SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 2, 2012
ECB BANCORP, INC.
(Exact name of registrant as specified in its charter)
North Carolina | 000-24753 | 56-2090738 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
Post Office Box 337
Engelhard, North Carolina 27824
(Address of principal executive offices) (Zip Code)
(252) 925-5501
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition. |
On April 2, 2012, ECB Bancorp, Inc. (the Company) announced its results of operations for the three months and year ended December 31, 2011. A copy of the Companys press release dated April 2, 2012 is being furnished as Exhibit 99.1 to this Report.
The information contained in this Report and its exhibits shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit No. |
Description | |
99.1 | Press Release Dated April 2, 2012 |
SIGNATURE
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.
ECB BANCORP, INC. | ||||||
Date: April 5, 2012 | By: | /s/ A. Dwight Utz | ||||
A. Dwight Utz | ||||||
President and Chief Executive Officer |
Exhibit 99.1
|
PRESS RELEASE
|
April 2, 2012
CONTACT: | ECB Bancorp, Inc. | |
Thomas M. Crowder, Chief Financial Officer | ||
(252) 925-5520 | ||
(252) 925-8491 facsimile |
FOR IMMEDIATE RELEASE
ECB Bancorp, Inc. Reports 2011 Annual and Fourth Quarter Results
ENGELHARD, N.C.-ECB Bancorp, Inc. (NYSE-AMEX:ECBE) (ECB or the Company) today announced its results for the twelve months and three months ended December 31, 2011.
2011 Annual and Fourth Quarter Financial Highlights
For the twelve months ended December 31, 2011, net income was a loss of ($1,024,000), a decrease of (219%) compared to net income for the twelve months ended December 31, 2010 of $860,000. After adjusting for $1,063,000 in preferred stock dividends and accretion of warrant discount, the net loss attributable to common shareholders for the twelve months ended December 31, 2011 was ($2,087,000) or ($0.73) per diluted share compared to a net loss of ($203,000) or ($0.07) per diluted share for the year 2010. The 2011 loss attributable to common shareholders represents a higher loss than was reported in 2010 primarily due to a decrease in net gains on sales of securities, fees incurred in connection with the terminated private placement offering and increased data processing fees. As we previously reported in February 2012, ECB mutually agreed to terminate its announced private placement of $79.7 million in common equity. This action resulted in the recognition in 2011 of certain costs and expenses related to the capital raise that totaled $1.7 million in the aggregate. This expense contributed significantly to the annual and three months reported loss ended December 31, 2011.
For the three months ended December 31, 2011, the net loss totaled ($1,612,000), or a (43.4%) increase in net loss from the ($1,124,000) in net loss for the three months ended December 31, 2010. After adjusting for $266,000 in preferred stock dividends and the accretion of warrant discount, the net loss charged to common shareholders for the three months ended December 31, 2011 was ($1,878,000) or ($0.66) per diluted share, an increase in net loss of (35.1%) compared to the loss of ($1,390,000) or ($0.49) per diluted share for the three months ended December 31, 2010.
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Other Financial Highlights include:
| Consolidated assets increased .2% to $921,277,000 at December 31, 2011 from $919,869,000 at December 31, 2010. |
| Loans decreased (12.5%) to $496,542,000 at December 31, 2011 compared to $567,631,000 at December 31, 2010. |
| Deposits increased 1.5% to $797,645,000 at December 31, 2011 from $785,941,000 at December 31, 2010. |
| Net interest income decreased (3.4%) to $26,971,000 for the twelve months ended December 31, 2011 from $27,919,000 for the same period a year ago. |
| Total interest expense for the twelve months ending December 31, 2011 declined (15.0%) to $10,106,000 from $11,888,000 for the same period in 2010. |
| Non-interest income for the twelve months ended December 31, 2011 net of securities gains was $6,169,000, a decrease of (4.9%) compared to $6,487,000 of non-interest income net of securities gains for the same period in 2010. |
| Provision for loan losses charged to operations for the twelve months ended December 31, 2011 totaled $8,483,000, a decrease of (34.6%) compared to the $12,980,000 provision charged to operations for the same period in 2010. |
Dwight Utz, President and Chief Executive Officer, stated: 2011 was an important year in implementing some key structural changes to our organization. We completed the conversion of our core operating system, expanded our Enterprise Risk function, enhanced our loan loss modeling process and established a Customer Care Center to enhance our overall customer service contact points. Our Board of Directors and leadership team were disappointed that our efforts to enhance the Banks capital position through an agreed upon private placement of $79.7 million in common equity was unsuccessful because
the regulatory approvals required to complete the private placement offering had not been received by all of the investors as of the termination date. As you know this also resulted in the termination of our acquisition of all deposits and selected assets associated with seven Gateway branches, predominately in the Raleigh/Chapel Hill MSA.
Mr. Utz concluded: With these issues addressed early this year, we expect 2012 to be a transitional year for ECB as we continue to build on our improved banking platform and look forward to the return of more normalized earnings and credit quality. It is important to confirm that our Company is well capitalized. Our Board of Directors and leadership team remain committed to the long-term success of our Company.
Thomas M. Crowder, Executive Vice President and Chief Financial Officer, stated: We expect rates to continue to remain low for the rest of 2012 and continue to see our cost of funding decline as we move through the first half of 2012. This should assist us in continuing to expand our Net Interest Margin to more normal levels in 2012.
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About ECB Bancorp, Inc.
ECB Bancorp, Inc. is a bank holding company, headquartered in Engelhard, North Carolina, whose wholly-owned subsidiary, The East Carolina Bank, is a state-chartered, independent community bank insured by the FDIC. The Bank provides a full range of financial services through its 25 offices covering eastern North Carolina from Currituck to Ocean Isle Beach and Greenville to Hatteras. The Bank also provides mortgages, insurance services through the Banks licensed agents, and investment and brokerage services offered through a third-party broker-dealer. The Companys common stock is listed on NYSE-Amex under the symbol ECBE. More information can be obtained by visiting ECB's web site at www.myecb.com.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
Statements in this Press Release relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, expectations or beliefs about future events or results, and other statements that are not descriptions of historical facts, may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, risk factors discussed in the Companys Annual Report on Form 10-K and in other documents filed by the Company with the Securities and Exchange Commission from time to time. Forward-looking statements may be identified by terms such as may, will, should, could, expects, plans, intends, anticipates, feels, believes, estimates, predicts, forecasts, potential or continue, or similar terms or the negative of these terms, or other statements concerning opinions or judgments of the Companys management about future events. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to: pressures on the Companys earnings, capital and liquidity resulting from current and future conditions in the credit and equity markets; the financial success or changing strategies of the Companys customers; actions of government regulators or changes in laws, regulations or accounting standards that adversely affect our business; changes in the interest rate environment and the level of market interest rates that reduce our net interest margins and/or the values of loans we make and securities we hold; weather and similar conditions, particularly the effect of hurricanes on the Companys banking and operations facilities and on the Companys customers and the communities in which it does business; continued or
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unexpected increases in credit losses in the Companys loan portfolio; continued adverse conditions in general economic conditions and real estate values in our banking market (particularly as those conditions affect our loan portfolio, the abilities of our borrowers to repay their loans, and the values of loan collateral); and other developments or changes in our business that we do not expect. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. All forward-looking statements attributable to the Company are expressly qualified in their entirety by the cautionary statements in this paragraph. The Company has no obligation, and does not intend, to update these forward-looking statements.
###
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ECB BANCORP, INC. AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 2011 and 2010
(Dollars in thousands, except per share data)
December 31, 2011* |
December 31, 2010* |
|||||||
Assets |
||||||||
Non-interest bearing deposits and cash |
$ | 18,363 | $ | 11,731 | ||||
Interest-bearing deposits |
63 | 20 | ||||||
Overnight investments |
6,305 | 8,415 | ||||||
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|
|
|
|||||
Total cash and cash equivalents |
24,731 | 20,166 | ||||||
|
|
|
|
|||||
Investment securities |
||||||||
Available-for-sale, at market value (cost of $338,685 and $275,883 at December 31, 2011 and 2010, respectively) |
339,450 | 273,229 | ||||||
Loans held for sale |
2,866 | 4,136 | ||||||
Loans |
496,542 | 567,631 | ||||||
Allowance for loan losses |
(12,092 | ) | (13,247 | ) | ||||
|
|
|
|
|||||
Loans, net |
484,450 | 554,384 | ||||||
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|
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Real estate and repossessions acquired in settlement of loans, net |
6,573 | 4,536 | ||||||
Federal Home Loan Bank common stock, at cost |
3,456 | 4,571 | ||||||
Bank premises and equipment, net |
26,289 | 26,636 | ||||||
Accrued interest receivable |
5,308 | 5,243 | ||||||
Bank owned life insurance |
11,778 | 8,954 | ||||||
Other assets |
16,376 | 18,014 | ||||||
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|
|
|
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Total |
$ | 921,277 | $ | 919,869 | ||||
|
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|
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Liabilities and Shareholders equity |
||||||||
Deposits |
||||||||
Demand, non-interest-bearing |
$ | 135,732 | $ | 104,932 | ||||
Demand, interest-bearing |
270,119 | 262,977 | ||||||
Savings |
55,517 | 29,938 | ||||||
Time |
336,277 | 388,094 | ||||||
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|
|
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Total deposits |
797,645 | 785,941 | ||||||
|
|
|
|
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Accrued interest payable |
519 | 631 | ||||||
Short-term borrowings |
11,679 | 11,509 | ||||||
Long-term obligations |
25,500 | 34,500 | ||||||
Other liabilities |
5,491 | 6,394 | ||||||
|
|
|
|
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Total liabilities |
840,834 | 838,975 | ||||||
|
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|
|
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Shareholders equity |
||||||||
Preferred stock, Series A |
17,454 | 17,288 | ||||||
Common stock, par value $3.50 per share |
9,974 | 9,974 | ||||||
Capital surplus |
25,873 | 25,852 | ||||||
Warrant |
878 | 878 | ||||||
Retained earnings |
25,926 | 28,554 | ||||||
Accumulated other comprehensive income (loss) |
338 | (1,652 | ) | |||||
|
|
|
|
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Total shareholders equity |
80,443 | 80,894 | ||||||
|
|
|
|
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Total |
$ | 921,277 | $ | 919,869 | ||||
|
|
|
|
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Common shares outstanding |
2,849,841 | 2,849,841 | ||||||
Common shares authorized ($3.50 par value) |
50,000,000 | 10,000,000 | ||||||
Preferred shares outstanding |
17,949 | 17,949 | ||||||
Preferred shares authorized |
2,000,000 | 2,000,000 | ||||||
Non-voting common shares authorized |
2,000,000 | |
* | Derived from audited consolidated financial statements. |
ECB BANCORP, INC. AND SUBSIDIARY
Consolidated Results of Operations
For the three and twelve months ended Decemebr 31, 2011 and 2010
(Dollars in thousands, except per share data)
Three months ended December 31, |
Twelve months ended December 31, |
|||||||||||||||
2011 | 2010 | 2011* | 2010* | |||||||||||||
Interest income: |
||||||||||||||||
Interest and fees on loans |
$ | 6,870 | $ | 7,683 | $ | 28,652 | $ | 30,745 | ||||||||
Interest on investment securities: |
||||||||||||||||
Interest exempt from federal income taxes |
134 | 204 | 485 | 1,541 | ||||||||||||
Taxable interest income |
1,801 | 1,945 | 7,862 | 7,464 | ||||||||||||
Dividend income |
7 | 4 | 34 | 44 | ||||||||||||
Other interest income |
6 | 4 | 44 | 13 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total interest income |
8,818 | 9,840 | 37,077 | 39,807 | ||||||||||||
|
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|
|
|
|
|||||||||
Interest expense: |
||||||||||||||||
Deposits: |
||||||||||||||||
Demand accounts |
400 | 482 | 1,973 | 1,527 | ||||||||||||
Savings |
98 | 39 | 310 | 91 | ||||||||||||
Time |
1,573 | 2,144 | 6,925 | 9,392 | ||||||||||||
Short-term borrowings |
69 | 58 | 284 | 241 | ||||||||||||
Long-term obligations |
143 | 203 | 614 | 637 | ||||||||||||
|
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|
|
|
|
|
|
|||||||||
Total interest expense |
2,283 | 2,926 | 10,106 | 11,888 | ||||||||||||
|
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|
|
|
|
|
|
|||||||||
Net interest income |
6,535 | 6,914 | 26,971 | 27,919 | ||||||||||||
Provision for loan losses |
2,252 | 4,337 | 8,483 | 12,980 | ||||||||||||
|
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|
|||||||||
Net interest income after provision for loan losses |
4,283 | 2,577 | 18,488 | 14,939 | ||||||||||||
|
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|
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Noninterest income: |
||||||||||||||||
Service charges on deposit accounts |
833 | 860 | 3,262 | 3,418 | ||||||||||||
Other service charges and fees |
241 | 251 | 1,225 | 1,419 | ||||||||||||
Mortgage origination fees |
267 | 427 | 1,300 | 1,283 | ||||||||||||
Net gain on sale of securities |
749 | 2,037 | 2,631 | 5,508 | ||||||||||||
Income from bank owned life insurance |
102 | 74 | 324 | 297 | ||||||||||||
Other operating (expense) income |
70 | 12 | 58 | 70 | ||||||||||||
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|
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Total noninterest income |
2,262 | 3,661 | 8,800 | 11,995 | ||||||||||||
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|
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Noninterest expenses: |
||||||||||||||||
Salaries |
2,742 | 2,639 | 10,869 | 9,832 | ||||||||||||
Retirement and other employee benefits |
716 | 742 | 2,814 | 2,924 | ||||||||||||
Occupancy |
508 | 492 | 2,041 | 1,876 | ||||||||||||
Equipment |
551 | 618 | 2,173 | 2,160 | ||||||||||||
Professional fees |
604 | 250 | 1,386 | 936 | ||||||||||||
Supplies |
60 | 56 | 238 | 221 | ||||||||||||
Communications/Data lines |
173 | 176 | 710 | 663 | ||||||||||||
FDIC insurance |
178 | 412 | 941 | 1,445 | ||||||||||||
Other outside services |
165 | 177 | 602 | 528 | ||||||||||||
Net cost of real estate and repossessions acquired in settlement of loans |
696 | 611 | 1,438 | 1,104 | ||||||||||||
Contract early termination fees |
| 1,141 | | 1,141 | ||||||||||||
Securities purchase agreement termination fees |
1,686 | | 1,686 | | ||||||||||||
Data processing and related expenses |
501 | 76 | 1,062 | 295 | ||||||||||||
Other operating expenses |
836 | 917 | 3,896 | 3,715 | ||||||||||||
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|
|||||||||
Total noninterest expenses |
9,416 | 8,307 | 29,856 | 26,840 | ||||||||||||
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|||||||||
(Loss) income before income taxes |
(2,871 | ) | (2,069 | ) | (2,568 | ) | 94 | |||||||||
Income tax benefit |
(1,259 | ) | (945 | ) | (1,544 | ) | (766 | ) | ||||||||
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|||||||||
Net income (loss) |
(1,612 | ) | (1,124 | ) | (1,024 | ) | 860 | |||||||||
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|
|||||||||
Preferred stock dividends |
224 | 224 | 897 | 897 | ||||||||||||
Accretion of discount |
42 | 42 | 166 | 166 | ||||||||||||
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|||||||||
Loss available to common shareholders |
($ | 1,878 | ) | ($ | 1,390 | ) | ($ | 2,087 | ) | ($ | 203 | ) | ||||
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Net loss per share - basic |
($ | 0.66 | ) | ($ | 0.49 | ) | ($ | 0.73 | ) | ($ | 0.07 | ) | ||||
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Net loss per share - diluted |
($ | 0.66 | ) | ($ | 0.49 | ) | ($ | 0.73 | ) | ($ | 0.07 | ) | ||||
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|||||||||
Weighted average shares outstanding - basic |
2,849,841 | 2,849,841 | 2,849,841 | 2,849,594 | ||||||||||||
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Weighted average shares outstanding - diluted |
2,849,841 | 2,849,841 | 2,849,841 | 2,849,594 | ||||||||||||
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* | Derived from audited consolidated financial statements. |
ECB Bancorp, Inc.
Supplemental Quarterly Financial Data (Unaudited)
(Dollars in thousands, except per share data)
12/31/2011 | 9/30/2011 | 6/30/2011 | 3/31/2011 | 12/31/2010 | ||||||||||||||||
Income Statement Data: |
||||||||||||||||||||
Interest income |
$ | 8,818 | $ | 9,189 | $ | 9,632 | $ | 9,438 | $ | 9,840 | ||||||||||
Interest expense |
2,283 | 2,566 | 2,587 | 2,670 | 2,926 | |||||||||||||||
|
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|
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|
|
|
|
|
|
|||||||||||
Net interest income |
6,535 | 6,623 | 7,045 | 6,768 | 6,914 | |||||||||||||||
Provision for loan losses |
2,252 | 1,028 | 1,273 | 3,930 | 4,337 | |||||||||||||||
Net after provision expense |
4,283 | 5,595 | 5,772 | 2,838 | 2,577 | |||||||||||||||
Noninterest income |
2,262 | 2,568 | 2,539 | 1,431 | 3,661 | |||||||||||||||
Noninterest expense |
9,416 | 7,539 | 6,657 | 6,244 | 8,307 | |||||||||||||||
Income (loss) before income taxes |
(2,871 | ) | 624 | 1,654 | (1,975 | ) | (2,069 | ) | ||||||||||||
Income tax expense (benefit) |
(1,259 | ) | 97 | 509 | (891 | ) | (945 | ) | ||||||||||||
|
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|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) |
(1,612 | ) | 527 | 1,145 | (1,084 | ) | (1,124 | ) | ||||||||||||
Preferred stock dividend & accretion of discount |
266 | 267 | 265 | 265 | 266 | |||||||||||||||
|
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|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) available to common shareholders |
$ | (1,878 | ) | $ | 260 | $ | 880 | $ | (1,349 | ) | $ | (1,390 | ) | |||||||
|
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|
|
|
|
|
|
|
|
|||||||||||
Per Share Data and Shares Outstanding: |
||||||||||||||||||||
Net income - basic |
$ | (0.66 | ) | $ | 0.09 | $ | 0.31 | $ | (0.47 | ) | $ | (0.49 | ) | |||||||
Net income - diluted |
(0.66 | ) | 0.09 | 0.31 | (0.47 | ) | (0.49 | ) | ||||||||||||
Cash dividends |
0.05 | | 0.07 | 0.07 | 0.07 | |||||||||||||||
Book value at period end |
22.10 | 23.10 | 22.79 | 21.71 | 22.32 | |||||||||||||||
Dividend payout ratio |
-7.58 | % | 0.00 | % | 22.58 | % | -14.89 | % | -14.29 | % | ||||||||||
Weighted-average number of common shares outstanding: |
||||||||||||||||||||
Basic |
2,849,841 | 2,849,841 | 2,849,841 | 2,849,841 | 2,849,841 | |||||||||||||||
Diluted |
2,849,841 | 2,849,841 | 2,849,841 | 2,849,841 | 2,849,841 | |||||||||||||||
Shares outstanding at period end |
2,849,841 | 2,849,841 | 2,849,841 | 2,849,841 | 2,849,841 | |||||||||||||||
Balance Sheet Data: |
||||||||||||||||||||
Total assets |
$ | 921,277 | $ | 923,695 | $ | 941,463 | $ | 916,571 | $ | 919,869 | ||||||||||
Loans - gross |
496,542 | 521,626 | 542,687 | 546,641 | 567,631 | |||||||||||||||
Allowance for loan losses |
12,092 | 12,214 | 15,448 | 15,219 | 13,247 | |||||||||||||||
Investment securities |
339,450 | 327,066 | 298,116 | 304,975 | 273,229 | |||||||||||||||
Interest earning assets |
848,682 | 858,914 | 880,814 | 856,840 | 858,002 | |||||||||||||||
Premises and equipment, net |
26,289 | 26,137 | 26,740 | 26,716 | 26,636 | |||||||||||||||
Total deposits |
797,645 | 796,609 | 812,774 | 786,754 | 785,941 | |||||||||||||||
Short-term borrowings |
11,679 | 13,528 | 13,711 | 17,421 | 11,509 | |||||||||||||||
Long-term obligations |
25,500 | 25,500 | 27,500 | 27,500 | 34,500 | |||||||||||||||
Shareholders equity |
80,443 | 83,248 | 82,320 | 79,213 | 80,894 | |||||||||||||||
Selected Performance Ratios (annualized): |
||||||||||||||||||||
Return on average assets |
-0.70 | % | 0.22 | % | 0.49 | % | -0.48 | % | -0.48 | % | ||||||||||
Return on average shareholders equity |
-7.85 | % | 2.56 | % | 5.71 | % | -5.38 | % | -5.15 | % | ||||||||||
Net interest margin |
3.10 | % | 3.06 | % | 3.35 | % | 3.30 | % | 3.23 | % | ||||||||||
Efficiency ratio |
105.3 | % | 81.0 | % | 68.6 | % | 75.0 | % | 77.3 | % | ||||||||||
Asset Quality Ratios: |
||||||||||||||||||||
Nonperforming loans to period-end loans |
5.15 | % | 5.49 | % | 4.65 | % | 4.04 | % | 3.89 | % | ||||||||||
Allowance for loan losses to period-end loans |
2.44 | % | 2.34 | % | 2.85 | % | 2.78 | % | 2.33 | % | ||||||||||
Allowance for loan losses to nonperforming loans |
47.3 | % | 42.7 | % | 61.3 | % | 68.9 | % | 60.0 | % | ||||||||||
Net charge-offs to average loans (annualized) |
1.85 | % | 3.18 | % | 0.77 | % | 1.40 | % | 2.99 | % | ||||||||||
Capital Ratios: |
||||||||||||||||||||
Tangible equity to total assets |
6.84 | % | 7.13 | % | 6.90 | % | 6.75 | % | 6.91 | % | ||||||||||
Equity-to-assets ratio |
8.73 | % | 9.01 | % | 8.74 | % | 8.64 | % | 8.79 | % | ||||||||||
Leverage Capital Ratio |
8.25 | % | 8.34 | % | 8.39 | % | 8.42 | % | 8.66 | % | ||||||||||
Tier 1 Capital Ratio |
12.59 | % | 12.59 | % | 12.20 | % | 11.97 | % | 12.08 | % | ||||||||||
Total Capital Ratio |
13.85 | % | 13.85 | % | 13.46 | % | 13.24 | % | 13.34 | % |