4) deposit flows, (5) loan demand, (6) changes in legislation or regulation, (7) changes in accounting principles, policies and guidelines, (8) litigation liabilities, including costs, expenses, settlements and judgments, and (9) other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services.
Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. We have no obligation to update or revise any forward-looking statements to reflect any changed assumptions, any unanticipated events or any changes in the future.
ITEM 3 | Quantitative and Qualitative Disclosures About Market Risk |
Management believes there has been no material change in the Company’s market risk since the Company’s Form 10-K was filed with the Securities and Exchange Commission for the year ended December 31, 2012.
36 |
Index Wayne Savings Bancshares, Inc. |
ITEM 4 | Controls and Procedures |
(a) | Evaluation of disclosure controls and procedures. |
Under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective in timely alerting them to the material information relating to the Company (or our consolidated subsidiaries) required to be included in the Company’s periodic SEC filings.
(b) | Changes in internal controls. |
There has been no change made in the Company’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
37 |
Index Wayne Savings Bancshares, Inc. |
ITEM 1. | Legal Proceedings |
Not applicable.
ITEM 1A. | Risk Factors |
There have been no material changes in the risk factors set forth in Part I, Item 1A of the Company’s Annual Report on Form 10-K for year ended December 31, 2012.
ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
(a) | Not applicable. |
(b) | Not applicable. |
(c) | The following table sets forth certain information regarding repurchases by the Company for the quarter ended March 31, 2013. |
Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of the announced plan | Maximum number of shares which may still be purchased as part of the announced plan | ||||||||||||
January 1 - 31, 2013 | — | $ | — | 42,767 | 107,439 | |||||||||||
February 1 - 28, 2013 | — | $ | — | 42,767 | 107,439 | |||||||||||
March 1 - 31, 2013 | 12,469 | $ | 10.12 | 55,236 | 94,970 | |||||||||||
Total | 12,469 | $ | 10.12 | 55,236 | 94,970 |
Notes to the Table:
On August 10, 2012, the Company announced the authorization by the Board of Directors of a new program for the repurchase of 150,206 shares, or five percent (5%) of the Company’s outstanding shares of common stock. |
ITEM 3. | Defaults Upon Senior Securities |
Not applicable.
ITEM 4. | Mine Safety Disclosures |
Not applicable.
ITEM 5. | Other Information |
Not applicable.
38 |
Index Wayne Savings Bancshares, Inc. |
ITEM 6. | Exhibits |
Exhibit | ||
Number | Description | |
10.7* | Group Term Carve-Out Plan entered into by Wayne Savings Community Bank for Senior Vice Presidents and above in November 2002 | |
10.8* | Summary of Cash Incentive Bonus Plan | |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 | |
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 | |
32 | Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 | |
101 | Interactive financial data (XBRL) |
* management contract or compensatory plan or arrangement
39 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 10, 2013 | By: | /s/Rod C. Steiger |
Rod C. Steiger | ||
President and Chief Executive Officer | ||
Date: May 10, 2013 | By: | /s/Myron Swartzentruber |
Myron Swartzentruber | ||
Senior Vice President and | ||
Chief Financial Officer |
40 |
Exhibit 10.7
WAYNE SAVINGS COMMUNITY BANK
GROUP TERM CARVE-OUT PLAN
FOR SENIOR VICE PRESIDENT AND ABOVE
THIS PLAN, hereby made effective this 27th day of November 2002 (the "Effective Date"), by and between Wayne Savings Community Bank, a state-chartered savings and loan association located in Wooster, Ohio (the "Bank"), and the Participant (the "Participant") selected to participate in this Plan, intending to be legally bound hereby.
INTRODUCTION
The Bank wishes to attract, retain and reward highly qualified executives. To further this objective, the Bank is willing to divide the death proceeds of certain life insurance policies which are owned by the Bank on the lives of the participating executives with the designated beneficiary of each insured participating executive. The Bank will pay the life insurance premiums from its general assets.
Article 1
General Definitions
The following terms shall have the meanings specified:
1.1 "Base Annual Salary" means the Participant's basic annual salary as of each January 1st, exclusive of special payments such as bonuses or commissions, but including any salary reductions made in accordance with Sections 125 or 401(k) of the Code.
1.2 "Change in Control" means any of the following:
(A) any person (as such term is used in Sections 13d and 14d-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than the Corporation, a subsidiary of the Corporation, an employee benefit plan (or related trust) of the Corporation or a direct or indirect subsidiary of the Corporation, or Affiliates of the Corporation (as defined in Rule 12b-2 under the Exchange Act), becomes the beneficial owner (as determined pursuant to Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing more than 50 % of the combined voting power of the Corporation's then outstanding securities (other than a person owning 10% or more of the voting power of stock on the date hereof); or
(B) the liquidation or dissolution of the Corporation or the occurrence of, or execution of an agreement providing for a sale of all or substantially all of the assets of the Corporation to an entity which is not a direct or indirect subsidiary of the Corporation; or
(C) the occurrence of, or execution of an agreement providing for a reorganization, merger, consolidation or other similar transaction or connected series of transactions of the Corporation as a result of which either (a) the Corporation does not survive or (b) pursuant to which shares of the Corporation common stock ("Common Stock") would be converted into cash, securities or other property, unless, in case of either (a) or (b), the holders of the Corporation Common Stock immediately prior to such transaction will, following the consummation of the transaction, beneficially own, directly or indirectly, more than 50 % of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation surviving, continuing or resulting from such transaction; or
(D) the occurrence of, or execution of an agreement providing for a reorganization, merger, consolidation or similar transaction of the Corporation, or before any connected series of such transactions, if upon consummation of such transaction or transactions, the persons who are members of the Board of Directors of the Corporation immediately before such transaction or transactions cease or, in the case of the execution of an agreement for such transaction or transactions, it is contemplated in such agreement that upon consummation such persons would cease to constitute a majority of the Board of Directors of the Corporation or, in the case where the Corporation does not survive in such transaction, of the corporation surviving, continuing or resulting from such transaction or transactions; or
(E) any other event which is at any time designated as a "Change in Control" for purposes of this Plan by a resolution adopted by the Board of Directors of the Corporation with the affirmative vote of a majority of the non-employee directors in office at the time the resolution is adopted; in the event any such resolution is adopted, the Change in Control event specified thereby shall be deemed incorporated herein by reference and thereafter may not be amended, modified or revoked without the written agreement of the Participant; or
(F) during any period of two consecutive years during the term of this Plan, individuals who at the beginning of such period constitute the Board of Directors of the Bank or Corporation cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period, provided however this provision shall not apply in the event two-thirds of the Board of Directors at the beginning of a period no longer are directors due to death, normal retirement, or other circumstances not related to a Change in Control.
Notwithstanding anything else to the contrary set forth in this Plan, if (i) an agreement is executed by the Corporation providing for any of the transactions or events constituting a Change in Control as defined herein, and the agreement subsequently expires or is terminated without the transaction or event being consummated, and (ii) Participant's employment did not terminate during the period after the agreement and prior to such expiration or termination, for purposes of this Plan it shall be as though such agreement was never executed and no Change in Control event shall be deemed to have occurred as a result of the execution of such agreement.
1.3 "Code" means the Internal Revenue Code of 1986, as amended.
1.4 "Disability" means the Participant's suffering a sickness, accident or injury which has been determined by the carrier of any individual or group disability insurance policy covering the Participant, or by the Social Security Administration, to be a disability rendering the Participant totally and permanently disabled. The Participant must submit proof to the Bank of the carrier's or Social Security Administration's determination upon the request of the Bank.
1.5 "Insured" means the individual whose life is insured.
1.6 "Insurer" means the insurance company issuing the life insurance policy on the life of the insured.
1.7 "Normal Retirement Age" means the Participant's 65th birthday.
1.8 "Participant" means the employee who is designated by the Board of Directors as eligible to participate in the Plan, elects in writing to participate in the Plan using the form attached hereto as Exhibit A, signs a Split Dollar Endorsement for the Policy in which he or she is the Insured and is provided the death benefit specified in Section 4.2.
1.9 "Policy" or "Policies" means the individual insurance policy (or policies) adopted by the Board of Directors for purposes of insuring a Participant's life under this Plan, including any group term life insurance policy for which the premium is paid by the Bank.
1.10 "Plan" means this instrument, including all amendments thereto.
1.11 "Plan Year" means each consecutive twelve (12) month period commencing with the Effective Date of this Plan.
1.12 "Termination of Employment" means that the Participant ceases to be employed by the Bank for any reason whatsoever other than by reason of a leave of absence, which is approved by the Bank. For purposes of this Plan, if there is a dispute over the employment status of the Participant or the date of the Participant's Termination of Employment, the Bank shall have the sale and absolute right to decide the dispute.
1.13 "Vested Insurance Benefit" means the Bank will provide the Participant with continued insurance coverage from the date of vesting until death, subject to the forfeiture provisions detailed in Section 5.2 and Article 8. Article 5 explains how a Participant achieves vested status.
1.14 “Years of Service” means the number of consecutive twelve (12) month periods of continuous employment with the Bank, including leaves of absences approved by the Bank.
Article 2
Participation
2.1 Eligibility to Participate. The Board of Directors in its sale discretion shall designate from time to time Participants that are eligible to participate in this Plan. The Board may delegate this authority to management.
2.2 Participation. The eligible executive may participate in this Plan by executing an Election to Participate (Exhibit A) and a Split Dollar Endorsement. The Split Dollar Endorsement shall bind the Participant and his or her beneficiaries, assigns and transferees, to the terms and conditions of this Plan. A Participant's participation is limited to only Policies where he or she is the Insured. Exhibit A sets forth the information about the Policy or Policies and maximum Participant benefit under the Plan.
2.3 Termination of Participation. A Participant's rights under this Plan shall cease and his or her participation in this Plan shall terminate if one of the following events occur: (1) the Participant's employment with the Bank is terminated prior the Participant meeting any of the criteria for a Vested Insurance Benefit under Section 5.1 or (2) the Plan or any Participant's rights under the Plan are terminated in accordance with Sections 5.2 or 12.1 of this Plan. In the event that the Bank decides to maintain the Policy after the Participant's termination of participation in the Plan, the Bank shall be the direct beneficiary of the entire death proceeds of the Policy. The Bank may document the Participant's termination from the Plan by indicating the date of termination on Exhibit A. However, the Bank's failure to do so will not be deemed evidence of Participant's continued participation in the Plan.
Article 3
Premium Payments
The Bank shall pay all premiums due on all Policies under this Plan.
Article 4
Policy Ownership/Interests
4.1 Bank Ownership. The Bank shall own the Policies and shall have the right to exercise all incidents of ownership and, subject to Article 7, the Bank may terminate a Policy without the consent of the Insured. With respect to each Policy, the Bank shall be the direct beneficiary of an amount of death proceeds equal to the greatest of: (1) the cash surrender value of the policy; (2) the aggregate premiums paid on the Policy by the Bank less any outstanding indebtedness to the Insurer; or (3) the amount in excess of the Participant's interest specified in Section 4.2. If the Bank owns more than one policy on a Participant, the Policies shall be aggregated with respect to item (3) of this paragraph.
4.2 Participant's Interest. If applicable, the Participant, or the Participant's assignee, shall have the right to designate the beneficiary of the death proceeds of the Policy as specified in Section 4.2.1 or 4.2.2. The Participant shall also have the right to elect and change settlement options by providing written notice to the Bank and the Insurer.
4.2.1 Death Prior to Termination of Employment. If the Participant dies while employed by the Bank, the Participant's beneficiary shall be entitled to a benefit equal to three (3) times the deceased Participant's Base Annual Salary at the date of death; but not in excess of the maximum benefit amount specified in Exhibit A.
4.2.2 Death After Termination of Employment. If, pursuant to Article 5, a terminated Participant has a Vested Insurance Benefit at the date of death, the Participant's beneficiary shall be entitled to a benefit equal to two (2) times the Participant's last Base Annual Salary but not in excess of the maximum benefit amount specified in Exhibit A. If the terminated Participant has not achieved a Vested Insurance Benefit, the Participant's beneficiary will not be entitled to a benefit under this Plan.
Article 5
Vesting
5.1 Vested Insurance Benefit. The Participant shall have a Vested Insurance Benefit equal to the amount specified in Section 4.2 at the earliest of the following events:
5.1.1 Remaining in continuous employment with the Bank until age 65;
5.1.2 Remaining in continuous employment with the Bank until the Participant's age plus Years of Service, when combined, equals or exceeds 70;
5.1.3 Remaining in continuous employment with the Bank for five years from the date of entry into the Plan;
5.1.4 Termination of Employment due to Disability;
5.1.5 Being employed by the Bank at the date a Change in Control occurs; or
5.1.6 At the discretion of the Board of Directors if there are other circumstances not addressed in Sections 5.1.1 through 5.1.5 of this Plan.
5.2 Forfeiture of Benefit. Notwithstanding the provisions of Section 5.1, the Participant will forfeit his or her Vested Insurance Benefit if: (1) the Participant violates any of the provisions detailed in Article 8, (2) in the case of a Disabled Participant who vested pursuant to Section 5.1.3, if such Participant becomes gainfully employed by an entity other than the Bank, or (3) the Participant provides written notice to the Bank declining further participation in the Plan.
Article 6
Imputed Income
The Bank shall impute income to the Participant in an amount equal to the annual cost of current life insurance protection on the life of the Participant measured by the lesser of the Table 2001 rate set forth in Notice 2002-8 (or the corresponding applicable provision of any later Revenue Ruling) or the Insurer's current published premium rate for annually renewable term insurance for standard risks; provided that the Insurer's current published premium rate meets the limitations set forth in Notice 2002-8 (or the corresponding applicable provision of any later Revenue Ruling.) The Bank will provide each Participant with an annual statement of the amount of income reportable by the Participant for federal and state income tax purposes as a result of such imputed income.
Article 7
Comparable Coverage
7.1 Insurance Policies. If a Participant has a Vested Insurance Benefit, the Bank may provide such benefit through the Policies purchased at the commencement of this Plan or may provide comparable insurance coverage to the Participant through whatever means the Bank deems appropriate. If the Participant waives or forfeits his or her right to the Vested Insurance Benefit, the Bank can choose to cancel the Policy or Policies on the Participant, or may continue such coverage and become the direct beneficiary of the entire death proceeds.
7.2 Offer to Purchase. If the Bank discontinues a Policy on a Participant who is employed by the Bank at the date of discontinuance or who has a Vested Insurance Benefit that has not been forfeited, the Bank shall give the Participant at least thirty (30) days to purchase such Policy. The purchase price shall be the cash surrender value of the Policy. Such notification shall be in writing.
Article 8
General Limitations
8.1 Excess Parachute or Golden Parachute Payment. If the payments and benefits pursuant to this Plan, either alone or together with other payments and benefits which the Participant has the right to receive from the Bank, would constitute a "parachute payment" under Section 280G of the Code, the payments and benefits pursuant to this Plan shall be reduced, in the manner determined by the Participant, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under this Plan being non-deductible to the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code.
8.2 Termination for Cause. Notwithstanding any provision of this Plan to the contrary, the Participant shall forfeit any right to a benefit under this Plan, if the Bank terminate the Participant's employment for cause. Termination of the Participant's employment for "Cause" shall mean termination because of personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order or material breach of any provision of the Plan. For purposes of this paragraph, no act or failure to act on the Participant's part shall be considered "willful" unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant's action or omission was in the best interest of the Bank.
8.3 Removal. Notwithstanding any provision of this Plan to the contrary, the benefit provided under this Plan shall be forfeited if the Participant is subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act ("FDIA").
8.4 Competition after Termination of Employment. The Participant shall forfeit his right to any further benefits if the Participant, without the prior written consent of the Bank, violates the following described restrictive covenants.
8.4.1 Non-compete Provision. The Participant shall not, for the term of this Plan and until all benefits have been distributed, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3 %) or less in the stock of a publicly traded company):
(i) become employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Participant's responsibilities will include providing banking or other financial services within fifty (50) miles of any office maintained by the Bank as of the date of the termination of the Participant's employment;
(ii) participate in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank as of the date of termination of the Participant' s employment;
(iii) assist, advise, or serve in any capacity, representative or otherwise, any third party in any action against the Bank or transaction involving the Bank;
(iv) sell, offer to sell, provide banking or other financial services, assist any other person in selling or providing banking or other financial services, or solicit or otherwise compete for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar" to the financial services performed or financial products sold by the Bank (the preceding hereinafter referred to as "Services"), to or from any person or entity from whom the Participant or the Bank, to the "knowledge of the Participant provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Participant's employment;
(v) divulge, disclose, or communicate to others in any manner whatsoever, any confidential information of the Bank, to the knowledge of the Participant, including, but not limited to, the names and addresses of customers or prospective customers, of the Bank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Bank, earnings or other information concerning the Bank. The restrictions contained in this subparagraph (v) apply to "all information regarding" the Bank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Participant.
8.4.2 Judicial Remedies. In the event of a breach Or threatened breach by the Participant of any provision of these restrictions, the Participant recognizes the substantial and immediate harm that a breach or threatened breach will impose upon the Bank, and further recognizes that in such event monetary damages may be inadequate to fully protect the Bank. Accordingly, in the event of a breach or threatened breach of this Agreement, the Participant consents to the Bank's entitlement to such ex parte, preliminary, interlocutory, temporary or permanent injunctive, or any other equitable relief, protecting and fully enforcing the Bank's rights hereunder and preventing the Participant from further breaching any of his obligations set forth herein. The Participant expressly waives any requirement, based on any statute, rule of procedure, or other source, that the Bank post a bond as a condition of obtaining any of the above-described remedies. Nothing herein shall be construed as prohibiting the Bank from pursuing any other remedies available to the Bank at law or in equity for such breach or threatened breach, including the recovery of damages from the Participant. The Participant expressly acknowledges and agrees that:
(i) the restrictions set forth in Section 8.4.1 hereof are reasonable, in terms of scope, duration, geographic area, and otherwise,
(ii) the protections afforded the Bank in Section 8.4.1 hereof are necessary to protect its legitimate business interest,
(iii) the restrictions set forth in Section 8.4.1 hereof will not be materially adverse to the Participant's employment with the Bank, and (iv) his agreement to observe such restrictions forms a material part of the consideration for this Agreement.
8.4.3 Overbreadth of Restrictive Covenant. It is the intention of the parties that if any restrictive covenant in this Agreement is determined by a court of competent jurisdiction to be overly broad, then the court should enforce such restrictive covenant to the maximum extent permitted under the law as to area, breadth and duration.
8.4.4 Change in Control. The non-compete provision detailed in Section 8.4.1 hereof shall not be enforceable following a Change in Control.
8.5 Suicide or Misstatement. The Participant shall forfeit his benefit under this Plan if the Participant commits suicide within two years after the date of this Plan, or if the insurance company denies coverage for material misstatements of fact made by the Participant on any application for life insurance purchased by the Bank, or any other reason; provided, however that the Bank shall evaluate the reason for the denial, and upon advice of Counsel and in its sole discretion, consider judicially challenging any denial. The Bank shall have no liability to the Participant for any denial of coverage by the insurance company.
Article 9
Assignment
Any Participant may assign without consideration all interests in his or her Policy and in this Plan to any person, entity or trust. In the event a Participant shall transfer all of his/her interest in the Policy, then all of that Participant's interest in his or her Policy and in the Plan shall be vested in his/her transferee, subject to such transferee executing agreements binding them to the provisions of this Plan, who shall be substituted as a party with regard to the benefit hereunder, and that Participant shall have no further interest in his or her benefit under the policy or in this Plan.
Article 10
Insurer
The Insurer shall be bound only by the terms of their corresponding Policy. Any payments the Insurer makes or actions it takes in accordance with a Policy shall fully discharge it from all claims, suits and demands of all persons relating to that Policy. The Insurer shall not be bound by the provisions of this Plan, except to the extent of any endorsement filed with the Insurer. The Insurer shall have the right to rely on the Bank's representations with regard to any definitions, interpretations, or Policy interests as specified under this Plan.
Article 11
Claims Procedure
11.1 Claims Procedure. A Participant or beneficiary (" claimant") who has not received benefits under the Plan that he or she believes should be paid shall make a claim for such benefits as follows:
11.1.1 Initiation -Written Claim. The claimant initiates a claim by submitting to the Bank a written claim for the benefits.
11.1.2 Timing of Bank Response. The Bank shall respond to such claimant within 90 days after receiving the claim. If the Bank determines that special circumstances require additional time for processing the claim, the Bank can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Bank expect to render their decision.
11.1.3 Notice of Decision. If the Bank denies part or all of the claim, the Bank shall notify the claimant in writing of such denial. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
11.1.3.1 The specific reasons for the denial
11.1.3.2 A reference to the specific provisions of the Plan on which the denial is based,
11.1.3.3 A description of any additional information or· material necessary for the claimant to perfect the claim and an explanation of why it is needed,
11.1.3.4 An explanation of the Plan's review procedures and the time limits applicable to such procedures, and
11.1.3.5 A statement of the claimant's right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.
Article 12
Amendment or Termination of Plan
12.1 Non-Vested Insurance Benefit. Unless a Participant has a Vested Insurance Benefit pursuant to Section 5.1, the Bank may amend or terminate the Plan at any time, or may amend or terminate a Participant's rights under the Plan at any time prior to a Participant's death by written notice to the Participant.
12.2 Vested Insurance Benefit. If a Participant has a Vested Insurance Benefit, the Bank may amend or terminate the Plan for that Participant only if: (1) continuation of the Plan would cause significant financial harm to the Bank and (2) the Participant agrees to such action.
Article 13
Miscellaneous
13.1 Administrator. The Bank shall be the administrator of this Plan. The Bank may delegate to others certain aspects of the management and operational responsibilities including the service of advisors and the delegation of ministerial duties to qualified individuals.
13.2 Administration. The Bank shall have powers which are necessary to administer this Plan, including but not limited to:
13.2.1 Interpreting the provisions of the Plan;
13.2.2 Establishing and revising the method of accounting for the Plan;
13.2.3 Maintaining a record of benefit payments; and
13.2.4 Establishing rules and prescribing any forms necessary or desirable to administer the Plan.
13.3 Applicable Law. The Plan and all rights hereunder shall be governed by the laws of the State of Ohio, except to the extent preempted by the laws of the United States of America.
13.4 Binding Effect. This Plan shall bind the Participant and the Bank, and their beneficiaries, survivors, executors, successors, administrators and transferees.
13.5 Entire Agreement. This Plan constitutes the entire agreement between the Bank and the Participant as to the subject matter hereof. No rights are granted to the Participant by virtue of this Plan other than those specifically set forth herein.
13.6 Right of Offset. The Bank shall have the right to offset the benefits against any unpaid obligation the Participant may have with the Bank.
13.7 No Guarantee of Employment. This Plan is not an employment policy or contract. It does not give the Participant the right to remain an employee of the Bank, nor does it interfere with the Bank's right to terminate the Participant's employment. It also does not require the Participant to remain in employment nor interfere with the Participant's right to terminate employment at any time.
13.8 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Group Term Carve-Out Plan by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be. given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Bank. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.
13.9 Reorganization. The Bank shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Bank under this Plan. Upon the occurrence of such event, the term "Bank" as used in this Plan shall be deemed to refer to the successor or survivor company.
13.10 Tax Withholding. The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Plan.
13.11 Unfunded Arrangement. The Participant and beneficiary are general unsecured creditors of the Bank for the payment of benefits under this Plan. The benefits represent the mere promise by the Bank to pay such benefits. Any insurance on the Participant's life is a general asset of the Bank to which the Participant and beneficiary have no preferred or secured claim.
IN WITNESS WHEREOF, the Bank executes this Plan as of the date indicated above.
ATTEST: | BANK: | |
WAYNE SAVINGS COMMUNITY BANK | ||
/s/Michael C. Anderson | /s/Charles F. Finn | |
Signature | Signature | |
Executive Vice President and CFO | Chairman, President and CEO | |
Title | Title |
Exhibit 10.8
Wayne Savings Bancshares, Inc.
Summary of Cash Incentive Bonus Plan
An informal bonus arrangement that was implemented by the board of directors in 2006, the Cash Incentive Bonus Plan may be terminated or modified by the board at any time. Administered by the board’s compensation committee, the Cash Incentive Bonus Plan provides for an annual cash bonus for executive officers if they achieve annual performance goals established by the committee. The plan does not allow for payment of awards in any form other than cash, nor does it allow for deferral of plan awards. Any officer or employee designated by the compensation committee is eligible to receive a payment under the plan. Cash payments under the plan are made in the first quarter of the year if the established goals for the preceding year are achieved.
An executive’s maximum bonus under the Cash Incentive Bonus Plan is 25% of his or her salary. Although the board of directors may change any and all features of the plan at any time, for the executive officers the performance categories currently consist of a net income goal, a return-on-equity goal, and a discretionary goal having to do with the board’s or the compensation committee’s subjective assessment of an executive’s performance. Currently, the performance categories and potential awards are as follows –
Maximum Cash Incentive
annual net income goal |
Maximum Cash Incentive Bonus of 10% of Salary:
return on equity of Ohio-based, publicly traded . . . |
Maximum Cash
discretionary | ||||
for achieving budgeted net income goal |
for exceeding the budgeted net income goal |
savings associations and holding companies |
banks and holding companies | |||
for achieving the median return on equity |
for exceeding by 15% or more the median return on equity |
for achieving the median return on equity |
for exceeding by 15% or more the median return on equity | |||
cash incentive bonus of 5% of salary |
cash incentive bonus of an additional 1% of salary for every 5% increment of net income over the goal, up to a maximum of an additional 5% of salary |
cash incentive bonus of 2% of salary |
cash incentive bonus of 3% of salary |
cash incentive bonus of 2% of salary |
cash incentive bonus of 3% of salary |
cash incentive bonus of up to 5% of salary |
At or about the beginning of each year, the board of directors establishes in the budget approval process the net income goal for the President and Chief Executive Officer, the Executive Vice President and Chief Operating Officer, the Senior Vice President and Chief Financial Officer, and other officers selected by the compensation committee. Individual performance goals also may be established at that time for purposes of the compensation committee’s subjective evaluation of an individual executive’s performance, but the committee’s evaluation remains subjective and is not dependent on specific performance goals being established for an executive in advance. Data concerning the median return on equity of Ohio-based banks, savings associations, and financial institution holding companies are readily available to the committee from commercial sources, such as SNL Financial in Charlottesville, Virginia, from industry trade groups, and from other sources.
Exhibit 31.1
Pursuant to Rule 13a-14(a) and 15d-14(a)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
Certification of the Chief Executive Officer
I, Rod C. Steiger, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Wayne Savings Bancshares, Inc.; |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
3. | Based on my knowledge, the financial statements and other financial information included in this quarterly report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(c) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and |
d) | disclosed in this quarterly report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
May 10, 2013 | /s/Rod C. Steiger | |
Date | Rod C. Steiger | |
President and Chief Executive Officer |
Exhibit 31.2
Pursuant to Rule 13a-14(a) and 15d-14(a)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
Certification of the Chief financial Officer
I, Myron Swartzentruber, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Wayne Savings Bancshares, Inc.; |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
3. | Based on my knowledge, the financial statements and other financial information included in this quarterly report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(c) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and |
d) | disclosed in this quarterly report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
May 10, 2013 | /s/Myron Swartzentruber | |
Date | Myron Swartzentruber | |
Senior Vice President and | ||
Chief Financial Officer |
EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
I, Rod C. Steiger, President and Chief Executive Officer and Myron Swartzentruber, Senior Vice President and Chief Financial Officer, of Wayne Savings Bancshares, Inc. (the “Company”), hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350, that:
(1) | The Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2013, (the “Report”) fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
May 10, 2013 | /s/Rod C. Steiger | |
Date | Rod C. Steiger | |
President and Chief Executive Officer | ||
May 10, 2013 | /s/Myron Swartzentruber | |
Date | Myron Swartzentruber | |
Senior Vice President and | ||
Chief Financial Officer |
Goodwill and Intangible Assets (Details) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Goodwill And Intangible Assets Details | ||
Goodwill | $ 1,719 | $ 1,719 |
Other intangible assets - gross | 974 | 974 |
Other intangible assets - amortization | (869) | (846) |
Total | $ 1,824 | $ 1,847 |
Fair Value Measurements (Details 1) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Collateral-dependent impaired loans | $ 2,437 | |
Foreclosed assets | 16 | |
Fair Value measured on a Non-Recurring Basis | Fair value
|
||
Collateral-dependent impaired loans | 344 | 2,437 |
Foreclosed assets | 16 | |
Fair Value measured on a Non-Recurring Basis | Quoted Prices in Active Markets for Identical Assets (Level 1)
|
||
Collateral-dependent impaired loans | ||
Foreclosed assets | ||
Fair Value measured on a Non-Recurring Basis | Significant Other Observable Inputs (Level 2)
|
||
Collateral-dependent impaired loans | ||
Foreclosed assets | ||
Fair Value measured on a Non-Recurring Basis | Significant Unobservable Inputs (Level 3)
|
||
Collateral-dependent impaired loans | 344 | 2,437 |
Foreclosed assets | $ 16 |
Credit Quality of Loans and Allowance for Loan Losses (Details 1) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
Mar. 31, 2012
|
||||
---|---|---|---|---|---|---|---|
Loans Receivable, gross | $ 252,848 | $ 254,393 | $ 254,393 | ||||
One-to-four family residential
|
|||||||
Loans Receivable, gross | 161,706 | [1] | 160,910 | [1] | 160,910 | ||
All other mortgage loans
|
|||||||
Loans Receivable, gross | 79,026 | [1] | 77,721 | [1] | 77,721 | ||
Commercial business loans
|
|||||||
Loans Receivable, gross | 10,707 | [1] | 14,245 | [1] | 14,245 | ||
Consumer loans
|
|||||||
Loans Receivable, gross | 1,409 | [1] | 1,517 | [1] | 1,517 | ||
One-to-four family residential | Pass (Risk 1-4)
|
|||||||
Loans Receivable, gross | 152,244 | [1] | 151,749 | [1] | |||
One-to-four family residential | Special Mention (Risk 5)
|
|||||||
Loans Receivable, gross | 700 | [1] | 708 | [1] | |||
One-to-four family residential | Substandard (Risk 6)
|
|||||||
Loans Receivable, gross | 8,762 | [1] | 8,453 | [1] | |||
All other mortgage loans | Pass (Risk 1-4)
|
|||||||
Loans Receivable, gross | 71,363 | [1] | 68,949 | [1] | |||
All other mortgage loans | Special Mention (Risk 5)
|
|||||||
Loans Receivable, gross | 2,433 | [1] | 2,934 | [1] | |||
All other mortgage loans | Substandard (Risk 6)
|
|||||||
Loans Receivable, gross | 5,230 | [1] | 5,838 | [1] | |||
Commercial business loans | Pass (Risk 1-4)
|
|||||||
Loans Receivable, gross | 10,512 | [1] | 14,034 | [1] | |||
Commercial business loans | Special Mention (Risk 5)
|
|||||||
Loans Receivable, gross | 24 | [1] | 26 | [1] | |||
Commercial business loans | Substandard (Risk 6)
|
|||||||
Loans Receivable, gross | 171 | [1] | 185 | [1] | |||
Consumer loans | Pass (Risk 1-4)
|
|||||||
Loans Receivable, gross | 1,407 | [1] | 1,513 | [1] | |||
Consumer loans | Special Mention (Risk 5)
|
|||||||
Loans Receivable, gross | [1] | [1] | |||||
Consumer loans | Substandard (Risk 6)
|
|||||||
Loans Receivable, gross | $ 2 | [1] | $ 4 | [1] | |||
|
Accumulated Other Comprehensive Income (Tables)
|
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accumulated Other Comprehensive Income | The components of accumulated other comprehensive income, included in stockholders equity, are as follows:
|
Stock Option Plan (Details) (USD $)
|
3 Months Ended | 12 Months Ended |
---|---|---|
Mar. 31, 2013
|
Dec. 31, 2012
|
|
Number of options: | ||
Number of Options outstanding, beginning | 58,908 | 63,408 |
Number of Options granted | ||
Number of Options exercised | ||
Number of Options forfeited or expired | 17,704 | 4,500 |
Number of Options outstanding, ending | 41,204 | 58,908 |
Number of Options exercisable | 41,204 | 58,908 |
Weighted Average Exercise Price of Options outstanding, beginning | $ 13.95 | $ 13.95 |
Weighted Average Exercise Price of Options granted | ||
Weighted Average Exercise Price of Options exercised | ||
Weighted Average Exercise Price of Options forfeited or expired | $ 13.95 | $ 13.95 |
Weighted Average Exercise Price of Options outstanding, ending | $ 13.95 | $ 13.95 |
Weighted Average Exercise Price of Options exercisable | $ 13.95 | $ 13.95 |
Weighted Average Remaining Contractual Term of Options outstanding | 0 years 5 months 1 day |
Credit Quality of Loans and Allowance for Loan Losses (Details 5) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
N
|
Dec. 31, 2012
N
|
---|---|---|
One To Four Family Residential
|
||
Number of Loans | 1 | 2 |
Pre-modification Unpaid Principal Balance | $ 113 | $ 538 |
Post- modification Unpaid Principal Balance | 113 | 538 |
All other mortgage loans
|
||
Number of Loans | 1 | |
Pre-modification Unpaid Principal Balance | 576 | |
Post- modification Unpaid Principal Balance | $ 576 |
Fair Value Measurements (Details 2) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | 3 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2012
|
Mar. 31, 2013
Significant Unobservable Inputs (Level 3)
Fair Value measured on a Non-Recurring Basis
|
Dec. 31, 2012
Significant Unobservable Inputs (Level 3)
Fair Value measured on a Non-Recurring Basis
|
Mar. 31, 2013
Significant Unobservable Inputs (Level 3)
Fair Value measured on a Non-Recurring Basis
Impaired loans
|
|
Collateral-dependent impaired loans | $ 2,437 | $ 344 | $ 2,437 | $ 344 |
Foreclosed assets | $ 16 | $ 16 | ||
Valuation Technique | Market comparable properties | Market comparable properties | ||
Unobservable Input | Selling Costs | Selling Costs; Sheriff's sale discount | ||
Range (Weighted Average) | Selling Costs: 10% | Selling Costs: 10%; Sheriff's sale discount 37% |
Credit Quality of Loans and Allowance for Loan Losses
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit Quality Of Loans And Allowance For Loan Losses | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit Quality of Loans and Allowance for Loan Losses | Note 4: Credit Quality of Loans and the Allowance for Loan Losses Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income, charge-offs, the allowance for loan losses, any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans. For loans amortized at cost, interest income is accrued based on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, as well as premiums and discounts, are deferred and amortized as a level yield adjustment over the respective term of the loan. The accrual of interest on mortgage and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well secured and in process of collection. Past due status is determined based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current for a period of six months and future payments are reasonably assured. Allowance for Loan Losses The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for loan losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrowers ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Companys internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data. A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loans effective interest rate, the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent. Large groups of smaller balance homogenous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment measurements, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower. The risk characteristics of each portfolio segment are as follows: Residential Real Estate Loans For residential mortgage loans that are secured by one-to-four family residences and are generally owner occupied, the Company generally establishes a maximum loan-to-value ratio and requires private mortgage insurance if that ratio is exceeded. Home equity loans are typically secured by a subordinate interest in one-to-four family residences. Repayment can also be impacted by changes in property values on residential properties. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers. All Other Mortgage Loans All other mortgage loans consist of residential construction loans, nonresidential real estate loans, land loans and multi-family real estate loans. Residential construction loan proceeds are disbursed in increments as construction progresses and as inspections warrant. Construction loans are typically structured as permanent one-to-four family loans originated by the Company with a 12-month construction phase. Accordingly, upon completion of the construction phase, there is no change in interest rate or term to maturity of the original construction loan, nor is a new permanent loan originated. These loans are generally owner occupied and the Company generally establishes a maximum loan-to-value ratio and requires private mortgage insurance if that ratio is exceeded. Nonresidential real estate loans are negotiated on a case by case basis. Loans secured by nonresidential real estate generally involve a greater degree of risk than one-to-four family residential mortgage loans and carry larger loan balances. This increased credit risk is a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income producing properties, and the increased difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by nonresidential real estate is typically dependent upon the successful operation of the related real estate project. If the cash flow from the project is reduced, the borrowers ability to repay the loan may be impaired. The Company also originates a limited number of land loans secured by individual improved and unimproved lots for future residential construction. In addition, the Company originates loans to commercial customers with land held as the collateral. Multi-family real estate loans generally involve a greater degree of credit risk than one-to-four family residential mortgage loans and carry larger loan balances. This increased credit risk is a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income-producing properties, and the increased difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by multi-family real estate is typically dependent upon the successful operation of the related real estate property. If the cash flow from the project is reduced, the borrowers ability to repay the loan may be impaired. Commercial Business Loans Commercial business loans carry a higher degree of risk than one-to-four family residential loans. Such lending typically involves large loan balances concentrated in a single borrower or groups of related borrowers for rental or business properties. In addition, the payment experience on loans secured by income-producing properties is typically dependent on the success of the operation of the related project and thus is typically affected by adverse conditions in the real estate market and in the economy. The Company originates commercial loans generally in the $50,000 to $1,000,000 range with the majority of these loans being under $500,000. Commercial loans are generally underwritten based on the borrowers ability to pay and assets such as buildings, land and equipment are taken as additional loan collateral. Each loan is evaluated for a level of risk and assigned a rating from 1 (the highest quality rating) to 7 (the lowest quality rating). Consumer Loans Consumer loans entail greater credit risk than residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by assets that depreciate rapidly, such as automobiles, mobile homes, boats, and recreational vehicles. In such cases, repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan and the remaining deficiency often does not warrant further substantial collection efforts against the borrower. In particular, amounts realizable on the sale of repossessed automobiles may be significantly reduced based upon the condition of the automobiles and the lack of demand for used automobiles. The following presents by portfolio segment, the activity in the allowance for loan losses for the three months ended March 31, 2013 and 2012:
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on the portfolio segment and impairment method as of March 31, 2013 and December 31, 2012:
Total loans in the above tables do not include deferred loan origination fees of $610,000 and $569,000 or loans in process of $2.4 million and $2.6 million, respectively, for March 31, 2013 and December 31, 2012. The following tables present the credit risk profile of the Banks loan portfolio based on rating category and payment activity as of March 31, 2013 and December 31, 2012:
* Ratings are generally assigned to consumer and residential mortgage loans on a pass or fail basis, where fail results in a substandard classification. Commercial loans, both secured by real estate or other assets or unsecured, are analyzed in accordance with an analytical matrix codified in the Banks loan policy that produces a risk rating as described below. Risk 1 is unquestioned credit quality for any credit product. Loans are secured by cash and near cash collateral with immediate access to proceeds.
Risk 2 is very low risk with strong credit and repayment sources. Borrower is well capitalized in a stable industry, financial ratios exceed peers and financial trends are positive.
Risk 3 is very favorable risk with highly adequate credit strength and repayment sources. Borrower has good overall financial condition and adequate capitalization.
Risk 4 is acceptable, average risk with adequate credit strength and repayment sources. Collateral positions must be within Bank policies.
Risk 5 or Special Mention, also known as watch, has potential weakness that deserves Managements close attention. This risk includes loans where the borrower has developed financial uncertainties or the borrower is resolving the financial uncertainties. Bank credits have been secured or negotiations will be ongoing to secure further collateral.
Risk 6 or Substandard loans are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged. This risk category contains loans that exhibit a weakening of the borrowers credit strength with limited credit access and all non-performing loans.
Risk 7 or Doubtful loans are significantly under protected by the current net worth and paying capacity of the borrower or of the collateral pledged. This risk category contains loans that are likely to experience a loss of some magnitude, but where the amount of the expected loss is not known with enough certainty to allow for an accurate calculation of a loss amount for charge- off. This category is considered to be temporary until a charge-off amount can be reasonably determined.
The following tables present the Banks loan portfolio aging analysis for March 31, 2013 and December 31, 2012:
Non-accrual loans were comprised of the following at:
A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16), when based on current information and events, it is probable the Bank will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. Information with respect to the Companys impaired loans at March 31, 2013 and December 31, 2012 in combination with activity for the three months ended March 31, 2013 and 2012 is presented below:
The interest income recognized in the above tables reflects interest income recognized and is not materially different from the cash basis method. All the TDR classifications listed below occurred as concessions were granted to borrowers experiencing financial difficulties. In 2013, the concessions made to the borrowers included both a reduction in the stated interest rate below the market rate of similar debt and an extension of the maturity date. The TDR classifications which occurred in the March 31, 2012 period were both due to an effective interest rate below the market interest rate of similar debt. Each TDR has been individually evaluated for impairment with the appropriate specific valuation allowance included in the allowance for loan losses calculation. There were no TDR classifications which defaulted during the three month periods ended March 31, 2013 and 2012. The Company considers TDRs that become 90 days or more past due under modified terms as subsequently defaulted.
|