UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly period ended June 30, 2012 Commission file number 001-35296
FARMERS NATIONAL BANC CORP.
(Exact name of registrant as specified in its charter)
OHIO | 34-1371693 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No) | |
20 South Broad Street Canfield, OH | 44406 | |
(Address of principal executive offices) | (Zip Code) |
(330) 533-3341
(Registrants telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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 definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Class |
Outstanding at July 31, 2012 | |
Common Stock, No Par Value | 18,821,741 shares |
PART I FINANCIAL INFORMATION | ||||||
Page Number |
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Item 1 |
Financial Statements (Unaudited) | |||||
Included in Part I of this report: | ||||||
Farmers National Banc Corp. and Subsidiaries | ||||||
Consolidated Balance Sheets | 3 | |||||
Consolidated Statements of Income | 4 | |||||
Consolidated Statements of Comprehensive Income | 5 | |||||
Consolidated Statements of Cash Flows | 6 | |||||
Notes to Unaudited Consolidated Financial Statements | 7 | |||||
Item 2 |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 26 | ||||
Item 3 |
Quantitative and Qualitative Disclosures About Market Risk | 38 | ||||
Item 4 |
Controls and Procedures | 39 | ||||
PART II OTHER INFORMATION | ||||||
Item 1 |
Legal Proceedings | 39 | ||||
Item 1A |
Risk Factors | 39 | ||||
Item 2 |
Unregistered Sales of Equity Securities and Use of Proceeds | 40 | ||||
Item 3 |
Defaults Upon Senior Securities | 40 | ||||
Item 4 |
Mine Safety Disclosures | 40 | ||||
Item 5 |
Other Information | 40 | ||||
Item 6 |
Exhibits | 40 | ||||
41 | ||||||
FARMERS NATIONAL BANC CORP. AND SUBSIDIARIES
(Unaudited)
(In Thousands of Dollars) | ||||||||
June 30, 2012 |
December 31, 2011 |
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ASSETS |
||||||||
Cash and due from banks |
$ | 14,410 | $ | 14,161 | ||||
Federal funds sold and other |
61,149 | 38,261 | ||||||
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TOTAL CASH AND CASH EQUIVALENTS |
75,559 | 52,422 | ||||||
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Securities available for sale |
420,147 | 400,029 | ||||||
Loans held for sale |
3,718 | 677 | ||||||
Loans |
572,453 | 571,806 | ||||||
Less allowance for loan losses |
9,048 | 9,820 | ||||||
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NET LOANS |
563,405 | 561,986 | ||||||
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Premises and equipment, net |
17,616 | 16,461 | ||||||
Goodwill |
3,709 | 3,709 | ||||||
Other intangibles |
2,528 | 2,732 | ||||||
Bank owned life insurance |
15,275 | 15,015 | ||||||
Other assets |
14,876 | 14,840 | ||||||
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TOTAL ASSETS |
$ | 1,116,833 | $ | 1,067,871 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Deposits: |
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Noninterest-bearing |
$ | 109,222 | $ | 96,117 | ||||
Interest-bearing |
777,371 | 744,008 | ||||||
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TOTAL DEPOSITS |
886,593 | 840,125 | ||||||
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Short-term borrowings |
96,465 | 98,088 | ||||||
Long-term borrowings |
10,583 | 11,263 | ||||||
Other liabilities |
4,254 | 3,950 | ||||||
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TOTAL LIABILITIES |
997,895 | 953,426 | ||||||
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Commitments and contingent liabilities |
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Stockholders' Equity: |
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Common Stock Authorized 25,000,000 shares; issued 18,802,282 in 2012 and 18,757,437 in 2011 |
104,504 | 104,261 | ||||||
Retained earnings |
5,250 | 2,133 | ||||||
Accumulated other comprehensive income |
9,184 | 8,051 | ||||||
Treasury stock, at cost; 13 shares in 2012 and 2011 |
0 | 0 | ||||||
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TOTAL STOCKHOLDERS EQUITY |
118,938 | 114,445 | ||||||
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 1,116,833 | $ | 1,067,871 | ||||
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See accompanying notes
3
CONSOLIDATED STATEMENTS OF INCOME
FARMERS NATIONAL BANC CORP. AND SUBSIDIARIES
(Unaudited)
(In Thousands except Per Share Data) | ||||||||||||||||
For the Three Months Ended | For the Six Months Ended | |||||||||||||||
June 30, 2012 |
June 30, 2011 |
June 30, 2012 |
June 30, 2011 |
|||||||||||||
INTEREST AND DIVIDEND INCOME |
||||||||||||||||
Loans, including fees |
$ | 7,987 | $ | 8,354 | $ | 15,983 | $ | 16,820 | ||||||||
Taxable securities |
2,128 | 2,048 | 4,234 | 3,917 | ||||||||||||
Tax exempt securities |
706 | 729 | 1,419 | 1,468 | ||||||||||||
Dividends |
52 | 53 | 102 | 99 | ||||||||||||
Federal funds sold and other interest income |
30 | 10 | 51 | 19 | ||||||||||||
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TOTAL INTEREST AND DIVIDEND INCOME |
10,903 | 11,194 | 21,789 | 22,323 | ||||||||||||
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INTEREST EXPENSE |
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Deposits |
1,460 | 1,684 | 2,985 | 3,382 | ||||||||||||
Short-term borrowings |
25 | 104 | 67 | 201 | ||||||||||||
Long-term borrowings |
98 | 249 | 196 | 500 | ||||||||||||
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TOTAL INTEREST EXPENSE |
1,583 | 2,037 | 3,248 | 4,083 | ||||||||||||
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NET INTEREST INCOME |
9,320 | 9,157 | 18,541 | 18,240 | ||||||||||||
Provision for loan losses |
400 | 1,075 | 400 | 2,950 | ||||||||||||
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NET INTEREST INCOME AFTER |
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PROVISION FOR LOAN LOSSES |
8,920 | 8,082 | 18,141 | 15,290 | ||||||||||||
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NONINTEREST INCOME |
||||||||||||||||
Service charges on deposit accounts |
485 | 500 | 959 | 973 | ||||||||||||
Bank owned life insurance income, including death benefits |
125 | 119 | 260 | 278 | ||||||||||||
Trust fees |
1,365 | 1,365 | 2,783 | 2,703 | ||||||||||||
Insurance agency commissions |
25 | 28 | 61 | 92 | ||||||||||||
Investment commissions |
249 | 263 | 435 | 454 | ||||||||||||
Net gains on sale of loans |
138 | 0 | 203 | 0 | ||||||||||||
Other operating income |
538 | 419 | 952 | 811 | ||||||||||||
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TOTAL NONINTEREST INCOME |
2,925 | 2,694 | 5,653 | 5,311 | ||||||||||||
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NONINTEREST EXPENSES |
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Salaries and employee benefits |
4,939 | 4,483 | 9,668 | 8,671 | ||||||||||||
Occupancy and equipment |
1,080 | 922 | 2,051 | 1,838 | ||||||||||||
State and local taxes |
304 | 238 | 611 | 485 | ||||||||||||
Professional fees |
456 | 403 | 863 | 810 | ||||||||||||
Advertising |
210 | 211 | 458 | 356 | ||||||||||||
FDIC insurance |
183 | 244 | 369 | 592 | ||||||||||||
Intangible amortization |
103 | 112 | 205 | 255 | ||||||||||||
Core processing charges |
332 | 310 | 720 | 624 | ||||||||||||
Other operating expenses |
1,270 | 1,169 | 2,571 | 2,275 | ||||||||||||
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TOTAL NONINTEREST EXPENSES |
8,877 | 8,092 | 17,516 | 15,906 | ||||||||||||
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INCOME BEFORE INCOME TAXES |
2,968 | 2,684 | 6,278 | 4,695 | ||||||||||||
INCOME TAXES |
682 | 567 | 1,472 | 888 | ||||||||||||
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NET INCOME |
$ | 2,286 | $ | 2,117 | $ | 4,806 | $ | 3,807 | ||||||||
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NET INCOME PER SHARE basic and diluted |
$ | 0.12 | $ | 0.11 | $ | 0.26 | $ | 0.21 | ||||||||
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See accompanying notes
4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FARMERS NATIONAL BANC CORP. AND SUBSIDIARIES
(Unaudited)
(In Thousands except Per Share Data) | ||||||||||||||||
For the Three Months Ended | For the Six Months Ended | |||||||||||||||
June 30, 2012 |
June 30, 2011 |
June 30, 2012 |
June 30, 2011 |
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NET INCOME |
$ | 2,286 | $ | 2,117 | $ | 4,806 | $ | 3,807 | ||||||||
Other comprehensive income: |
||||||||||||||||
Net unrealized holding gains (losses) on available for sale securities |
2,599 | 5,797 | 1,743 | 5,863 | ||||||||||||
Reclassification adjustment for (gains) losses realized in income |
0 | 0 | 0 | 0 | ||||||||||||
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Net unrealized holding gains (losses) |
2,599 | 5,797 | 1,743 | 5,863 | ||||||||||||
Income tax effect |
(910 | ) | (2,028 | ) | (610 | ) | (2,051 | ) | ||||||||
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Net of tax comprehensive income (loss) |
1,689 | 3,769 | 1,133 | 3,812 | ||||||||||||
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TOTAL COMPREHENSIVE INCOME |
$ | 3,975 | $ | 5,886 | $ | 5,939 | $ | 7,619 | ||||||||
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See accompanying notes
5
CONSOLIDATED STATEMENTS OF CASH FLOWS
FARMERS NATIONAL BANC CORP. AND SUBSIDIARIES
(Unaudited)
(In Thousands of Dollars) | ||||||||
Six Months Ended | ||||||||
June 30, 2012 |
June 30, 2011 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net income |
$ | 4,806 | $ | 3,807 | ||||
Adjustments to reconcile net income to net cash from operating activities: |
||||||||
Provision for loan losses |
400 | 2,950 | ||||||
Depreciation and amortization |
848 | 829 | ||||||
Net amortization of securities |
1,225 | 671 | ||||||
(Gain) loss on sale of other real estate owned |
(91 | ) | 29 | |||||
Increase in bank owned life insurance |
(260 | ) | (278 | ) | ||||
Origination of loans held for sale |
(13,669 | ) | 0 | |||||
Proceeds from loans held for sale |
10,831 | 0 | ||||||
Net gain on sale of loans |
(203 | ) | 0 | |||||
Net change in other assets and liabilities |
(564 | ) | (1,139 | ) | ||||
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NET CASH FROM OPERATING ACTIVITIES |
3,323 | 6,869 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Proceeds from maturities and repayments of securities available for sale |
35,245 | 21,120 | ||||||
Proceeds from sales of securities available for sale |
0 | 3,361 | ||||||
Purchases of securities available for sale |
(54,846 | ) | (63,277 | ) | ||||
Loan originations and payments, net |
(3,106 | ) | 19,845 | |||||
Proceeds from sale of other real estate owned |
1,551 | 141 | ||||||
Purchase of bank owned life insurance |
0 | (3,000 | ) | |||||
Proceeds from BOLI death benefit |
0 | 108 | ||||||
Additions to premises and equipment |
(1,748 | ) | (1,179 | ) | ||||
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NET CASH FROM INVESTING ACTIVITIES |
(22,904 | ) | (22,881 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES |
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Net change in deposits |
46,468 | 9,013 | ||||||
Net change in short-term borrowings |
(1,623 | ) | 3,086 | |||||
Repayment of Federal Home Loan Bank borrowings and other debt |
(680 | ) | (1,161 | ) | ||||
Cash dividends paid |
(1,690 | ) | (1,119 | ) | ||||
Proceeds from dividend reinvestment |
243 | 255 | ||||||
Net proceeds from issuance of common shares |
0 | 13,772 | ||||||
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NET CASH FROM FINANCING ACTIVITIES |
42,718 | 23,846 | ||||||
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NET CHANGE IN CASH AND CASH EQUIVALENTS |
23,137 | 7,834 | ||||||
Beginning cash and cash equivalents |
52,422 | 37,305 | ||||||
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Ending cash and cash equivalents |
$ | 75,559 | $ | 45,139 | ||||
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Supplemental cash flow information: |
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Interest paid |
$ | 3,284 | $ | 4,108 | ||||
Income taxes paid |
$ | 855 | $ | 2,085 | ||||
Supplemental noncash disclosures: |
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Transfer of loans to other real estate |
$ | 1,287 | $ | 437 |
See accompanying notes
6
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Principles of Consolidation:
Farmers National Banc Corp. (the Company) is a one-bank holding company registered under the Bank Holding Company Act of 1956, as amended. The Company provides full banking services through its nationally chartered subsidiary, The Farmers National Bank of Canfield (the Bank). The Company provides trust services through its subsidiary, Farmers Trust Company (the Trust), and insurance services through the Banks subsidiary, Farmers National Insurance. The consolidated financial statements include the accounts of the Company, the Bank and its subsidiary and the Trust. All significant intercompany balances and transactions have been eliminated in the consolidation.
Basis of Presentation:
The unaudited condensed consolidated financial statements have been prepared in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (U.S. GAAP) for complete financial statements. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys 2011 Annual Report to Shareholders included in the Companys Annual Report on Form 10-K for the year ended December 31, 2011. The interim consolidated financial statements include all adjustments (consisting of only normal recurring items) that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods presented. The results of operations for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year. Certain items included in the prior period financial statements were reclassified to conform to the current period presentation. There was no effect on net income or total stockholders equity.
Estimates:
The preparation of financial statements in conformity with U.S. GAAP 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. The allowance for loan losses, deferred tax assets, carrying amount of goodwill and other intangibles and fair values of financial instruments are particularly subject to change.
Allowance for Loan Losses:
The Company changed its methodology for estimating the valuation allowance for probable incurred loan losses for the three and six month periods ended June 30, 2012. During the most recent period end, management computed the historical loss percentage based upon the loss history of the past 12 quarters. In previous years, management used a historical loss percentage based on the past 8 quarters. Using a 12 quarter loss history resulted in a larger historical loss ratio than what would have been computed using an 8 quarter history. The primary factor for the change was the lower historical loss percentage applied to homogeneous and pass rated loans due to recent lower levels of net charge-offs. This new 12 quarter history methodology resulted in a $400 thousand loan loss provision for the three and six month periods ended June 30, 2012.
Segments:
The Company provides a broad range of financial services to individuals and companies in northeastern Ohio. While the Companys chief decision makers monitor the revenue streams of the various products and services, operations are managed and financial performance is primarily aggregated and reported in two lines of business, the Bank segment and the Trust segment.
7
Comprehensive Income:
Comprehensive income consists of net income and other comprehensive income or loss. Other comprehensive income or loss consists solely of the change in net unrealized gains and losses on securities available for sale, net of reclassification for gains or losses recognized in income.
Recent Accounting Pronouncements
In May 2011, the FASB issued an amendment to achieve common fair value measurement and disclosure requirements between U.S. and International accounting principles. Overall, the guidance is consistent with existing U.S. accounting principles; however, there are some amendments that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in this guidance are effective for interim and annual reporting periods beginning after December 15, 2011. The effect of adopting this standard did not have a material effect on the Companys operating results or financial condition, but the additional disclosures are included in the Fair Value footnote.
In June 2011, the FASB amended existing guidance and eliminated the option to present the components of other comprehensive income as part of the statement of changes in stockholders equity. The amendment requires that comprehensive income be presented in either a single continuous statement or in two separate consecutive statements. The amendments in this guidance are effective as of the beginning of a fiscal reporting year, and interim periods within that year, that begins after December 15, 2011. Early adoption is permitted. The Company adopted this amendment for the year ended December 31, 2011, by presenting comprehensive income in new Consolidated Statements of Comprehensive Income. The new statements follow the Consolidated Statements of Income.
Securities:
The following table summarizes the amortized cost and fair value of the available-for-sale investment securities portfolio at June 30, 2012 and December 31, 2011 and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive income:
(In Thousands of Dollars) June 30, 2012 |
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value | ||||||||||||
U.S. Treasury and U.S. government sponsored entities |
$ | 56,492 | $ | 1,932 | $ | 0 | $ | 58,424 | ||||||||
State and political subdivisions |
77,089 | 4,984 | (12 | ) | 82,061 | |||||||||||
Corporate bonds |
1,236 | 11 | 0 | 1,247 | ||||||||||||
Mortgage-backed securities - residential |
237,306 | 6,380 | (68 | ) | 243,618 | |||||||||||
Collateralized mortgage obligations |
33,531 | 635 | 0 | 34,166 | ||||||||||||
Small business administration |
224 | 1 | (2 | ) | 223 | |||||||||||
Equity securities |
139 | 274 | (5 | ) | 408 | |||||||||||
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Totals |
$ | 406,017 | $ | 14,217 | $ | (87 | ) | $ | 420,147 | |||||||
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(In Thousands of Dollars) December 31, 2011 |
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value | ||||||||||||
U.S. Treasury and U.S. government sponsored entities |
$ | 53,689 | $ | 2,300 | $ | (1 | ) | $ | 55,988 | |||||||
State and political subdivisions |
78,288 | 4,446 | (44 | ) | 82,690 |
8
Corporate bonds |
758 | 11 | 0 | 769 | ||||||||||||
Mortgage-backed securities - residential |
217,644 | 5,384 | (310 | ) | 222,718 | |||||||||||
Collateralized mortgage obligations |
36,806 | 416 | 0 | 37,222 | ||||||||||||
Small business administration |
318 | 1 | (4 | ) | 315 | |||||||||||
Equity securities |
139 | 194 | (6 | ) | 327 | |||||||||||
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Totals |
$ | 387,642 | $ | 12,752 | $ | (365 | ) | $ | 400,029 | |||||||
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There were no security sales during the three and six months ended June 30, 2012. There was one security sale during the three and six month periods ended June 30, 2011. Proceeds from the sale were $3.4 million with no gain or loss recognized.
The amortized cost and fair value of the debt securities portfolio are shown by expected maturity. Expected maturities may differ from contractual maturities if issuers have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed, CMO and SBA securities are not due at a single maturity date and are shown separately.
June 30, 2012 | ||||||||
(In Thousands of Dollars) | Amortized Cost |
Fair Value |
||||||
Maturity |
||||||||
Within one year |
$ | 21,086 | $ | 21,450 | ||||
One to five years |
66,379 | 69,844 | ||||||
Five to ten years |
34,287 | 36,455 | ||||||
Beyond ten years |
13,065 | 13,983 | ||||||
Mortgage-backed, CMO and SBA securities |
271,061 | 278,007 | ||||||
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Total |
$ | 405,878 | $ | 419,739 | ||||
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The following table summarizes the investment securities with unrealized losses at June 30, 2012 and December 31, 2011, aggregated by major security type and length of time in a continuous unrealized loss position. Unrealized losses for U.S. Treasury and U.S. government sponsored entities and corporate bonds rounded to less than $1 thousand for the periods ended June 30, 2012 and December 31, 2011, respectively.
Less Than 12 Months | 12 Months or Longer | Total | ||||||||||||||||||||||
(In Thousands of Dollars) | Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
||||||||||||||||||
June 30, 2012 |
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Available-for-sale |
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U.S. Treasury and U.S. government sponsored entities |
$ | 100 | $ | 0 | $ | 0 | $ | 0 | $ | 100 | $ | 0 | ||||||||||||
State and political subdivisions |
0 | 0 | 321 | (12 | ) | 321 | (12 | ) | ||||||||||||||||
Mortgage-backed securities residential |
15,322 | (68 | ) | 23 | 0 | 15,345 | (68 | ) | ||||||||||||||||
Small business administration |
0 | 0 | 114 | (2 | ) | 114 | (2 | ) | ||||||||||||||||
Equity securities |
0 | 0 | 8 | (5 | ) | 8 | (5 | ) | ||||||||||||||||
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Total |
$ | 15,422 | $ | (68 | ) | $ | 466 | $ | (19 | ) | $ | 15,888 | $ | (87 | ) | |||||||||
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9
Less Than 12 Months | 12 Months or Longer | Total | ||||||||||||||||||||||
(In Thousands of Dollars) | Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
||||||||||||||||||
December 31, 2011 |
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Available-for-sale |
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U.S. Treasury and U.S. government sponsored entities |
$ | 249 | $ | (1 | ) | $ | 0 | $ | 0 | $ | 249 | $ | (1 | ) | ||||||||||
State and political subdivisions |
0 | 0 | 2,420 | (44 | ) | 2,420 | (44 | ) | ||||||||||||||||
Corporate bonds |
507 | 0 | 0 | 0 | 507 | 0 | ||||||||||||||||||
Mortgage-backed securities residential |
43,426 | (203 | ) | 9,652 | (107 | ) | 53,078 | (310 | ) | |||||||||||||||
Small business administration |
0 | 0 | 233 | (4 | ) | 233 | (4 | ) | ||||||||||||||||
Equity securities |
0 | 0 | 7 | (6 | ) | 7 | (6 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 44,182 | $ | (204 | ) | $ | 12,312 | $ | (161 | ) | $ | 56,494 | $ | (365 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Other-Than-Temporary-Impairment
Management evaluates securities for other-than-temporary impairment (OTTI) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Investment securities are generally evaluated for OTTI under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 320, Investments Debt and Equity Securities. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, whether the market decline was affected by macroeconomic conditions and whether the Company has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. In analyzing an issuers financial condition, the Company may consider whether the securities are issued by the federal government or its agencies, or U.S. government sponsored enterprises, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuers financial condition. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.
When OTTI occurs, the amount of the OTTI recognized in earnings depends on whether an entity intends to sell the security or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis. If an entity intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, the OTTI shall be recognized in earnings equal to the entire difference between the investments amortized cost basis and its fair value at the balance sheet date. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: 1) OTTI related to credit loss, which must be recognized in the income statement and 2) OTTI related to other factors, which is recognized in other comprehensive income or loss. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. For equity securities, the entire amount of impairment is recognized through earnings.
As of June 30, 2012, the Companys security portfolio consisted of 416 securities, 18 of which were in an unrealized loss position. The majority of the unrealized losses on the Companys securities are related to its holdings of mortgage-backed securities as discussed below.
Unrealized losses on debt securities issued by U.S. government-sponsored entities have not been recognized into income because the securities are of high credit quality, management does not have the intent to sell these securities before their anticipated recovery and the decline in fair value is largely due to fluctuations in market interest rates and not credit quality. Consequently, the fair value of such debt securities is expected to recover as the securities approach their maturity date.
10
Unrealized losses on debt securities issued by state and political subdivisions have not been recognized into income. Generally these securities have maintained their investment grade ratings and management does not have the intent to sell these securities before their anticipated recovery. The fair value is expected to recover as the securities approach their maturity date.
All of the Companys holdings of mortgage-backed securities-residential were issued by U.S. government-sponsored entities. Unrealized losses on mortgage-backed securities-residential have not been recognized into income. Because the decline in fair value is attributable to changes in interest rates and illiquidity, and not credit quality, and because the Company does not have the intent to sell these mortgage-backed securities-residential and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be OTTI.
Unrealized losses on small business administration securities issued by U.S. government-sponsored entities have not been recognized into income because the securities are of high credit quality, management does not have the intent to sell these securities before their anticipated recovery and the decline in fair value is largely due to fluctuations in market interest rates and not credit quality. Consequently, the fair value of such debt securities is expected to recover as the securities approach their maturity date.
The Companys equity securities are made up of local and regional bank holdings. The unrealized losses associated with these holdings have not been recognized into income. Generally these securities have suffered as most banking securities have suffered during the recent economic cycle. The fair value is expected to recover as the banking sector recovers. Management does not have the intent to sell these securities before their anticipated recovery.
Loans:
Loan balances were as follows:
(In Thousands of Dollars) | June 30, 2012 |
December 31, 2011 |
||||||
Commercial real estate |
||||||||
Owner occupied |
$ | 94,908 | $ | 100,710 | ||||
Non-owner occupied |
86,839 | 80,585 | ||||||
Other |
22,472 | 17,394 | ||||||
Commercial |
77,635 | 74,875 | ||||||
Residential real estate |
||||||||
1-4 family residential |
139,305 | 145,743 | ||||||
Home equity lines of credit |
22,178 | 21,943 | ||||||
Consumer |
||||||||
Indirect |
114,483 | 115,681 | ||||||
Direct |
11,373 | 11,596 | ||||||
Other |
1,397 | 1,520 | ||||||
|
|
|
|
|||||
Subtotal |
570,590 | 570,047 | ||||||
Net deferred loan costs |
1,863 | 1,759 | ||||||
Allowance for loan losses |
(9,048 | ) | (9,820 | ) | ||||
|
|
|
|
|||||
Net loans |
$ | 563,405 | $ | 561,986 | ||||
|
|
|
|
11
The following tables present the activity in the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2012 and 2011:
Three Months Ended June 30, 2012
(In Thousands of Dollars) | Commercial Real Estate |
Commercial | Residential Real Estate |
Consumer | Unallocated | Total | ||||||||||||||||||
Allowance for loan losses |
||||||||||||||||||||||||
Beginning balance |
$ | 5,060 | $ | 1,518 | $ | 1,642 | $ | 1,049 | $ | 177 | $ | 9,446 | ||||||||||||
Provision for loan losses |
(175 | ) | 392 | 309 | 8 | (134 | ) | 400 | ||||||||||||||||
Loans charged off |
(283 | ) | (171 | ) | (363 | ) | (198 | ) | 0 | (1,015 | ) | |||||||||||||
Recoveries |
24 | 13 | 19 | 161 | 0 | 217 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Ending balance |
$ | 4,626 | $ | 1,752 | $ | 1,607 | $ | 1,020 | $ | 43 | $ | 9,048 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Six Months Ended June 30, 2012
|
| |||||||||||||||||||||||
(In Thousands of Dollars) | Commercial Real Estate |
Commercial | Residential Real Estate |
Consumer | Unallocated | Total | ||||||||||||||||||
Allowance for loan losses |
||||||||||||||||||||||||
Beginning balance |
$ | 4,880 | $ | 1,529 | $ | 1,802 | $ | 972 | $ | 637 | $ | 9,820 | ||||||||||||
Provision for loan losses |
55 | 405 | 381 | 153 | (594 | ) | 400 | |||||||||||||||||
Loans charged off |
(368 | ) | (213 | ) | (608 | ) | (447 | ) | 0 | (1,636 | ) | |||||||||||||
Recoveries |
59 | 31 | 32 | 342 | 0 | 464 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Ending balance |
$ | 4,626 | $ | 1,752 | $ | 1,607 | $ | 1,020 | $ | 43 | $ | 9,048 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Three Months Ended June 30, 2011
|
| |||||||||||||||||||||||
(In Thousands of Dollars) | Commercial Real Estate |
Commercial | Residential Real Estate |
Consumer | Unallocated | Total | ||||||||||||||||||
Allowance for loan losses |
||||||||||||||||||||||||
Beginning balance |
$ | 6,020 | $ | 1,878 | $ | 1,261 | $ | 842 | $ | 136 | $ | 10,137 | ||||||||||||
Provision for loan losses |
582 | 51 | 34 | 272 | 136 | 1,075 | ||||||||||||||||||
Loans charged off |
(555 | ) | (55 | ) | (155 | ) | (270 | ) | | (1,035 | ) | |||||||||||||
Recoveries |
6 | 12 | 402 | 279 | | 699 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Ending balance |
$ | 6,053 | $ | 1,886 | $ | 1,542 | $ | 1,123 | $ | 272 | $ | 10,876 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Six Months Ended June 30, 2011
|
| |||||||||||||||||||||||
(In Thousands of Dollars) | Commercial Real Estate |
Commercial | Residential Real Estate |
Consumer | Unallocated | Total | ||||||||||||||||||
Allowance for loan losses |
||||||||||||||||||||||||
Beginning balance |
$ | 5,780 | $ | 1,707 | $ | 881 | $ | 875 | $ | 64 | $ | 9,307 | ||||||||||||
Provision for loan losses |
905 | 334 | 1,154 | 349 | 208 | 2,950 | ||||||||||||||||||
Loans charged off |
(640 | ) | (189 | ) | (896 | ) | (569 | ) | | (2,294 | ) | |||||||||||||
Recoveries |
8 | 34 | 403 | 468 | | 913 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Ending balance |
$ | 6,053 | $ | 1,886 | $ | 1,542 | $ | 1,123 | $ | 272 | $ | 10,876 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
12
The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of June 30, 2012 and December 31, 2011. The recorded investment in loans includes the unpaid principal balance and unamortized loan origination fees and costs, but excludes accrued interest receivable, which is not considered to be material:
June 30, 2012
|
||||||||||||||||||||||||
(In Thousands of Dollars) Allowance for loan losses: |
Commercial Real Estate |
Commercial | Residential Real Estate |
Consumer | Unallocated | Total | ||||||||||||||||||
Ending allowance balance attributable to loans: |
||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 556 | $ | 448 | $ | 0 | $ | 0 | $ | 0 | $ | 1,004 | ||||||||||||
Collectively evaluated for impairment |
4,070 | 1,304 | 1,607 | 1,020 | 43 | 8,044 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total ending allowance balance |
$ | 4,626 | $ | 1,752 | $ | 1,607 | $ | 1,020 | $ | 43 | $ | 9,048 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loans: |
||||||||||||||||||||||||
Loans individually evaluated for impairment |
$ | 8,956 | $ | 1,495 | $ | 725 | $ | 0 | $ | 0 | $ | 11,176 | ||||||||||||
Loans collectively evaluated for impairment |
194,626 | 76,140 | 160,141 | 130,370 | 0 | 561,277 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total ending loans balance |
$ | 203,582 | $ | 77,635 | $ | 160,866 | $ | 130,370 | $ | 0 | $ | 572,453 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
December 31, 2011
|
||||||||||||||||||||||||
(In Thousands of Dollars) Allowance for loan losses: |
Commercial Real Estate |
Commercial | Residential Real Estate |
Consumer | Unallocated | Total | ||||||||||||||||||
Ending allowance balance attributable to loans: |
||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 748 | $ | 237 | $ | 0 | $ | 0 | $ | 0 | $ | 985 | ||||||||||||
Collectively evaluated for impairment |
4,132 | 1,292 | 1,802 | 972 | 637 | 8,835 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total ending allowance balance |
$ | 4,880 | $ | 1,529 | $ | 1,802 | $ | 972 | $ | 637 | $ | 9,820 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loans: |
||||||||||||||||||||||||
Loans individually evaluated for impairment |
$ | 8,317 | $ | 1,341 | $ | 697 | $ | 0 | $ | 0 | $ | 10,355 | ||||||||||||
Loans collectively evaluated for impairment |
189,724 | 73,534 | 166,334 | 131,859 | 0 | 561,451 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total ending loans balance |
$ | 198,041 | $ | 74,875 | $ | 167,031 | $ | 131,859 | $ | 0 | $ | 571,806 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The following tables present information related to impaired loans by class of loans as of June 30, 2012 and December 31, 2011:
(In Thousands of Dollars) June 30, 2012 |
Unpaid Principal Balance |
Recorded Investment |
Allowance for Loan Losses Allocated |
|||||||||
With no related allowance recorded: |
||||||||||||
Commercial real estate |
||||||||||||
Owner occupied |
$ | 1,302 | $ | 1,303 | $ | 0 | ||||||
Non-owner occupied |
287 | 288 | 0 | |||||||||
Other |
0 | 0 | 0 | |||||||||
Commercial |
890 | 890 | 0 | |||||||||
Residential real estate |
||||||||||||
1-4 family residential |
723 | 725 | 0 | |||||||||
|
|
|
|
|
|
|||||||
Subtotal |
3,202 | 3,206 | 0 | |||||||||
|
|
|
|
|
|
13
With an allowance recorded: |
||||||||||||
Commercial real estate |
||||||||||||
Owner occupied |
4,673 | 4,683 | 315 | |||||||||
Non-owner occupied |
2,678 | 2,682 | 241 | |||||||||
Other |
0 | 0 | 0 | |||||||||
Commercial |
603 | 605 | 448 | |||||||||
|
|
|
|
|
|
|||||||
Subtotal |
7,954 | 7,970 | 1,004 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 11,156 | $ | 11,176 | $ | 1,004 | ||||||
|
|
|
|
|
|
(In Thousands of Dollars) December 31, 2011 |
Unpaid Principal Balance |
Recorded Investment |
Allowance for Loan Losses Allocated |
|||||||||
With no related allowance recorded: |
||||||||||||
Commercial real estate |
||||||||||||
Owner occupied |
$ | 759 | $ | 762 | $ | 0 | ||||||
Non-owner occupied |
339 | 340 | 0 | |||||||||
Other |
589 | 590 | 0 | |||||||||
Commercial |
1,062 | 1,063 | 0 | |||||||||
Residential real estate |
||||||||||||
1-4 family residential |
695 | 697 | 0 | |||||||||
|
|
|
|
|
|
|||||||
Subtotal |
3,444 | 3,452 | 0 | |||||||||
|
|
|
|
|
|
|||||||
With an allowance recorded: |
||||||||||||
Commercial real estate |
||||||||||||
Owner occupied |
4,164 | 4,169 | 309 | |||||||||
Non-owner occupied |
2,455 | 2,456 | 439 | |||||||||
Other |
0 | 0 | 0 | |||||||||
Commercial |
278 | 278 | 237 | |||||||||
|
|
|
|
|
|
|||||||
Subtotal |
6,897 | 6,903 | 985 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 10,341 | $ | 10,355 | $ | 985 | ||||||
|
|
|
|
|
|
The following table presents the average recorded investment in impaired loans by class for the three and six month periods ended June 30, 2012 and 2011:
(In Thousands of Dollars) | Average Recorded Investment for Three Months Ended June 30, |
Average Recorded Investment for Six Months Ended June 30, |
||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
With no related allowance recorded: |
||||||||||||||||
Commercial real estate |
||||||||||||||||
Owner occupied |
$ | 1,207 | $ | 1,211 | $ | 1,104 | $ | 1,236 | ||||||||
Non-owner occupied |
302 | 0 | 313 | 0 | ||||||||||||
Other |
0 | 0 | 0 | 0 | ||||||||||||
Commercial |
922 | 655 | 946 | 671 | ||||||||||||
Residential real estate |
||||||||||||||||
1-4 family residential |
726 | 0 | 728 | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Subtotal |
3,157 | 1,866 | 3,091 | 1,907 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
With an allowance recorded: |
||||||||||||||||
Commercial real estate |
||||||||||||||||
Owner occupied |
4,726 | 2,375 | 4,764 | 2,405 | ||||||||||||
Non-owner occupied |
3,112 | 833 | 3,438 | 894 | ||||||||||||
Other |
0 | 802 | 0 | 812 | ||||||||||||
Commercial |
628 | 445 | 638 | 459 | ||||||||||||
Subtotal |
8,466 | 4,455 | 8,840 | 4,570 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 11,623 | $ | 6,321 | $ | 11,931 | $ | 6,477 | ||||||||
|
|
|
|
|
|
|
|
14
Interest income recognized during impairment for the three and six month periods was immaterial.
Nonaccrual loans and loans past due 90 days or more still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans. The following table presents the recorded investment in nonaccrual and loans past due 90 days or more still on accrual by class of loans as of June 30, 2012 and December 31, 2011:
June 30, 2012 | December 31, 2011 | |||||||||||||||
(In Thousands of Dollars) | Nonaccrual | Loans Past Due 90 Days or More Still Accruing |
Nonaccrual | Loans Past Due 90 Days or More Still Accruing |
||||||||||||
Commercial real estate |
||||||||||||||||
Owner occupied |
$ | 3,553 | $ | 0 | $ | 2,640 | $ | 0 | ||||||||
Non-owner occupied |
2,296 | 0 | 2,795 | 0 | ||||||||||||
Other |
0 | 0 | 590 | 0 | ||||||||||||
Commercial |
909 | 46 | 527 | 0 | ||||||||||||
Residential real estate |
||||||||||||||||
1-4 family residential |
2,565 | 195 | 3,897 | 121 | ||||||||||||
Home equity lines of credit |
288 | 0 | 299 | 0 | ||||||||||||
Consumer |
||||||||||||||||
Indirect |
11 | 61 | 12 | 114 | ||||||||||||
Direct |
0 | 3 | 0 | 13 | ||||||||||||
Other |
0 | 1 | 0 | 2 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 9,622 | $ | 306 | $ | 10,760 | $ | 250 | ||||||||
|
|
|
|
|
|
|
|
The following table presents the aging of the recorded investment in past due loans as of June 30, 2012 and December 31, 2011 by class of loans:
(In Thousands of Dollars) June 30, 2012 |
30-59 Days Past Due |
60-89 Days Past Due |
90 Days or More Past Due and Nonaccrual |
Total Past Due |
Loans Not Past Due |
Total | ||||||||||||||||||
Commercial real estate |
||||||||||||||||||||||||
Owner occupied |
$ | 207 | $ | 0 | $ | 3,553 | $ | 3,760 | $ | 90,577 | $ | 94,337 | ||||||||||||
Non-owner occupied |
11 | 0 | 2,296 | 2,307 | 84,261 | 86,568 | ||||||||||||||||||
Other |
153 | 0 | 0 | 153 | 22,524 | 22,677 | ||||||||||||||||||
Commercial |
25 | 24 | 741 | 790 | 76,845 | 77,635 | ||||||||||||||||||
Residential real estate |
||||||||||||||||||||||||
1-4 family residential |
953 | 135 | 2,974 | 4,062 | 134,626 | 138,688 | ||||||||||||||||||
Home equity lines of credit |
0 | 0 | 288 | 288 | 21,890 | 22,178 | ||||||||||||||||||
Consumer |
||||||||||||||||||||||||
Indirect |
979 | 187 | 72 | 1,238 | 116,362 | 117,600 | ||||||||||||||||||
Direct |
92 | 20 | 3 | 115 | 11,258 | 11,373 | ||||||||||||||||||
Other |
8 | 13 | 1 | 22 | 1,375 | 1,397 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 2,428 | $ | 379 | $ | 9,928 | $ | 12,735 | $ | 559,718 | $ | 572,453 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
15
(In Thousands of Dollars) December 31, 2011 |
30-59 Days Past Due |
60-89 Days Past Due |
90 Days or More Past Due and Nonaccrual |
Total Past Due |
Loans Not Past Due |
Total | ||||||||||||||||||
Commercial real estate |
||||||||||||||||||||||||
Owner occupied |
$ | 111 | $ | 0 | $ | 2,640 | $ | 2,751 | $ | 97,630 | $ | 100,381 | ||||||||||||
Non-owner occupied |
13 | 0 | 2,795 | 2,808 | 77,515 | 80,323 | ||||||||||||||||||
Other |
0 | 0 | 590 | 590 | 16,747 | 17,337 | ||||||||||||||||||
Commercial |
26 | 0 | 527 | 553 | 74,322 | 74,875 | ||||||||||||||||||
Residential real estate |
||||||||||||||||||||||||
1-4 family residential |
973 | 361 | 4,018 | 5,352 | 139,736 | 145,088 | ||||||||||||||||||
Home equity lines of credit |
128 | 0 | 299 | 427 | 21,516 | 21,943 | ||||||||||||||||||
Consumer |
||||||||||||||||||||||||
Indirect |
1,458 | 218 | 126 | 1,802 | 116,941 | 118,743 | ||||||||||||||||||
Direct |
120 | 41 | 13 | 174 | 11,422 | 11,596 | ||||||||||||||||||
Other |
19 | 3 | 2 | 24 | 1,496 | 1,520 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 2,848 | $ | 623 | $ | 11,010 | $ | 14,481 | $ | 557,325 | $ | 571,806 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Troubled Debt Restructurings:
Total troubled debt restructurings were $6.5 million and $4.3 million at June 30, 2012 and December 31, 2011, respectively. The Company has allocated $91 thousand and $48 thousand of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of June 30, 2012 and December 31, 2011. There are no commitments to lend additional amounts to borrowers with loans that are classified as troubled debt restructurings at June 30, 2012 and December 31, 2011.
During the three and six month periods ended June 30, 2012, the terms of certain loans were modified as troubled debt restructurings. The modification of the terms of such loans included one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan.
Troubled debt restructuring modifications involved a reduction of the notes stated interest rate in the range of 1% and 3.6% on loans with maturity periods ranging from 5 months to 41months. One loan involved an extension of the maturity date by 5 years.
The following table presents loans by class modified as troubled debt restructurings that occurred during the six month period ended June 30, 2012:
(In Thousands of Dollars) Troubled debt restructurings |
Number of Loans |
Pre-Modification Outstanding Recorded Investment |
Post-Modification Outstanding Recorded Investment |
|||||||||
Commercial real estate |
||||||||||||
Owner occupied |
2 | $ | 787 | $ | 792 | |||||||
Non-owner occupied |
3 | 2,376 | 2,419 | |||||||||
Residential real estate |
||||||||||||
1-4 family residential |
1 | 52 | 52 | |||||||||
|
|
|
|
|
|
|||||||
Total |
6 | $ | 3,215 | $ | 3,263 | |||||||
|
|
|
|
|
|
The troubled debt restructurings described above decreased the allowance for loan losses by $416 thousand during the six month period ended June 30, 2012. There were no charge offs as a result of the allowance adjustments.
16
There were two residential real estate loans modified as troubled debt restructurings for which there were payment defaults within the previous twelve months, for the period ended June 30, 2012. The loans were not past due at June 30, 2012. There was no additional provision or any impact to the allowance for losses associated with these loans. A loan is considered to be in payment default once it is 30 days contractually past due under the modified terms.
Credit Quality Indicators:
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company establishes a risk rating at origination for all commercial loan and commercial real estate relationships. For relationships over $300 thousand management monitors the loans on an ongoing basis for any changes in the borrowers ability to service their debt. Management also affirms the risk ratings for the loans and leases in their respective portfolios on an annual basis. The Company uses the following definitions for risk ratings:
Special Mention. Loans classified as special mention have a potential weakness that deserves managements close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institutions credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.
Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Substandard loans are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. As of June 30, 2012 and December 31, 2011, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:
(In Thousands of Dollars) June 30, 2012 |
Pass | Special Mention |
Sub- standard |
Doubtful | Not Rated | Total | ||||||||||||||||||
Commercial real estate |
||||||||||||||||||||||||
Owner occupied |
$ | 79,716 | $ | 2,069 | $ | 12,552 | $ | 0 | $ | 0 | $ | 94,337 | ||||||||||||
Non-owner occupied |
76,039 | 3,163 | 7,366 | 0 | 0 | 86,568 | ||||||||||||||||||
Other |
20,403 | 1,044 | 1,230 | 0 | 0 | 22,677 | ||||||||||||||||||
Commercial |
70,784 | 4,030 | 2,821 | 0 | 0 | 77,635 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 246,942 | $ | 10,306 | $ | 23,969 | $ | 0 | $ | 0 | $ | 281,217 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(In Thousands of Dollars) December 31, 2011 |
Pass | Special Mention |
Sub- standard |
Doubtful | Not Rated | Total | ||||||||||||||||||
Commercial real estate |
||||||||||||||||||||||||
Owner occupied |
$ | 80,770 | $ | 6,359 | $ | 13,201 | $ | 51 | $ | 0 | $ | 100,381 | ||||||||||||
Non-owner occupied |
68,806 | 2,575 | 8,942 | 0 | 0 | 80,323 | ||||||||||||||||||
Other |
14,491 | 301 | 2,545 | 0 | 0 | 17,337 | ||||||||||||||||||
Commercial |
65,198 | 5,963 | 3,454 | 260 | 0 | 74,875 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 229,265 | $ | 15,198 | $ | 28,142 | $ | 311 | $ | 0 | $ | 272,916 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
17
The Company considers the performance of the loan portfolio and its impact on the allowance for loan losses. For residential, consumer indirect and direct loan classes, the Company also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The following table presents the recorded investment in residential, consumer indirect and direct auto loans based on payment activity as of June 30, 2012 and December 31, 2011. Nonperforming loans are loans past due 90 days or more and still accruing interest and nonaccrual loans.
(In Thousands of Dollars) June 30, 2012 |
Residential Real Estate | Consumer | ||||||||||||||||||
1-4 Family Residential |
Home Equity Lines of Credit |
Indirect | Direct | Other | ||||||||||||||||
Performing |
$ | 135,714 | $ | 21,890 | $ | 117,528 | $ | 11,370 | $ | 1,396 | ||||||||||
Nonperforming |
2,974 | 288 | 72 | 3 | 1 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | 138,688 | $ | 22,178 | $ | 117,600 | $ | 11,373 | $ | 1,397 | ||||||||||
|
|
|
|
|
|
|
|
|
|
(In Thousands of Dollars) December 31, 2011 |
Residential Real Estate | Consumer | ||||||||||||||||||
1-4 Family Residential |
Home Equity Lines of Credit |
Indirect | Direct | Other | ||||||||||||||||
Performing |
$ | 141,070 | $ | 21,644 | $ | 118,617 | $ | 11,583 | $ | 1,518 | ||||||||||
Nonperforming |
4,018 | 299 | 126 | 13 | 2 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | 145,088 | $ | 21,943 | $ | 118,743 | $ | 11,596 | $ | 1,520 | ||||||||||
|
|
|
|
|
|
|
|
|
|
Earnings Per Share:
The computation of basic and diluted earnings per share is shown in the following table:
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
(In Thousands, except Share and Per Share Data) | 2012 | 2011 | 2012 | 2011 | ||||||||||||
Basic EPS computation |
||||||||||||||||
Numerator Net income |
$ | 2,286 | $ | 2,117 | $ | 4,806 | $ | 3,807 | ||||||||
Denominator Weighted average shares outstanding |
18,800,122 | 18,674,213 | 18,782,968 | 17,820,254 | ||||||||||||
Basic earnings per share |
$ | .12 | $ | .11 | $ | .26 | $ | .21 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Diluted EPS computation |
||||||||||||||||
Numerator Net income |
$ | 2,286 | $ | 2,117 | $ | 4,806 | $ | 3,807 | ||||||||
Denominator Weighted average shares outstanding for basic earnings per share |
18,800,122 | 18,674,213 | 18,782,968 | 17,820,254 | ||||||||||||
Effect of Stock Options |
0 | 0 | 0 | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted averages shares for diluted earnings per share |
18,800,122 | 18,674,213 | 18,782,968 | 17,820,254 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Diluted earnings per share |
$ | .12 | $ | .11 | $ | .26 | $ | .21 | ||||||||
|
|
|
|
|
|
|
|
18
Stock options for 5,000 and 28,500 shares were not considered in the computing of diluted earnings per share for the three and six months ended June 30, 2012 and 2011, respectively, because they were antidilutive.
Stock Based Compensation:
The Companys Stock Option Plan (the Plan), permitted the grant of share options to its directors, officers and employees. Under the terms of the Plan no additional shares can be issued. Option awards were granted with an exercise price equal to the market price of the Companys common shares at the date of grant, with a vesting period of 5 years and have 10-year contractual terms. At June 30, 2012 there were 5,000 outstanding options of which 3,000 were fully vested and exercisable.
The fair value of each option award is estimated on the date of grant using a Black-Scholes model. Total compensation cost charged against income for the stock option plan for the three and six month period ended June 30, 2012 was not material. No related income tax benefit was recorded.
Fair Value
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2 Significant other 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.
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability.
The Company used the following methods and significant assumptions to estimate the fair value:
Investment Securities: The Company used a third party service to estimate fair value on available for sale securities on a monthly basis. This service provider is considered a leading evaluation pricing service for U.S. domestic fixed income securities. They subscribe to multiple third-party pricing vendors, and supplement that information with matrix pricing methods. The fair values for investment securities are determined by quoted market prices in active markets, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on quoted prices for similar assets in active markets, quoted prices for similar assets in markets that are not active or inputs other than quoted prices, which provide a reasonable basis for fair value determination. Such inputs may include interest rates and yield curves, volatilities, prepayment speeds, credit risks and default rates. Finally, inputs used are derived principally from observable market data (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). The fair values of Level 3 investment securities are determined by using unobservable inputs to measure fair value of assets for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based on the best information at the time, to the extent that inputs are available without undue cost and effort by the Companys Chief Financial Officer and Controller. For the period ended June 30, 2012 the fair value of Level 3 investment securities was immaterial.
19
Impaired Loans: At the time loans are considered impaired, collateral dependent impaired loans are valued at the lower of cost or fair value and non-collateral dependent loans are valued based on discounted cash flows. Impaired loans carried at fair value generally receive specific allocations of the allowance for loan losses. For collateral dependent loans fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrowers financial statements, or aging reports, adjusted or discounted based on managements historical knowledge, changes in market conditions from the time of the valuation, and managements expertise and knowledge of the client and clients business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.
Other Real Estate Owned: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair values are commonly based on recent real estate appraisals. These appraisals may use a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.
Appraisals for both collateral-dependent impaired loans and other real estate owned are performed by certified general appraisers (for commercial and commercial real estate properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the Appraisal Department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with via independent data sources such as recent market data or industry-wide statistics. On an annual basis, the Company compares the actual selling price of collateral that has been sold to the most recent appraised value to determine what adjustments should be made to appraisals to arrive at fair value.
Assets measured at fair value on a recurring basis, including financial assets for which the Company has elected the fair value option, are summarized below:
Fair Value Measurements at June 30, 2012 Using: |
||||||||||||||||
(In Thousands of Dollars) | Carrying Value |
Quoted Prices in Active Markets for Identical Assets (Level1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||||||
Financial Assets |
||||||||||||||||
Investment securities available-for sale |
||||||||||||||||
U.S. Treasury and U.S. government sponsored entities |
$ | 58,424 | $ | 0 | $ | 58,424 | $ | 0 | ||||||||
State and political subdivisions |
82,061 | 0 | 82,061 | 0 | ||||||||||||
Corporate bonds |
1,247 | 0 | 1,247 | 0 | ||||||||||||
Mortgage-backed securities-residential |
243,618 | 0 | 243,607 | 11 |
20
Collateralized mortgage obligations |
34,166 | 0 | 34,166 | 0 | ||||||||||||
Small business administration |
223 | 0 | 223 | 0 | ||||||||||||
Equity securities |
408 | 408 | 0 | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total investment securities |
$ | 420,147 | $ | 408 | $ | 419,728 | $ | 11 | ||||||||
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2011 Using: | ||||||||||||||||
(In Thousands of Dollars) | Carrying Value | Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level2) |
Significant Unobservable Inputs ( Level 3) |
||||||||||||
Financial Assets |
||||||||||||||||
Investment securities available-for sale |
||||||||||||||||
U.S. Treasury and U.S. government sponsored entities |
$ | 55,988 | $ | 0 | $ | 55,988 | $ | 0 | ||||||||
State and political subdivisions |
82,690 | 0 | 82,690 | 0 | ||||||||||||
Corporate bonds |
769 | 0 | 769 | 0 | ||||||||||||
Mortgage-backed securities-residential |
222,718 | 0 | 222,706 | 12 | ||||||||||||
Collateralized mortgage obligations |
37,222 | 0 | 37,222 | 0 | ||||||||||||
Small business administration |
315 | 0 | 315 | 0 | ||||||||||||
Equity securities |
327 | 327 | 0 | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total investment securities |
$ | 400,029 | $ | 327 | $ | 399,690 | $ | 12 | ||||||||
|
|
|
|
|
|
|
|
There were no significant transfers between Level 1 and Level 2 during the three and six month periods ended June 30, 2012 and 2011.
The table below presents a reconciliation for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
Investment
Securities Available-for-sale (Level 3) |
||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
(In Thousands of Dollars) | 2012 | 2011 | 2012 | 2011 | ||||||||||||
Beginning balance |
$ | 12 | $ | 12 | $ | 12 | $ | 12 | ||||||||
Total unrealized gains or losses: |
||||||||||||||||
Included in other comprehensive income or loss |
0 | 0 | 0 | 0 | ||||||||||||
Repayments |
(1 | ) | 0 | (1 | ) | 0 | ||||||||||
Transfer in and/or out of Level 3 |
0 | 0 | 0 | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Ending balance |
$ | 11 | $ | 12 | $ | 11 | $ | 12 | ||||||||
|
|
|
|
|
|
|
|
21
Assets measured at fair value on a non-recurring basis are summarized below:
Fair Value Measurements at June 30, 2012 Using: |
||||||||||||||||
(In Thousands of Dollars) | Carrying Value | Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||||||
Financial assets: |
||||||||||||||||
Impaired loans |
||||||||||||||||
Commercial real estate |
||||||||||||||||
Owner occupied |
$ | 2,162 | $ | 0 | $ | 0 | $ | 2,162 | ||||||||
Non-owner occupied |
492 | 0 | 0 | 492 | ||||||||||||
Other |
0 | 0 | 0 | 0 | ||||||||||||
Commercial |
155 | 0 | 0 | 155 | ||||||||||||
Other real estate owned |
||||||||||||||||
Commercial real estate |
187 | 0 | 0 | 187 | ||||||||||||
1 4 family residential |
89 | 0 | 0 | 89 |
Fair Value Measurements at December 31, 2011 Using: |
||||||||||||||||
(In Thousands of Dollars) | Carrying Value | Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||||||
Financial assets: |
||||||||||||||||
Impaired loans |
||||||||||||||||
Commercial real estate |
||||||||||||||||
Owner occupied |
$ | 1,606 | $ | 0 | $ | 0 | $ | 1,606 | ||||||||
Non-owner occupied |
2,017 | 0 | 0 | 2,017 | ||||||||||||
Other |
0 | 0 | 0 | 0 | ||||||||||||
Commercial |
41 | 0 | 0 | 41 | ||||||||||||
Other real estate owned |
||||||||||||||||
Commercial real estate |
270 | 0 | 0 | 270 | ||||||||||||
1 4 family residential |
76 | 0 | 0 | 76 |
Impaired loans that are measured for impairment using the fair value of the collateral for collateral dependent loans, had a principal balance of $3.7 million with a valuation allowance of $864 thousand at June 30, 2012, resulting in an additional provision for loan losses of $339 thousand and $420 thousand for the three and six month periods ended June 30, 2012. At December 31, 2011, impaired loans had a principal balance of $4.6 million, with a valuation allowance of $936 thousand. The additional provision for loan losses was $66 thousand for the three months ended June 30, 2011 and $397 thousand for the six months ended June 30, 2011, for loans carried at fair value. Excluded from the fair value of impaired loans, at June 30, 2012 and December 31, 2011, discussed above are $4.3 million and $2.3 million of loans classified as troubled debt restructurings, which are not carried at fair value.
Impaired commercial real estate loans, both owner occupied and non-owner occupied are valued by independent external appraisals. These external appraisals are prepared using the sales comparison approach and income approach valuation techniques. Management makes subsequent unobservable adjustments to the impaired loan appraisals. Impaired loans other than commercial real estate and other real estate owned are not considered material.
22
The following table presents quantitative information about level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at June 30, 2012:
(In Thousands of Dollars) | Fair value |
Valuation Technique(s) |
Unobservable Input(s) |
Range(Weighted Average) | ||||||
Impaired loans |
||||||||||
Commercial real estate |
$ | 2,654 | Sales comparison |
Adjustment for differences between comparable sales |
-44.2% -70.0% (-12.5%) | |||||
Income approach |
Adjustment for differences in net operating income |
-36.8% -78.2% (14.9%) | ||||||||
Commercial |
155 | Sales comparison |
Adjustment for differences between comparable sales |
-39.8% -48.9% (9.3%) |
Other real estate owned measured at fair value less costs to sell, had a net carrying amount of $276 thousand at June 30, 2012. The Company sold nine other real estate owned properties during the six month period ended June 30, 2012. The Company recorded $73 thousand in write downs on four other real estate owned properties during the six month period ended June 30, 2012. At December 31, 2011, other real estate owned had a net carrying amount of $346 thousand. During the year ended December 31, 2011 five properties were charged down reflecting updated appraisals which resulted in a write-down of $115 thousand.
The carrying amounts and estimated fair values of financial instruments, at June 30, 2012 and December 31, 2011 are as follows:
Fair Value Measurements at June 30, 2012 Using: | ||||||||||||||||||||
(In Thousands of Dollars) | Carrying Amount |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||
Financial assets |
||||||||||||||||||||
Cash and cash equivalents |
$ | 75,559 | $ | 14,410 | $ | 61,149 | $ | 0 | $ | 75,559 | ||||||||||
Securities available-for-sale |
420,147 | 408 | 419,728 | 11 | 420,147 | |||||||||||||||
Restricted stock |
4,224 | n/a | n/a | n/a | n/a | |||||||||||||||
Loans held for sale |
3,718 | 0 | 3,784 | 0 | 3,784 | |||||||||||||||
Loans, net |
563,405 | 0 | 0 | 575,142 | 575,142 | |||||||||||||||
Accrued interest receivable |
3,749 | 0 | 1,089 | 2,660 | 3,749 | |||||||||||||||
Financial liabilities |
||||||||||||||||||||
Deposits |
886,593 | 641,629 | 251,245 | 0 | 892,874 | |||||||||||||||
Short-term borrowings |
96,465 | 0 | 96,465 | 0 | 96,465 | |||||||||||||||
Long-term borrowings |
10,583 | 0 | 11,956 | 0 | 11,956 | |||||||||||||||
Accrued interest payable |
550 | 5 | 545 | 0 | 550 |
.
(In Thousands of Dollars) | ||||||||
December 31, 2011 | Carrying Amount | Fair Value | ||||||
Financial assets |
||||||||
Cash and cash equivalents |
$ | 52,422 | $ | 52,422 | ||||
Securities available-for-sale |
400,029 | 400,029 | ||||||
Restricted stock |
4,224 | n/a | ||||||
Loans held for sale |
677 | 677 | ||||||
Loans, net |
561,986 | 574,391 | ||||||
Accrued interest receivable |
3,794 | 3,794 |
23
Financial liabilities |
||||||||
Deposits |
840,125 | 846,412 | ||||||
Short-term borrowings |
98,088 | 98,088 | ||||||
Long-term borrowings |
11,263 | 12,719 | ||||||
Accrued interest payable |
585 | 585 |
The methods and assumptions used to estimate fair value, not previously described, are described as follows:
Cash and Cash Equivalents: The carrying amounts of cash and short-term instruments approximate fair values and are classified as either Level 1 or Level 2. The Company has determined that cash on hand and non-interest bearing due from bank accounts are Level 1 whereas interest bearing fed funds sold and other are Level 2.
Restricted Stock: It is not practical to determine the fair value of restricted stock due to restrictions placed on its transferability.
Loans: Fair values of loans, excluding loans held for sale, are estimated as follows: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values resulting in a Level 3 classification. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification. Impaired loans are valued at the lower of cost or fair value as described previously. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.
Loans held for sale: The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors resulting in a Level 2 classification.
Accrued Interest Receivable/Payable: The carrying amounts of accrued interest receivable and payable approximate fair value resulting in a Level 2 or Level 3 classification. The classification is the result of the association with securities, loans and deposits.
Deposits: The fair values disclosed for demand deposits interest and non-interest checking, passbook savings, and money market accounts - are, by definition, equal to the amount payable on demand at the reporting date resulting in a Level 1 classification. The carrying amounts of variable rate certificates of deposit approximate their fair values at the reporting date resulting Level 2 classification. Fair value for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.
Short-term Borrowings: The carrying amounts of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings, generally maturing within ninety days, approximate their fair values resulting in a Level 2 classification.
Long-term Borrowings: The fair values of the Companys long-term borrowings are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 2 classification.
Off-balance Sheet Instruments: The fair value of commitments is not considered material.
Segment Information
The reportable segments are determined by the products and services offered, primarily distinguished between banking and trust operations. They are also distinguished by the level of information provided to the chief operating decision makers in the Company, who use such information to review performance of various components of the business, which are then aggregated. Loans, investments, and deposits provide the revenues in the banking operation, and trust service fees provide the revenue in trust operations. All operations are domestic.
24
Significant segment totals are reconciled to the financial statements as follows:
(In Thousands of Dollars) June 30, 2012 |
Trust Segment |
Bank Segment |
Eliminations and Others |
Consolidated Totals |
||||||||||||
Assets |
||||||||||||||||
Cash and cash equivalents |
$ | 2,383 | $ | 73,258 | $ | (82 | ) | $ | 75,559 | |||||||
Securities available for sale |
2,865 | 417,119 | 163 | 420,147 | ||||||||||||
Loans held for sale |
0 | 3,718 | 0 | 3,718 | ||||||||||||
Net loans |
0 | 563,405 | 0 | 563,405 | ||||||||||||
Premises and equipment, net |
89 | 17,527 | 0 | 17,616 | ||||||||||||
Goodwill and other intangibles |
6,237 | 0 | 0 | 6,237 | ||||||||||||
Other assets |
544 | 28,990 | 617 | 30,151 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Assets |
$ | 12,118 | $ | 1,104,017 | $ | 698 | $ | 1,116,833 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities and Stockholders Equity |
||||||||||||||||
Deposits, borrowings and other liabilities |
$ | 658 | $ | 1,001,366 | $ | (4,129 | ) | $ | 997,895 | |||||||
Stockholders equity |
11,460 | 102,651 | 4,827 | 118,938 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Liabilities and Stockholders Equity |
$ | 12,118 | $ | 1,104,017 | $ | 698 | $ | 1,116,833 | ||||||||
|
|
|
|
|
|
|
|
(In Thousands of Dollars) December 31, 2011 |
Trust Segment |
Bank Segment |
Eliminations and Others |
Consolidated Totals |
||||||||||||
Assets |
||||||||||||||||
Cash and cash equivalents |
$ | 2,208 | $ | 50,327 | $ | (113 | ) | $ | 52,422 | |||||||
Securities available for sale |
2,388 | 397,513 | 128 | 400,029 | ||||||||||||
Loans held for sale |
0 | 677 | 0 | 677 | ||||||||||||
Net loans |
0 | 561,986 | 0 | 561,986 | ||||||||||||
Premises and equipment, net |
101 | 16,360 | 0 | 16,461 | ||||||||||||
Goodwill and other intangibles |
6,441 | 0 | 0 | 6,441 | ||||||||||||
Other assets |
463 | 28,904 | 488 | 29,855 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Assets |
$ | 11,601 | $ | 1,055,767 | $ | 503 | $ | 1,067,871 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities and Stockholders Equity |
||||||||||||||||
Deposits, borrowings and other liabilities |
$ | 345 | $ | 957,780 | $ | (4,699 | ) | $ | 953,426 | |||||||
Stockholders equity |
11,256 | 97,987 | 5,202 | 114,445 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Liabilities and Stockholders Equity |
$ | 11,601 | $ | 1,055,767 | $ | 503 | $ | 1,067,871 | ||||||||
|
|
|
|
|
|
|
|
(In Thousands of Dollars) For the Three Months Ended June 30, 2012 |
Trust Segment |
Bank Segment |
Eliminations and Others |
Consolidated Totals |
||||||||||||
Net interest income |
$ | 12 | $ | 9,310 | $ | (2 | ) | $ | 9,320 | |||||||
Provision for loan losses |
0 | 400 | 0 | 400 | ||||||||||||
Service fees, security gains and other noninterest income |
1,382 | 1,617 | (74 | ) | 2,925 | |||||||||||
Noninterest expense |
1,263 | 7,395 | 219 | 8,877 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before taxes |
131 | 3,132 | (295 | ) | 2,968 | |||||||||||
Income taxes |
47 | 735 | (100 | ) | 682 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Income |
$ | 84 | $ | 2,397 | $ | (195 | ) | $ | 2,286 | |||||||
|
|
|
|
|
|
|
|
25
(In Thousands of Dollars) For the Six Months Ended June 30, 2012 |
Trust Segment |
Bank Segment |
Eliminations and Others |
Consolidated Totals |
||||||||||||
Net interest income |
$ | 22 | $ | 18,533 | $ | (14 | ) | $ | 18,541 | |||||||
Provision for loan losses |
0 | 400 | 0 | 400 | ||||||||||||
Service fees, security gains and other noninterest income |
2,819 | 2,971 | (137 | ) | 5,653 | |||||||||||
Noninterest expense |
2,527 | 14,636 | 353 | 17,516 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before taxes |
314 | 6,468 | (504 | ) | 6,278 | |||||||||||
Income taxes |
110 | 1,533 | (171 | ) | 1,472 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Income |
$ | 204 | $ | 4,935 | $ | (333 | ) | $ | 4,806 | |||||||
|
|
|
|
|
|
|
|
|||||||||
(In Thousands of Dollars) For the Three Months Ended June 30, 2011 |
Trust Segment |
Bank Segment |
Eliminations and Others |
Consolidated Totals |
||||||||||||
Net interest income |
$ | 11 | $ | 9,158 | $ | (12 | ) | $ | 9,157 | |||||||
Provision for loan losses |
0 | 1,075 | 0 | 1,075 | ||||||||||||
Service fees, security gains and other noninterest income |
1,377 | 1,356 | (39 | ) | 2,694 | |||||||||||
Noninterest expense |
1,149 | 6,743 | 200 | 8,092 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before taxes |
239 | 2,696 | (251 | ) | 2,684 | |||||||||||
Income taxes |
82 | 570 | (85 | ) | 567 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Income |
$ | 157 | $ | 2,126 | $ | (166 | ) | $ | 2,117 | |||||||
|
|
|
|
|
|
|
|
|||||||||
(In Thousands of Dollars) For the Six Months Ended June 30, 2011 |
Trust Segment |
Bank Segment |
Eliminations and Others |
Consolidated Totals |
||||||||||||
Net interest income |
$ | 22 | $ | 18,243 | $ | (25 | ) | $ | 18,240 | |||||||
Provision for loan losses |
0 | 2,950 | 0 | 2,950 | ||||||||||||
Service fees, security gains and other noninterest income |
2,727 | 2,661 | (77 | ) | 5,311 | |||||||||||
Noninterest expense |
2,349 | 13,255 | 302 | 15,906 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before taxes |
400 | 4,699 | (404 | ) | 4,695 | |||||||||||
Income taxes |
137 | 888 | (137 | ) | 888 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Income |
$ | 263 | $ | 3,811 | $ | (267 | ) | $ | 3,807 | |||||||
|
|
|
|
|
|
|
|
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
Forward Looking Statements
Discussions in this report that are not statements of historical fact (including statements that include terms such as will, may, should, believe, expect, anticipate, estimate, project, intend, and plan) are forward-looking statements that involve risks and uncertainties. Any forward-looking statement is not a guarantee of future performance and actual future results could differ materially from those contained in forward-looking information. Factors that could cause or contribute to such differences include, without limitation, risks and uncertainties detailed from time to time in the Companys filings with the Securities and Exchange Commission, including without limitation, the risk factors disclosed in Item 1A, Risk Factors, in the Companys Annual Report on Form 10-K for the year ended December 31, 2011.
Many of these factors are beyond the Companys ability to control or predict, and readers are cautioned not to put undue reliance on those forward-looking statements. The following list, which is not intended to be an all-encompassing list of risks and uncertainties affecting the Company, summarizes several factors that could cause the Companys actual results to differ materially from those anticipated or expected in these forward-looking statements:
26
| general economic conditions in market areas where we conduct business, which could materially impact credit quality trends; |
| business conditions in the banking industry; |
| the regulatory environment; |
| fluctuations in interest rates; |
| demand for loans in the market areas where we conduct business; |
| rapidly changing technology and evolving banking industry standards; |
| competitive factors, including increased competition with regional and national financial institutions; |
| new service and product offerings by competitors and price pressures; and other like items. |
Other factors not currently anticipated may also materially and adversely affect the Companys results of operations, cash flows and financial position. There can be no assurance that future results will meet expectations. While the Company believes that the forward-looking statements in this report are reasonable, the reader should not place undue reliance on any forward-looking statement. In addition, these statements speak only as of the date made. The Company does not undertake, and expressly disclaims, any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as may be required by applicable law.
Overview
Net income for the three months ended June 30, 2012 was $2.3 million, compared to $2.1 million for the same three month period in 2011. On a per share basis, net income for the second quarter ended June 30, 2012 was $0.12 per diluted share, compared to $0.11 for the second quarter ended June 30, 2011. Net income for the six months ended June 30, 2012 was $4.8 million, compared to $3.8 million for the same six month period in 2011. On a per share basis, net income for the six months ended June 30, 2012 was $0.26, an increase of 23.8% compared to the same six month period in 2011. The tangible common equity ratio increased to 10.15% at June 30, 2012, compared to 10.11% at June 30, 2011, mainly as a result of net income. Farmers total assets reported at June 30, 2012 were $1.12 billion, representing a 4.6% increase compared to $1.07 billion in total assets recorded at December 31, 2011.
Net income increased to $2.3 million for the three months ended June 30, 2012, which represents an 8% increase over the $2.1 million reported for the same period in 2011. Noninterest income increased 8.6% during the same three month period, which is consistent with the strategy to diversify revenue. Asset quality continues to improve, evidenced by the reduction in the provision for loan losses from $1.1 million for the three month period ended June 30, 2011 to $400 thousand for the three months ended June 30, 2012. There has also been a decline in the 30-89 day delinquencies, from $3.8 million at June 30, 2011 to $2.8 million at June 30, 2012.
Net loans increased $1.4 million in comparing the June 30, 2012 balance to the December 31, 2011. Most of the loan growth in the current year has occurred in the commercial and commercial real estate portfolios. Net loans were reported at $563.4 million at June 30, 2012, which compares to $562.0 million at December 31, 2011. Deposits increased $46.5 million, or 5.5%, from $840.1 million at December 31, 2011 to $886.6 million at June 30, 2012, as customers continue to seek the safety and security of FDIC insured deposit accounts.
27
Stockholders equity totaled $118.9 million, or 10.6% of total assets, at June 30, 2012, an increase of $4.5 million, or 3.9%, compared to $114.4 million at December 31, 2011. The increase is mainly the result of net income and fair value adjustments in investment securities, offset by cash dividends paid to shareholders during the past six months. Shareholders received a total of $0.15 per share in cash dividends paid in the past four quarters, including a special one-time $0.03 cash dividend on February 28, 2012. Book value per share increased 3.8% from $6.10 per share at December 31, 2011 to $6.33 per share at June 30, 2012. Farmers tangible book value per share also increased 4.0% from $5.76 per share at December 31, 2012 to $5.99 per share at June 30, 2012.
Results of Operations
The following is a comparison of selected financial ratios and other results at or for the three and six months ended June 30, 2012 and 2011:
At or for the Three Months Ended June 30, |
At or for the Six Months Ended June 30, |
|||||||||||||||
(In Thousands, except Per Share Data) | 2012 | 2011 | 2012 | 2011 | ||||||||||||
Total Assets |
$ | 1,116,833 | $ | 1,014,221 | $ | 1,116,833 | $ | 1,014,221 | ||||||||
Net Income |
$ | 2,286 | $ | 2,117 | $ | 4,806 | $ | 3,807 | ||||||||
Basic and Diluted Earnings Per Share |
$ | .12 | $ | .11 | $ | .26 | $ | .21 | ||||||||
Return on Average Assets (Annualized) |
.82 | % | .83 | % | .88 | % | .76 | % | ||||||||
Return on Average Equity (Annualized) |
7.81 | % | 8.05 | % | 8.32 | % | 7.69 | % | ||||||||
Efficiency Ratio (tax equivalent basis) |
68.54 | % | 64.42 | % | 68.48 | % | 63.50 | % | ||||||||
Equity to Asset Ratio |
10.65 | % | 10.71 | % | 10.65 | % | 10.71 | % | ||||||||
Tangible Common Equity Ratio * |
10.15 | % | 10.11 | % | 10.15 | % | 10.11 | % | ||||||||
Dividends to Net Income |
24.67 | % | 26.45 | % | 35.16 | % | 29.39 | % | ||||||||
Net Loans to Assets |
50.45 | % | 55.00 | % | 50.45 | % | 55.00 | % | ||||||||
Loans to Deposits |
64.57 | % | 73.85 | % | 64.57 | % | 73.85 | % |
* | The tangible common equity ratio is calculated by dividing total common stockholders equity by total assets, after reducing both amounts by intangible assets. The tangible common equity ratio is not required by U.S.GAAP or by applicable bank regulatory requirements, but is a metric used by management to evaluate the adequacy of the Companys capital levels. Since there is no authoritative requirement to calculate the tangible common equity ratio, the Companys tangible common equity ratio is not necessarily comparable to similar capital measures disclosed or used by other companies in the financial services industry. Tangible common equity and tangible assets are non-U.S.GAAP financial measures and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with U.S.GAAP. With respect to the calculation of the actual unaudited tangible common equity ratio as of June 30, 2012 and 2011, reconciliations of tangible common equity to U.S.GAAP total common stockholders equity and tangible assets to U.S.GAAP total assets are set forth below: |
(In Thousands of Dollars) | June 30, 2012 | June 30, 2011 | ||||||
Reconciliation of Common Stockholders Equity to Tangible Common Equity |
||||||||
Stockholders Equity |
$ | 118,938 | $ | 108,576 | ||||
Less Goodwill and other intangibles |
6,237 | 6,665 | ||||||
|
|
|
|
|||||
Tangible Common Equity |
$ | 112,701 | $ | 101,911 | ||||
|
|
|
|
28
(In Thousands of Dollars) | June 30, 2012 | June 30, 2011 | ||||||
Reconciliation of Total Assets to Tangible Assets |
||||||||
Total Assets |
$ | 1,116,833 | $ | 1,014,221 | ||||
Less Goodwill and other intangibles |
6,237 | 6,665 | ||||||
|
|
|
|
|||||
Tangible Assets |
$ | 1,110,596 | $ | 1,007,556 | ||||
|
|
|
|
Net Interest Income. The following schedules detail the various components of net interest income for the periods indicated. All asset yields are calculated on a tax-equivalent basis where applicable. Security yields are based on amortized cost.
29
Average Balance Sheets and Related Yields and Rates
(Dollar Amounts in Thousands)
Three Months Ended June 30, 2012 |
Three Months Ended June 30, 2011 |
|||||||||||||||||||||||
AVERAGE BALANCE |
INTEREST | RATE (1) |
AVERAGE BALANCE |
INTEREST | RATE (1) |
|||||||||||||||||||
EARNING ASSETS |
||||||||||||||||||||||||
Loans (3) (5) (6) |
$ | 562,329 | $ | 8,056 | 5.75 | % | $ | 562,446 | $ | 8,444 | 6.02 | % | ||||||||||||
Taxable securities (4) |
330,970 | 2,128 | 2.58 | 269,339 | 2,048 | 3.05 | ||||||||||||||||||
Tax-exempt securities (4) (6) |
73,324 | 1,074 | 5.88 | 76,049 | 1,111 | 5.86 | ||||||||||||||||||
Equity securities (2) (6) |
4,363 | 52 | 4.78 | 4,343 | 53 | 4.89 | ||||||||||||||||||
Federal funds sold and other |
57,643 | 30 | 0.21 | 40,287 | 10 | 0.10 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total earning assets |
1,028,629 | 11,340 | 4.42 | 952,464 | 11,666 | 4.91 | ||||||||||||||||||
NONEARNING ASSETS |
||||||||||||||||||||||||
Cash and due from banks |
19,912 | 18,820 | ||||||||||||||||||||||
Premises and equipment |
17,411 | 13,794 | ||||||||||||||||||||||
Allowance for loan losses |
(9,242 | ) | (10,563 | ) | ||||||||||||||||||||
Unrealized gains (losses) on securities |
13,247 | 6,073 | ||||||||||||||||||||||
Other assets (3) |
46,098 | 43,244 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total assets |
$ | 1,116,055 | $ | 1,023,832 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
INTEREST-BEARING LIABILITIES |
||||||||||||||||||||||||
Time deposits |
$ | 250,141 | $ | 1,196 | 1.92 | % | $ | 248,816 | $ | 1,280 | 2.06 | % | ||||||||||||
Savings deposits |
411,859 | 252 | 0.25 | 332,426 | 385 | 0.46 | ||||||||||||||||||
Demand deposits |
115,475 | 12 | 0.04 | 109,679 | 19 | 0.07 | ||||||||||||||||||
Short term borrowings |
98,187 | 25 | 0.10 | 117,610 | 104 | 0.35 | ||||||||||||||||||
Long term borrowings |
10,606 | 98 | 3.71 | 23,643 | 249 | 4.22 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total interest-bearing liabilities |
886,268 | 1,583 | 0.72 | 832,174 | 2,037 | 0.98 | ||||||||||||||||||
NONINTEREST-BEARING LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||||||||||||||||||||
Demand deposits |
108,584 | 82,715 | ||||||||||||||||||||||
Other liabilities |
3,468 | 3,399 | ||||||||||||||||||||||
Stockholders' equity |
117,735 | 105,544 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities and stockholders' equity |
$ | 1,116,055 | $ | 1,023,832 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net interest income and interest rate spread |
|
$ | 9,757 | 3.70 | % | $ | 9,629 | 3.93 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net interest margin |
3.80 | % | 4.05 | % |
(1) | Rates are calculated on an annualized basis. |
(2) | Equity securities include restricted stock, which is included in other assets on the consolidated balance sheets. |
(3) | Non-accrual loans and overdraft deposits are included in other assets. |
(4) | Includes unamortized discounts and premiums. Average balance and yield are computed using the average historical amortized cost. |
(5) | Interest on loans includes fee income of $610 thousand and $401 thousand for 2012 and 2011 respectively and is reduced by amortization of $458 thousand and $441 thousand for 2012 and 2011 respectively. |
(6) | For 2012, adjustments of $69 thousand and $368 thousand respectively are made to tax equate income on tax exempt loans and tax exempt securities. For 2011, adjustments of $90 thousand and $382 thousand respectively are made to tax equate income on tax exempt loans and tax exempt securities. These adjustments are based on a marginal federal income tax rate of 35%, less disallowances. |
30
Average Balance Sheets and Related Yields and Rates
(Dollar Amounts in Thousands)
Six Months Ended June 30, 2012 |
Six Months Ended June 30, 2011 |
|||||||||||||||||||||||
AVERAGE BALANCE |
INTEREST | RATE (1) |
AVERAGE BALANCE |
INTEREST | RATE (1) |
|||||||||||||||||||
EARNING ASSETS |
||||||||||||||||||||||||
Loans (3) (5) (6) |
$ | 563,028 | $ | 16,128 | 5.76 | % | $ | 567,849 | $ | 16,998 | 6.04 | % | ||||||||||||
Taxable securities (4) |
321,940 | 4,234 | 2.64 | 252,588 | 3,917 | 3.13 | ||||||||||||||||||
Tax-exempt securities (4) (6) |
73,693 | 2,158 | 5.89 | 76,557 | 2,235 | 5.89 | ||||||||||||||||||
Equity securities (2) (6) |
4,363 | 102 | 4.70 | 4,235 | 99 | 4.71 | ||||||||||||||||||
Federal funds sold and other |
50,756 | 51 | 0.20 | 34,920 | 19 | 0.11 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total earning assets |
1,013,780 | 22,673 | 4.49 | 936,149 | 23,268 | 5.01 | ||||||||||||||||||
NONEARNING ASSETS |
||||||||||||||||||||||||
Cash and due from banks |
21,072 | 22,943 | ||||||||||||||||||||||
Premises and equipment |
17,101 | 13,840 | ||||||||||||||||||||||
Allowance for loan losses |
(9,463 | ) | (10,064 | ) | ||||||||||||||||||||
Unrealized gains (losses) on securities |
13,148 | 4,851 | ||||||||||||||||||||||
Other assets (3) |
44,121 | 42,412 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total assets |
$ | 1,099,759 | $ | 1,010,131 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
INTEREST-BEARING LIABILITIES |
||||||||||||||||||||||||
Time deposits |
$ | 253,607 | $ | 2,412 | 1.91 | % | $ | 250,811 | $ | 2,588 | 2.08 | % | ||||||||||||
Savings deposits |
401,859 | 550 | 0.28 | 328,139 | 757 | 0.47 | ||||||||||||||||||
Demand deposits |
114,181 | 23 | 0.04 | 110,469 | 37 | 0.07 | ||||||||||||||||||
Short term borrowings |
94,233 | 67 | 0.14 | 111,586 | 201 | 0.36 | ||||||||||||||||||
Long term borrowings |
10,648 | 196 | 3.70 | 23,819 | 500 | 4.23 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total interest-bearing liabilities |
874,528 | 3,248 | 0.75 | 824,824 | 4,083 | 1.00 | ||||||||||||||||||
NONINTEREST-BEARING LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||||||||||||||||||||
Demand deposits |
105,427 | 82,074 | ||||||||||||||||||||||
Other liabilities |
3,588 | 3,356 | ||||||||||||||||||||||
Stockholders' equity |
116,216 | 99,877 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities and stockholders' equity |
$ | 1,099,759 | $ | 1,010,131 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net interest income and interest rate spread |
|
$ | 19,425 | 3.74 | % | $ | 19,185 | 4.01 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net interest margin |
3.85 | % | 4.14 | % |
(1) | Rates are calculated on an annualized basis. |
(2) | Equity securities include restricted stock, which is included in other assets on the consolidated balance sheets. |
(3) | Non-accrual loans and overdraft deposits are included in other assets. |
(4) | Includes unamortized discounts and premiums. Average balance and yield are computed using the average historical amortized cost. |
(5) | Interest on loans includes fee income of $1.1 million and $837 thousand for 2012 and 2011 respectively and is reduced by amortization of $929 thousand and $888 thousand for 2012 and 2011 respectively. |
(6) | For 2012, adjustments of $145 thousand and $739 thousand respectively are made to tax equate income on tax exempt loans and tax exempt securities. For 2011, adjustments of $178 thousand and $767 thousand respectively are made to tax equate income on tax exempt loans and tax exempt securities. These adjustments are based on a marginal federal income tax rate of 35%, less disallowances. |
31
Net interest income. Net interest income was $9.3 million for the second quarter of 2012, compared to $9.2 million in the second quarter of 2011. The net interest margin to average earning assets on a fully taxable equivalent basis decreased 25 basis points to 3.80% for the three months ended June 30, 2012, compared to 4.05% for the same period in the prior year. The decrease in net interest margin is largely a result of the change in the mix of interest earning assets. Loans, which yield more than securities, comprised a smaller level of interest-earning assets in the current year. For the three months ended June 30, 2012, loans were 55% of average earning assets, compared to 59% for the three months ended June 30, 2011. In comparing the quarters ending June 30, 2012 and 2011, yields on earning assets decreased 49 basis points, while the cost of interest bearing liabilities decreased 26 basis points as the decline in funding costs has slowed.
On a year-to-date basis, net interest income improved to $18.5 million for the six month period ended June 30 2012, compared to $18.2 million in the same period in 2011. The annualized net interest margin to average earning assets on a fully taxable equivalent basis was 3.85% for the six months ended June 30 2012, compared to 4.14% for the same period in the prior year. The decline in margin for the six month period was consistent with the reason for the decline in the three month period.
Noninterest Income. Noninterest income was $2.9 million for the second quarter of 2012, increasing 8.6% from $2.7 million compared to the same quarter of 2011. Income from the sale of residential real estate loans increased from $0 in the second quarter of 2011 to $138 thousand in the second quarter of 2012 as the Company continues to develop its secondary mortgage operations.
Noninterest income for the six months ended June 30 2012 was $5.7 million, compared to $5.3 million for the same period in 2011. The increase in noninterest income is primarily due to income from the sale of loans, increasing from $0 for the six months ended June 30, 2011 to $203 thousand for the same six month period in 2012. Income from trust fees was also $80 thousand higher in 2012.
Noninterest Expense. Noninterest expense totaled $8.9 million for the second quarter of 2012, which is $785 thousand more than the $8.1 million in the same quarter in 2011. Most of this increase is a result of a $456 thousand or 10.2% increase in salaries and employee benefits, due to a higher number of employees in the current quarter. The higher employee count is attributed primarily to our secondary mortgage project expansions. Additionally, employee health insurance costs increased $188 thousand as a result of a higher level of claims. Occupancy and equipment expense also increased $158 thousand as a result of depreciation expense and small equipment costs related to new facilities.
Noninterest expenses for the six months ended June 30, 2012 was $17.5 million, compared to $15.9 million for the same period in 2011, representing an increase of $1.6 million, or 10.1%. The increase is mainly the result of the previously mentioned increase in salaries and employee benefits, resulting from a higher number of employees in the current year and a $331 thousand or 38% increase in health insurance costs, and a $213 thousand increase in occupancy and equipment expense related to new facilities.
The following is a detail of noninterest expense line items classified between the Trust and the other entities in the Company for the three and six month periods ended June 30, 2012 and 2011:
For the Three Months Ended | ||||||||||||||||||||||||
(In Thousands of Dollars) | June 30, 2012 | June 30, 2011 | ||||||||||||||||||||||
Noninterest expense | Trust Company |
Bank and Others |
Total Company |
Trust Company |
Bank and Others |
Total Company |
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Salaries and employee benefits |
$ | 792 | $ | 4,147 | $ | 4,939 | $ | 704 | $ | 3,779 | $ | 4,483 | ||||||||||||
Occupancy and equipment |
76 | 1,004 | 1,080 | 130 | 792 | 922 | ||||||||||||||||||
State and local taxes |
27 | 277 | 304 | 24 | 214 | 238 | ||||||||||||||||||
Professional fees |
125 | 331 | 456 | 93 | 310 | 403 | ||||||||||||||||||
Advertising |
0 | 210 | 210 | 3 | 208 | 211 | ||||||||||||||||||
FDIC insurance |
0 | 183 | 183 | 0 | 244 | 244 | ||||||||||||||||||
Intangible amortization |
103 | 0 | 103 | 112 | 0 | 112 | ||||||||||||||||||
Core processing charges |
68 | 264 | 332 | 65 | 245 | 310 | ||||||||||||||||||
Other operating expenses |
72 | 1,198 | 1,270 | 18 | 1,151 | 1,169 | ||||||||||||||||||
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Total noninterest expense |
$ | 1,263 | $ | 7,614 | $ | 8,877 | $ | 1,149 | $ | 6,943 | $ | 8,092 | ||||||||||||
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32
For the Six Months Ended | ||||||||||||||||||||||||
(In Thousands of Dollars) | June 30, 2012 | June 30, 2011 | ||||||||||||||||||||||
Noninterest expense | Trust Company |
Bank and Others |
Total Company |
Trust Company |
Bank and Others |
Total Company |
||||||||||||||||||
Salaries and employee benefits |
$ | 1,515 | $ | 8,153 | $ | 9,668 | $ | 1,416 | $ | 7,255 | $ | 8,671 | ||||||||||||
Occupancy and equipment |
167 | 1,884 | 2,051 | 269 | 1,569 | 1,838 | ||||||||||||||||||
State and local taxes |
53 | 558 | 611 | 49 | 436 | 485 | ||||||||||||||||||
Professional fees |
246 | 617 | 863 | 190 | 620 | 810 | ||||||||||||||||||
Advertising |
2 | 456 | 458 | 3 | 353 | 356 | ||||||||||||||||||
FDIC insurance |
0 | 369 | 369 | 0 | 592 | 592 | ||||||||||||||||||
Intangible amortization |
205 | 0 | 205 | 255 | 0 | 255 | ||||||||||||||||||
Core processing charges |
155 | 565 | 720 | 134 | 490 | 624 | ||||||||||||||||||
Other operating expenses |
184 | 2,387 | 2,571 | 33 | 2,242 | 2,275 | ||||||||||||||||||
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Total noninterest expense |
$ | 2,527 | $ | 14,989 | $ | 17,516 | $ | 2,349 | $ | 13,557 | $ | 15,906 | ||||||||||||
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The Companys tax equivalent efficiency ratio for the three month period ended June 30, 2012 was 68.5% compared to 64.4% for the same period in 2011. The decline in the efficiency ratio was the result of the $694 thousand increase in noninterest expenses as explained in the previous paragraph.
The Companys tax equivalent efficiency ratio for the six month period ended June 30, 2012 was 68.5%, compared to 63.5% for the prior years same six month period. The decline in the efficiency ratio was the result of a $1.5 million increase in noninterest expense, partially offset by the $552 thousand increase in net interest income and noninterest income.
Income Taxes. Income tax expense totaled $682 thousand for the quarter ended June 30, 2012 and $567 thousand for the quarter ended June 30, 2011. The increase in the current quarter tax expense can be attributed to the $284 thousand increase in income before taxes. The effective tax rate for the three month period ended June 30, 2012 was 23.0%, compared to 21.1% for the same period in 2011. The effective tax rate increase over the same period in 2011 was primarily due to the reduction in the amount of tax exempt municipal securities income as a percentage of total income for the period.
Income tax expense was $1.5 million for the first six months of 2012 and $888 thousand for the first six months of 2011. The effective tax rate for the six month period of 2012 was 23.4%, compared to 18.9% for the same period in 2011. The effective tax rate increase over the same period in 2011 was due to the reduction of tax exempt municipal securities income as mentioned in the quarter discussion from above.
Other Comprehensive Income. For the quarter ended June 30, 2012, the change in net unrealized gains on securities, net of reclassifications, resulted in an unrealized gain, net of tax, of $1.7 million, compared to an unrealized gain of $3.8 million for the same period in 2011. Management believes the increases in fair value for the three month periods ending June 30, in 2012 and 2011 are the result of the continued low interest rate environment that exists in the debt securities market.
For the first six months of 2012, the change in net unrealized gains on securities, net of reclassifications, resulted in an unrealized gain, net of tax, of $1.1 million, compared to an unrealized gain of $3.8 million for the same period in 2011. As with the three month period management believes the increase in fair value for these six month periods in 2012 and 2011 is largely due to lower market interest rates.
33
Financial Condition
Cash and cash equivalents. Cash and cash equivalents increased $23.1 million during the first six months of 2012. The Company expects these levels to remain steady over the next few months. The increase is largely due to the scarcity of viable investment options that produce a reasonable yield for the risk and managements effort to maintain a larger balance at the Federal Reserve Bank for future liquidity needs.
Securities. Securities available-for-sale increased by $20.1 million since December 31, 2011. Securities were purchased in an effort to increase returns on some of the cash available from the additional core deposit account balances and repurchase agreements sold during the period.
Loans. Gross loans increased $647 thousand since December 31, 2011. Most of the loan growth occurred in the commercial and commercial real estate loan portfolios. The increase in loans is related to the subtle economic growth being experienced in the Mahoning Valley. The demand experience for the Banks business and consumer credit is consistent with the experience of other banks in the Federal Reserves Fourth District and banks nationally per the Federal Reserve Beige Book. The increase in loan balances was not enough to overcome the low interest rate environment that caused a lower level of loan income for the current quarter compared to the same quarter in 2011. On a fully tax equivalent basis, loans contributed 71.1% of total interest income for the six months ended June 30, 2012 and 73.1% for the same period in 2011.
Allowance for Loan Losses. The following table indicates key asset quality ratios that management evaluates on an ongoing basis. The unpaid principal balance of non-performing loans and non-performing assets was used in the calculation of amounts and ratios on the table below.
Asset Quality History
(In Thousands of Dollars)
6/30/12 | 3/31/12 | 12/31/11 | 9/30/11 | 6/30/11 | ||||||||||||||||
Nonperforming loans |
$ | 9,900 | $ | 11,030 | $ | 10,984 | $ | 10,884 | $ | 7,865 | ||||||||||
Nonperforming loans as a % of total loans |
1.73 | % | 1.91 | % | 1.92 | % | 1.92 | % | 1.38 | % | ||||||||||
Loans delinquent 30-89 days |
$ | 2,778 | $ | 2,890 | $ | 3,431 | $ | 3,386 | $ | 3,758 | ||||||||||
Loans delinquent 30-89 days as a % of total loans |
0.49 | % | 0.50 | % | 0.60 | % | 0.60 | % | 0.66 | % | ||||||||||
Allowance for loan losses |
$ | 9,048 | $ | 9,446 | $ | 9,820 | $ | 10,984 | $ | 10,876 | ||||||||||
Allowance for loan losses as a % of loans |
1.58 | % | 1.64 | % | 1.72 | % | 1.93 | % | 1.91 | % | ||||||||||
Allowance for loan losses as a % of nonperforming loans |
91.39 | % | 85.64 | % | 89.40 | % | 100.92 | % | 138.28 | % | ||||||||||
Annualized net charge-offs to average net loans outstanding |
0.57 | % | 0.27 | % | 0.84 | % | 0.43 | % | 0.24 | % | ||||||||||
Non-performing assets |
$ | 10,312 | $ | 11,574 | $ | 11,569 | $ | 11,453 | $ | 8,664 | ||||||||||
Non-performing assets as a % of total assets |
0.92 | % | 1.05 | % | 1.08 | % | 1.05 | % | 0.85 | % | ||||||||||
Net charge-offs for the quarter |
$ | 798 | $ | 374 | $ | 1,165 | $ | 591 | $ | 336 |
For the three months ended June 30, 2012, management recorded a $400 thousand provision to the allowance for loan losses, compared to providing $1.1 million over the same three month period in the prior year. Although non-performing loans declined more in the three months ended June 30, 2011 than the three months ended
34
June 30, 2012 and that net charge-offs for the quarter ending June 30, 2012 increased to $797 thousand, compared to $336 thousand for the second quarter of 2011, other factors lead to the recording of a smaller provision in the second quarter of 2012. One factor leading to the recording of a smaller provision for the second quarter of 2012 was the lower level of loans delinquent 30 89 days. At June 30, 2012 there was $2.8 million of loans that were delinquent for 30 89 days which was fairly consistent with March 31, 2012 totals. While loans delinquent 30-89 days were $3.8 million at June 30, 2011 which was an increase from March 31, 2011. Improvement in the historical loss percentage was also a factor in determining an adequate quarterly provision and ultimately the adequacy of the allowance for loan losses. Beginning in the first quarter of 2012, management computed the historical loss percentage based upon the loss history of the past 12 quarters. In previous periods, management used a historical loss percentage based on the past 8 quarters. The Company believes that using a loss history of the previous 12 quarters will mitigate quarterly volatility in the loan portfolio.
For the six months ended June 30, 2012, management provided $400 thousand to the allowance for loan losses, a decrease of $2.6 million, or 86.4%, over the same six month period in the prior year. This decrease is primarily due to fewer charge-offs and a lower historical loss ratio compared to the year ago period. Net charge-offs declined from $1.4 million for the first six months of 2011 to $1.2 million for the current six month period.
Based on the evaluation of the adequacy of the allowance for loan losses, management believes that the allowance for loan losses at June 30, 2012 to be adequate and reflects probable incurred losses in the portfolio. The provision for loan losses is based on managements judgment after taking into consideration all factors connected with the collectability of the existing loan portfolio. Management evaluates the loan portfolio in light of economic conditions, changes in the nature and volume of the loan portfolio, industry standards and other relevant factors. Specific factors considered by management in determining the amounts charged to operating expenses include previous credit loss experience, the status of past due interest and principal payments, the quality of financial information supplied by loan customers and the general condition of the industries in the community to which loans have been made.
Deposits. Total deposits increased $46.5 million, or 5.53%, since December 31, 2011. Balances in the Companys non-interest bearing deposits increased $13.1 million, or 13.6%, between December 31, 2011 and June 30, 2012. Money market accounts also increased $23.8 million between year end 2011 and June 30, 2012. Savings and other interest bearing demand deposits increased $19.9 million between December 31, 2011 and June 30, 2012. The Companys deposits are also being affected positively by the recent development of the Marcellus and Utica shale activity within the local region. At June 30, 2012 the Company had deposits totaling approximately $41.1 million that customers have received from energy exploration companies from the leasing or sale of mineral rights. The Companys focus continues to be on core deposit growth and the Company will price deposit rates to remain competitive within the market and to retain customers. At June 30, 2012, core deposits savings and money market accounts, time deposits less than $100,000 and demand deposits represented approximately 90.0% of total deposits.
Borrowings. Total borrowings decreased $2.3 million, or 2.1%, since December 31, 2011. The decrease in borrowings is the result of an $873 thousand and $649 thousand decrease in securities sold under repurchase agreements and federal home loan bank advances, respectively. The decrease in repurchase agreements is due to public funds deposits moving to money market deposit accounts in an effort to maximize interest rate return.
Capital Resources. Total stockholders equity increased from $114.4 million at December 31, 2011 to $118.9 million at June 30, 2012. The increase is the result of net income and fair value adjustments in the Companys investment securities and partially offset by cash dividends paid to shareholders during the past six months. Shareholders received a $0.09 per share cash dividend during the first six months of 2012 which included a one-time special $0.03 dividend. Book value per share increased 3.8% from $6.10 per share at December 31, 2011 to $6.33 per share at June 30, 2012. This increase is mainly the result of net income from the period ended June 30, 2012.
35
The capital management function is a regular process that consists of providing capital for both the current financial position and the anticipated future growth of the Company. As of June 30, 2012 the Companys total risk-based capital ratio stood at 17.68%, and the Tier I risk-based capital ratio and Tier I leverage ratio were at 16.40% and 9.44%, respectively. Management believes that the Company and the Bank meet all capital adequacy requirements to which they are subject, as of June 30, 2012.
Due to the continuing growth in the Banks business and the higher levels of its allowance for loan losses associated with current economic conditions, senior management and the Board have determined that higher levels of capital are appropriate. The Office of the Comptroller of the Currency (the OCC) concurred in the Boards view that additional capital would be beneficial in supporting its continued growth and operations. As a result, effective February 2, 2010, the OCC proposed and the Bank accepted the following individual minimum capital requirements for the Bank: Tier I Capital to Adjusted Total Assets of 7.20% and Total Capital to Risk-Weighted Assets of 11.00%. At June 30, 2012, the Bank is in compliance with these minimum capital requirements.
Critical Accounting Policies
The Company follows financial accounting and reporting policies that are in accordance with U.S. GAAP. These policies are presented in Note 1 of the consolidated audited financial statements in the Companys Annual Report to Shareholders included in the Companys Annual Report on Form 10-K for the year ended December 31, 2011. Critical accounting policies are those policies that require managements most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company has identified two accounting policies that are critical accounting policies and an understanding of these policies is necessary to understand the Companys financial statements. These policies relate to determining the adequacy of the allowance for loan losses and other-than-temporary impairment of securities. The change in methodology for historical loss experience used in calculating the unallocated portion of the allowance for loan losses from 8 previous quarters to now using the 12 previous quarters was previously discussed. Additional information regarding these policies is included in the notes to the aforementioned 2011 consolidated financial statements, Note 1 (Summary of Significant Accounting Policies), Note 2 (Securities), Note 3 (Loans), and the sections captioned Loan Portfolio and Investment Securities.
Management believes that the accounting for goodwill and other intangible assets also involves a higher degree of judgment than most other significant accounting policies. U.S.GAAP establishes standards for the amortization of acquired intangible assets and the impairment assessment of goodwill. Goodwill arising from business combinations represents the value attributable to unidentifiable intangible assets in the business acquired. The Companys goodwill relates to the value inherent in the banking industry and that value is dependent upon the ability of the Companys trust subsidiary to provide quality, cost-effective trust services in a competitive marketplace. The goodwill value is supported by revenue that is in part driven by the volume of business transacted. A decrease in earnings resulting from a decline in the customer base or the inability to deliver cost-effective services over sustained periods can lead to impairment of goodwill that could adversely impact earnings in future periods. U.S. GAAP requires an annual evaluation of goodwill for impairment, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The fair value of the goodwill, which resides on the books of the Trust, is estimated by reviewing the past and projected operating results for the subsidiary and trust banking industry comparable information.
36
Liquidity
The Company maintains, in the opinion of management, liquidity sufficient to satisfy depositors requirements and meet the credit needs of customers. The Company depends on its ability to maintain its market share of deposits as well as acquiring new funds. The Companys ability to attract deposits and borrow funds depends in large measure on its profitability, capitalization and overall financial condition. The Companys objective in liquidity management is to maintain the ability to meet loan commitments, purchase securities or to repay deposits and other liabilities in accordance with their terms without an adverse impact on current or future earnings. Principal sources of liquidity for the Company include assets considered relatively liquid, such as federal funds sold, cash and due from banks, as well as cash flows from maturities and repayments of loans, and securities.
Along with its liquid assets, the Bank has additional sources of liquidity available which help to ensure that adequate funds are available as needed. These other sources include, but are not limited to, loan repayments, the ability to obtain deposits through the adjustment of interest rates and the purchasing of federal funds and borrowings on approved lines of credit at major domestic banks. At June 30, 2012, these lines of credit totaled $24.5 million and the Bank had not borrowed against these lines. In addition, the Company has a $1.5 million revolving line of credit with a correspondent bank. The outstanding balance at June 30, 2012 was $350 thousand. Management feels that its liquidity position is adequate and continues to monitor the position on a monthly basis. As of June 30, 2012, the Bank had outstanding balances with the Federal Home Loan Bank of Cincinnati (FHLB) of $10.5 million with additional borrowing capacity of approximately $87.5 million with the FHLB as well as access to the Federal Reserve Discount Window, which provides an additional source of funds. The Bank views its membership in the FHLB as a solid source of liquidity.
The primary investing activities of the Company are originating loans and purchasing securities. During the first six months of 2012, net cash used by investing activities amounted to $22.9 million, compared to $22.9 million used by investing activities for the same period in 2011. Proceeds from maturities and repayments of securities was $35.2 million for the six month period ended June 30, 2012 compared to $21.1 million provided in the same prior year period. Purchases of securities amounted to $54.8 million used during the first six months of 2012 compared to $63.3 million used during the same period in 2011. There was $3.1 million used for loan originations and payments during the first six months of 2012, compared to $19.8 million in net cash provided by loan originations and payments during the same period in 2011. The cash used by lending activities during this years first six month period can be attributed to the activity in the commercial real estate portfolio.
The primary financing activities of the Company are obtaining deposits, repurchase agreements and other borrowings. Net cash provided by financing activities amounted to $42.7 million for the first six months of 2012, compared to $23.8 million provided by financing activities for the same period in 2011. The majority of this change was in the net change in deposits. During the first six months of 2012 cash provided was $46.5 million while during the same period in 2011 the cash provided amounted to $9.0 million. The Companys common and treasury shares public offering during the first quarter of 2011 provided $13.8 million and $0 during 2012.
Off-Balance Sheet Arrangements
In the normal course of business, to meet the financial needs of our customers, we are a party to financial instruments with off-balance sheet risk. These financial instruments generally include commitments to originate mortgage, commercial and consumer loans, and involve to varying degrees, elements of credit and interest rate risk in excess of amounts recognized in the Consolidated Balance Sheets. The Banks maximum exposure to credit loss in the event of nonperformance by the borrower is represented by the contractual amount of those instruments. Because some commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The same credit policies are used in making commitments as are used for on-balance sheet instruments. Collateral is required in instances where deemed necessary. Undisbursed balances of loans closed include funds not disbursed but
37
committed for construction projects. Unused lines of credit include funds not disbursed, but committed for, home equity, commercial and consumer lines of credit. Financial standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Those guarantees are primarily used to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Total unused commitments were $91.5 million at June 30, 2012 and $86.4 million at December 31, 2011.
Recent Market and Regulatory Developments
In response to the recent national and international economic recession, and in an effort to stabilize and strengthen the financial markets and banking industries, the United States Congress and governmental agencies have taken a number of significant actions over the past several years, including the passage of legislation and the implementation of a number of programs. The most recent of these actions was the passage into law, on July 21, 2010, of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act). The Dodd-Frank Act is the most comprehensive change to banking laws and the financial regulatory environment since the Great Depression of the 1930s. The Dodd-Frank Act affects almost every aspect of the nations financial services industry and mandates change in several key areas, including regulation and compliance, securities regulation, executive compensation, regulation of derivatives, corporate governance, and consumer protection.
The extent to which the Dodd-Frank Act and initiatives thereunder will succeed in addressing the credit markets or otherwise result in an improvement in the national economy is uncertain. In addition, because many aspects of this legislation still remain subject to intensive agency rulemaking and subsequent public comment prior to implementation over the next several months, it is difficult to predict at this time the ultimate effect of the Dodd-Frank Act on the Company. It is likely, however, that the Companys expenses will increase as a result of new compliance requirements.
Various legislation affecting financial institutions and the financial industry will likely continue to be introduced in Congress, and such legislation may further change banking statutes and the operating environment of the Company in substantial and unpredictable ways, and could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance depending upon whether any of this potential legislation will be enacted, and if enacted, the effect that it or any implementing regulations, would have on the financial condition or results of operations of the Company or any of its subsidiaries. With the enactment of the Dodd-Frank Act, the nature and extent of future legislative and regulatory changes affecting financial institutions remains very unpredictable at this time.
Also, such statutes, regulations and policies are continually under review by Congress and state legislatures and federal and state regulatory agencies and are subject to change at any time, particularly in the current economic and regulatory environment. Any such change in statutes, regulations or regulatory policies applicable to the Company could have a material effect on the business of the Company.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
The Companys ability to maximize net income is dependent, in part, on managements ability to plan and control net interest income through management of the pricing and mix of assets and liabilities. Because a large portion of assets and liabilities of the Company are monetary in nature, changes in interest rates and monetary or fiscal policy affect its financial condition and can have significant impact on the net income of the Company. Additionally, the Companys balance sheet is currently liability sensitive and in the low interest rate environment that exists today, the Companys net interest margin should maintain current levels throughout the near future.
The Company considers the primary market exposure to be interest rate risk. Simulation analysis is used to monitor the Companys exposure to changes in interest rates, and the effect of the change to
38
net interest income. The following table shows the effect on net interest income and the net present value of equity in the event of a sudden and sustained increase or decrease in market interest rates:
Changes In Interest Rate |
June 30, 2012 |
December 31, 2011 |
ALCO | |||
(basis points) |
Result |
Result |
Guidelines | |||
Net Interest Income Change |
||||||
+300 |
-1.44% | -4.40% | 15.00% | |||
+200 |
-0.67% | -2.58% | 10.00% | |||
+100 |
-0.09% | -1.05% | 5.00% | |||
-100 |
-3.01% | -2.32% | 5.00% | |||
Net Present Value |
||||||
Of Equity Change |
||||||
+300 |
3.52% | -1.42% | 20.00% | |||
+200 |
5.76% | 2.51% | 15.00% | |||
+100 |
4.35% | 2.66% | 10.00% | |||
-100 |
-15.29% | 16.81% | 10.00% |
The simulation provides probable results that could be expected in an environment where interest rates rise 100, 200 and 300 basis points or fall 100 basis points over a 12 month period, using June 30, 2012 amounts as a base case, and considering the increase in deposit liabilities, and the volatile financial markets. It should be noted that the change in the net present value of equity exceeded policy when the simulation model assumed a sudden decrease in rates of 100 basis points. This was primarily because the positive impact on the fair value of assets would not be as great as the negative impact on the fair value of certain liabilities. Specifically, because core deposits typically bear relatively low interest rates, their fair value would be negatively impacted as the rates could not be adjusted by the full extent of the sudden decrease in rates. Management does not believe that a 100 basis rate decline is realistic in the current interest rate environment. The remaining results of this analysis comply with internal limits established by the Company. A report on interest rate risk is presented to the Board of Directors and the Asset/Liability Committee on a quarterly basis. The Company has no market risk sensitive instruments held for trading purposes, nor does it hold derivative financial instruments, and does not plan to purchase these instruments in the near future.
Item 4. | Controls and Procedures |
Based on their evaluation, as of the end of the period covered by this Quarterly Report on Form 10-Q, the Companys Chief Executive Officer and Chief Financial Officer have concluded the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) are effective. There were no changes in the Companys internal controls over financial reporting (as defined in Rule 13a 15(f) under the Exchange Act) that occurred during the fiscal quarter ended June 30, 2012, that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
PART II OTHER INFORMATION
Item 1. | Legal Proceedings |
In the opinion of management there are no outstanding legal actions that will have a material adverse effect on the Companys financial condition or results of operations.
Item 1A. | Risk Factors |
There have been no material changes to the Companys risk factors from those disclosed in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2011.
39
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Not applicable
Item 3. | Defaults Upon Senior Securities |
Not applicable.
Item 4. | Mine Safety Disclosures |
Not applicable
Item 5. | Other Information |
Not applicable.
Item 6. | Exhibits |
The following exhibits are filed or incorporated by reference as part of this report:
3.1 | Articles of Incorporation of Farmers National Banc Corp., as amended (incorporated by reference from Exhibit 4.1 to the Companys Registration Statement on Form S-3 filed with the SEC on October 3, 2001 (File No. 333-70806). | |
3.2 | Amended Code of Regulations of Farmers National Banc Corp. (incorporated by reference from Exhibit 3.2 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011 filed with the SEC on August 9, 2011). | |
4 | Agreement to furnish instruments and agreements defining rights of holders of long-term debt (incorporated by reference from Exhibit 4 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012 filed with the SEC on May 9, 2012). | |
10.1 | Farmers National Banc Corp. 2012 Equity Incentive Plan (filed herewith) | |
31.1 | Rule 13a-14(a)/15d-14(a) Certification of John S. Gulas, President and Chief Executive Officer of the Company (filed herewith). | |
31.2 | Rule 13a-14(a)/15d-14(a) Certification of Carl D. Culp, Executive Vice President, Chief Financial Officer and Treasurer of the Company (filed herewith). | |
32.1 | Certification pursuant to 18 U.S.C. Section 1350 of John S. Gulas, President and Chief Executive Officer of the Company (filed herewith). | |
32.2 | Certification pursuant to 18 U.S.C. Section 1350 of Carl D. Culp, Executive Vice President, Chief Financial Officer and Treasurer of the Company (filed herewith). | |
101* | The following materials from the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements, tagged as blocks of text. |
* | As provided in Rule 406T of Regulation S-T, this information shall not be deemed filed for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under those sections. |
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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.
FARMERS NATIONAL BANC CORP.
Dated: August 7, 2012 |
/s/ John S. Gulas |
John S. Gulas President and Chief Executive Officer |
Dated: August 7, 2012 |
/s/ Carl D. Culp |
Carl D. Culp Executive Vice President and Treasurer |
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FARMERS NATIONAL BANC CORP.
2012 EQUITY INCENTIVE PLAN
The purpose of the Plan is to promote the Companys long-term financial success and increase shareholder value by motivating performance through incentive compensation. The Plan also is intended to encourage Participants to acquire ownership interests in the Company, attract and retain talented employees and directors and enable Participants to participate in the Companys long-term growth and financial success.
ARTICLE I
DEFINITIONS
When used in the Plan, the following capitalized words, terms and phrases shall have the meanings set forth in this Article I. For purposes of the Plan, the form of any word, term or phrase shall include any and all of its other forms.
1.1 Act shall mean the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto.
1.2 Affiliate shall mean any entity with whom the Company would be considered a single employer under Section 414(b) or (c) of the Code, but modified as permitted under Treasury Regulations promulgated under any Code section relevant to the purpose for which the definition is applied.
1.3 Award shall mean any Restricted Stock, Stock Unit, Performance Based Award or Share Award granted pursuant to the Plan.
1.4 Award Agreement shall mean any written or electronic agreement between the Company and a Participant that describes the terms and conditions of an Award. If there is a conflict between the terms of the Plan and the terms of an Award Agreement, the terms of the Plan shall govern.
1.5 Board shall mean the Board of Directors of the Company.
1.6 Cause shall mean, unless otherwise provided in the related Award Agreement or in any employment agreement between the Participant and the Company or any Affiliate or in any other agreement between the Participant and the Company or any Affiliate (but only within the context of the events contemplated by the employment agreement or other agreement, as applicable), a Participants: (a) commission of any intentional, reckless, or grossly negligent act which may result in material injury to the good will, business or business reputation of the Company or any Affiliate; (b) participation in any fraud, dishonesty, theft, conviction of a crime, or unethical business conduct; (c) violation of any written policy, rule, regulation or covenant with respect to non-competition, non-solicitation, non-disparagement, cooperation or otherwise with respect to the Company or any Affiliate; or (d) failure to adequately perform the Participants job duties or to follow lawful and ethical directions provided to the Participant, which failure, if amenable to cure, has not been cured in all material respects within 20 days after receiving notice of such failure from the Company.
1.7 Change in Control shall mean, unless otherwise provided in any employment agreement between the Participant and the Company or any Affiliate or in any other agreement between the Participant and the Company or any Affiliate (but only within the context of events contemplated by the employment agreement or other agreement, as applicable), the occurrence of any of the following:
(a) any person (as defined in Act) becomes a direct or indirect beneficial owner of securities of the Company representing 20% or more of the combined voting power of the Companys then outstanding securities; or
(ii) the merger or consolidation of the Company with another entity, and as a result of such merger or consolidation, less than 75% of the outstanding voting securities of the surviving or resulting entity shall be owned in the aggregate by the former shareholders of the Company; or
(c) during any two consecutive years, individuals who at the beginning of such period constitute the Board, cease for any reason to constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors at the beginning of the period.
A change in control will only be deemed to have occurred if one of the three above-listed scenarios occurs and, as a result thereof, the Participant is not offered a position that is substantially similar to the Participants position immediately prior to the transaction, in terms of duties, responsibilities, pay and benefits.
Notwithstanding the foregoing, with respect to the payment, exercise or settlement of any Award that is subject to Section 409A of the Code (and for which no exception applies), a Change in Control shall be deemed not to have occurred unless the events or circumstances constituting a Change in Control also constitute a change in control event within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder.
1.8 Code shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.
1.9 Committee shall mean the Compensation Committee of the Board, which will be comprised of at least two (2) directors, each of whom is a non-employee director within the meaning of Rule 16b-3 under the Act.
1.10 Company shall mean Farmers National Banc Corp., an Ohio corporation, and any successor thereto.
1.11 Director shall mean a person who is a member of the Board, excluding any member who is an Employee.
1.12 Disability shall mean:
(a) with respect to an Incentive Stock Option, disability as defined in Section 22(e)(3) of the Code;
(b) with respect to the payment or settlement of any Award that is (or becomes) subject to Section 409A of the Code (and for which no exception applies), (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, (ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Employees of the Participants employer, or (iii) the Participant is determined to be totally disabled by the Social Security Administration or Railroad Retirement Board; and
(c) with respect to the payment or settlement of any Award not described in subsection (a) or (b) of this definition, a Participants inability (established by an independent physician selected by the Committee and reasonably acceptable to the Participant or to the Participants legal representative) due to illness, accident or otherwise to perform his or her duties, which is expected to be permanent or for an indefinite duration longer than twelve (12) months.
1.13 Employee shall mean any person who is a common law employee of the Company or any Affiliate. A person who is classified as other than a common-law employee but who is subsequently reclassified as a common law employee of the Company or any Affiliate for any reason and on any basis shall be treated as a common law employee only from the date that reclassification occurs and shall not retroactively be reclassified as an Employee for any purpose under the Plan.
1.14 Fair Market Value shall mean the value of one Share on any relevant date, determined under the following rules:
(a) If the Shares are traded on an exchange, the reported closing price on the relevant date if it is a trading day, otherwise on the next trading day;
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(b) If the Shares are traded over-the-counter with no reported closing price, the mean between the lowest bid and the highest asked prices on that quotation system on the relevant date if it is a trading day, otherwise on the next trading day; or
(c) If neither (a) nor (b) applies, (i) with respect to Options, Stock Appreciation Rights and any Award that is subject to Section 409A of the Code, the value as determined by the Committee through the reasonable application of a reasonable valuation method, taking into account all information material to the value of the Company, within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder, and (ii) with respect to all other Awards, the fair market value as determined by the Committee in good faith.
1.15 Good Reason shall mean, unless otherwise specified in the Award Agreement or another agreement between the Participant and the Company or any Affiliate, or in any other agreement between the Participant and the Company or any Affiliate (but only within the context of events contemplated by the employment agreement or other agreement, as applicable), the occurrence of any of the following without the Participants consent (provided the Company or Affiliate does not fully cure the effect of such event within 30 days following its receipt of written notice of such event from the Participant: (a) a material diminution in the Participants Base Salary; or (b) a material reduction in, or the permanent assignment to, the Participant of duties that are materially inconsistent with the Participants position (including, without limitation, the Participants status, office and title), authority, duties or responsibilities; or (c) a material change in the geographic location in which the Participant must perform services under this Agreement. Notwithstanding the foregoing, Good Reason shall cease to exist for an event on the 90th day following the later of its occurrence or the Participants knowledge thereof, unless the Participant has given the Employer written notice of such event prior to such date.
1.16 Participant shall mean an Employee or Director who is granted an Award under the Plan.
1.17 Performance-Based Award shall mean an Award described in Article VIII of the Plan.
1.18 Performance Criteria shall mean any of the following: (a) revenue; (b) net earnings or net income (before or after taxes); (c) earnings per share; (d) deposit or asset growth; (e) net operating income; (f) return measures (including return on assets and equity); (g) fee income; (h) earnings before or after taxes, interest, depreciation and/or amortization; (i) interest spread; (j) productivity ratios; (k) share price (including, but not limited to, growth measures and total shareholder return); (l) expense targets; (m) credit quality; (n) efficiency ratio; (o) market share; (p) customer satisfaction; (q) asset quality measures (e.g., Texas Ratio, ALLL etc.); (r) net income after cost of capital (NIACC); (s) strategic objectives (including, branding, mergers and acquisitions, succession management, dynamic market response, new product build out, expense reduction initiatives, risk management and regulatory compliance); or (t) such other measures as the Committee may select from time to time.
1.19 Plan shall mean the Farmers National Banc Corp. 2012 Equity Incentive Plan, as set forth herein and as may be amended from time to time.
1.20 Restricted Stock shall mean an Award granted pursuant to Article V of the Plan under which a Participant is issued a right to receive a specified number of Shares or a cash payment equal to a specified number of Shares, the settlement of which is subject to specified restrictions on vesting and transferability.
1.21 Retirement shall mean, with respect to an Employee, termination after the attainment of age 65, unless another definition is provided in the related Award Agreement.
1.22 Shares shall mean the common shares, par value $1.00 per share, of the Company or any security of the Company issued in satisfaction, exchange or in place of these shares.
1.23 Share Award shall mean an Award granted pursuant to Section VII of the Plan consisting on an award of unrestricted Shares.
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1.24 Stock Unit shall mean an Award granted pursuant to Section VI of the Plan through which a Participant is granted the right to receive Shares in the future.
ARTICLE II
SHARES SUBJECT TO THE PLAN
2.1 Number of Shares Available for Awards. Subject to this Article II, the aggregate number of Shares with respect to which Awards may be granted under the Plan shall be 500,000. The Shares may consist, in whole or in part, of treasury Shares, authorized but unissued Shares not reserved for any other purpose or Shares purchased by the Company or an independent agent in either a private transaction or in the open market. Subject to this Article II, the number of Shares available for issuance under the Plan shall be reduced by one Share for each Share subject to a grant of an Award and any Shares underlying such an Award that become available for future grant under the Plan pursuant to Section 2.2 shall be added back to the Plan in an amount equal to the number of Shares subject to such an Award that become available for future grant under the Plan pursuant to Section 2.2.
2.2 Share Usage. In addition to the number of Shares provided for in Section 2.1, the following Shares shall be available for Awards under the Plan: (a) Shares covered by an Award that expires or is forfeited, canceled, surrendered or otherwise terminated without the issuance of such Shares; (b) Shares covered by an Award that, by its terms, may be settled only in cash; (c) Shares granted through the assumption of, or in substitution for, outstanding awards granted by a company to individuals who become Employees or Directors as the result of a merger, consolidation, acquisition or other corporate transaction involving such company and the Company or any of its Affiliates; and (d) any Shares from awards exercised for or settled in vested and nonforfeitable Shares that are later returned to the Company pursuant to any compensation recoupment policy, provision or agreement. Notwithstanding the foregoing, no Shares covered by an Award that are withheld to satisfy any applicable taxes shall again be available for issuance as Awards under this Plan.
2.3 Adjustments. In the event of any Share dividend, Share split, recapitalization (including payment of an extraordinary dividend), merger, reorganization, consolidation, combination, spin-off, distribution of assets to stockholders, exchange of Shares or any other change affecting the Shares, the Committee shall make such substitutions and adjustments, if any, as it deems equitable and appropriate to: (a) the aggregate number of Shares that may be issued under the Plan; and (b) the number of Shares and other terms or limitations applicable to outstanding Awards. Notwithstanding the foregoing, an adjustment pursuant to this Section 2.3 shall be made only to the extent such adjustment complies, to the extent applicable, with Section 409A of the Code.
ARTICLE III
ADMINISTRATION
3.1 In General. The Plan shall be administered by the Committee. The Committee shall have full power and authority to: (a) interpret the Plan and any Award Agreement; (b) establish, amend and rescind any rules and regulations relating to the Plan; (c) select Participants; (d) establish the terms and conditions of any Award consistent with the terms and conditions of the Plan; and (e) make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan shall be made in the Committees sole and absolute discretion and shall be final, conclusive and binding on all persons.
3.2 Delegation of Duties. In its sole discretion, the Committee may delegate any ministerial duties associated with the Plan to any person (including Employees) it deems appropriate; provided, however, that the Committee may not delegate (a) any duties that it is required to discharge to comply with applicable law; (b) its authority to grant Awards to any Participant who is subject to Section 16 of the Act; and (c) its authority under the Companys equity award granting policy that may be in effect from time to time.
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ARTICLE IV
ELIGIBILITY
Any Employee or Director selected by the Committee shall be eligible to be a Participant in the Plan.
ARTICLE V
RESTRICTED STOCK
5.1 Grant of Restricted Stock. Subject to the terms and conditions of the Plan, Shares of Restricted Stock may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.
5.2 Award Agreement. Each Award of Restricted Stock shall be evidenced by an Award Agreement that shall specify the number of Shares of Restricted Stock, the restricted period(s) applicable to the Shares of Restricted Stock, the conditions upon which the restrictions on the Shares of Restricted Stock will lapse and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.
5.3 Terms, Conditions and Restrictions.
(a) The Committee shall impose such other terms, conditions and/or restrictions on any Shares of Restricted Stock as it may deem advisable, including, without limitation, restrictions based on the achievement of specific performance goals (which may be based on one or more of the Performance Criteria), time-based restrictions or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock.
(b) To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the Companys possession until such time as all terms, conditions and/or restrictions applicable to such Shares have been satisfied or lapse.
(c) Unless otherwise provided in the related Award Agreement or required by applicable law, the restrictions imposed on Shares of Restricted Stock shall lapse upon the expiration or termination of the applicable restricted period and the satisfaction of any other applicable terms and conditions.
5.4 Rights Associated with Restricted Stock during Restricted Period. During any restricted period applicable to Shares of Restricted Stock:
(a) Such Shares of Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated.
(b) Unless otherwise provided in the related Award Agreement, (i) the Participant shall be entitled to exercise full voting rights associated with such Shares of Restricted Stock and (ii) the Participant shall be entitled to all dividends and other distributions paid with respect to such Shares of Restricted Stock during the restricted period; provided, however, that receipt of any such dividends or other distributions will be subject to the same terms and conditions as the Shares of Restricted Stock with respect to which they are paid.
ARTICLE VI
STOCK UNITS
6.1 Grant of Stock Units. Subject to the terms and conditions of the Plan, Participants may be granted Stock Units in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.
6.2 Award Agreement. Each Award of Stock Units shall be evidenced by an Award Agreement that shall specify the number of Shares underlying the Award, the restricted period(s), the conditions upon which the restrictions on the Stock Units will lapse, the time at and form in which the Stock Units will be settled, and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.
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6.3 Terms, Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any Award of Stock Units as it may deem advisable, including, without limitation, conditions and/or restrictions based on the achievement of specific performance goals (which may be based on one or more of the Performance Criteria), time-based conditions and/or restrictions or holding requirements or sale conditions and/or restrictions placed on the Shares by the Company upon vesting of such Stock Units.
6.4 Form of Settlement. An Award of Stock Units may be settled in full Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.
6.5 Dividend Equivalents. Awards of Stock Units may provide the Participant with dividend equivalents, as determined by the Committee in its sole discretion and set forth in the related Award Agreement. In no event will a Participant have any voting rights with respect to the Shares underlying the Stock Units.
ARTICLE VII
SHARE AWARDS
Subject to the terms and conditions of the Plan, Share Awards consisting of unrestricted Shares may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.
ARTICLE VIII
PERFORMANCE-BASED AWARDS
8.1 In General. Notwithstanding anything in the Plan to the contrary, any Award may be granted as a Performance-Based Award. As determined by the Committee in its sole discretion, the grant, vesting and/or settlement of any Performance-Based Award shall be conditioned on the attainment of performance goals based upon one or more Performance Criteria during a performance period established by the Committee. Any such Performance-Based Award must meet the requirements of this Article VIII. Performance Criteria may relate to the individual Participant, the Company, the Company and one or more Affiliate or one or more of their respective divisions or business units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, in each case, as determined by the Committee in its sole discretion.
8.2 Modifying Performance-Based Awards. Performance goals relating to Performance-Based Awards may be calculated without regard to extraordinary items or adjusted, as the Committee deems equitable, in recognition of unusual or non-recurring events affecting the Company and/or its Affiliates or changes in applicable tax laws or accounting principles.
8.3 Negative Discretion. In the Committees sole discretion, the amount of a Performance-Based Award actually paid to a Participant may be less than the amount otherwise payable based on the satisfaction of the performance goals and other materials terms of the Performance-Based Award.
ARTICLE IX
TERMINATION OF EMPLOYMENT OR SERVICE
9.1 Death; Disability; Retirement. Unless otherwise specified in the Award Agreement, or as subsequently determined by the Committee (but only to the extent permitted under Section 409A of the Code), a Participant shall vest in all Awards in full (and, if the Award was granted subject to the attainment of Performance Objectives, as though the Performance Objectives were achieved at the target level of performance) in the event of a Participants death, Disability or Retirement.
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9.2 Termination for Cause. A Participant shall forfeit all Awards whether or not vested in the event that the Participant is terminated for Cause.
9.3 Other Terminations. The Committee shall determine the extent to which an Award shall vest and the extent to which the Participant shall have the right to receive settlement of the Award on or following the Participants termination of employment or services with the Company and/or any of its Affiliates for any reason other than set forth in Sections 9.1 or 9.2. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the related Award Agreement, need not be uniform among all Awards granted under the Plan and may reflect distinctions based on the reasons for termination.
ARTICLE X
CHANGE IN CONTROL
10.1 Rights in the Event of a Change in Control. The Committee, in its sole discretion, may take such actions, if any, as it deems necessary or desirable with respect to any Award that is outstanding as of the date of the consummation of a Change in Control. Such actions may include, without limitation: (a) the acceleration of the vesting and/or settlement of an Award; (b) the payment of a cash amount in exchange for the cancellation of an Award equal to the value of the consideration to be paid in the Change in Control to holders of the same number of Shares as the number of Shares underlying the Award being cancelled (or, if no consideration is paid in the Change in Control, the Fair Market Value of the Shares underlying the Award being canceled); and/or (c) the issuance of substitute Awards that substantially preserve the value, rights and benefits of any affected Awards. Any action relating to an Award that is subject to Section 409A of the Code shall be consistent with the requirements thereof.
10.2 Effect of Change in Control. Except as otherwise provided in the related Award Agreement, in the event of a Change in Control, a Participant shall vest in all unvested Awards in full (and, if the Award was granted subject to the attainment of Performance Objectives, as though the Performance Objectives were achieved at the target level of performance) if either: (a) the Participant is terminated by the Company without Cause or voluntarily terminates for Good Reason within 12 months following a Change in Control; or (b) the Awards are canceled and the Participant is not granted substitute Awards that substantially preserve the value, rights and benefits of any affected Awards.
10.3 Golden Parachute Limitations. Except as otherwise provided in any other written agreement between the Company or any Affiliate and a Participant, including any Award Agreement, if the sum of the amounts payable under the Plan and those provided under all other plans, programs or agreements between the Participant and the Company or any Affiliate constitutes a parachute payment as defined in Section 280G of the Code, the Company will reduce any payments to the minimum extent necessary to avoid the imposition of an excise tax under Section 4999 of the Code or a loss of deduction under Section 280G of the Code. Any reduction pursuant to this Section 10.3 shall be made in compliance with Section 409A of the Code.
ARTICLE XI
AMENDMENT OR TERMINATION OF THE PLAN
The Board or the Committee may amend or terminate the Plan at any time; provided, however, that no amendment or termination shall be made without the approval of the Companys stockholders to the extent that (a) the amendment materially increases the benefits accruing to Participants under the Plan, (b) the amendment materially increases the aggregate number of Shares authorized for grant under the Plan (excluding an increase in the number of Shares that may be issued under the Plan as a result of Section 2.3, (c) the amendment materially modifies the requirements as to eligibility for participation in the Plan, or (d) such approval is required by any law, regulation or stock exchange rule.
ARTICLE XII
TRANSFERABILITY
12.1 Awards Not Transferable. Except as described in Section 12.2 or as provided in a related Award Agreement, an Award may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, except by will or the laws of descent and distribution Notwithstanding any provision contained in this Article XII, no Award may be transferred by a Participant for value or consideration.
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12.2 Beneficiary Designation. Unless otherwise specifically designated by the Participant in writing, a Participants beneficiary under the Plan shall be the Participants spouse or, if no spouse survives the Participant, the Participants estate.
ARTICLE XIII
MISCELLANEOUS
13.1 No Right to Continue Services or to Awards. The granting of an Award under the Plan shall impose no obligation on the Company or any Affiliate to continue the employment or services of a Participant or interfere with or limit the right of the Company or any Affiliate to terminate the services of any Employee or Director at any time. In addition, no Employee or Director shall have any right to be granted any Award, and there is no obligation for uniformity of treatment of Participants. The terms and conditions of Awards and the Committees interpretations and determinations with respect thereto need not be the same with respect to each Participant.
13.2 Tax Withholding.
(a) The Company or an Affiliate, as applicable, shall have the power and the right to deduct, withhold or collect any amount required by law or regulation to be withheld with respect to any taxable event arising with respect to an Award granted under the Plan. This amount may, as determined by the Committee in its sole discretion, be (i) withheld from other amounts due to the Participant, (ii) withheld from the value of any Award being settled or any Shares being transferred in connection with the settlement of an Award or (iii) withheld from the vested portion of any Award (including the Shares transferable thereunder), whether or not being settled at the time the taxable event arises, or (iv) collected directly from the Participant.
(b) Subject to the approval of the Committee, a Participant may elect to satisfy the withholding requirement, in whole or in part, by having the Company or an Affiliate, as applicable, withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction; provided that such Shares would otherwise be distributable to the Participant at the time of the withholding and if such Shares are not otherwise distributable at the time of the withholding, provided that the Participant has a vested right to distribution of such Shares at such time. All such elections shall be irrevocable and made in writing and shall be subject to any terms and conditions that the Committee, in its sole discretion, deems appropriate.
13.3 Requirements of Law. The grant of Awards and the issuance of Shares shall be subject to all applicable laws, rules and regulations (including applicable federal and state securities laws) and to all required approvals of any governmental agencies or national securities exchange, market or other quotation system. Without limiting the foregoing, the Company shall have no obligation to issue Shares under the Plan prior to (a) receipt of any approvals from any governmental agencies or national securities exchange, market or quotation system that the Committee deems necessary and (b) completion of registration or other qualification of the Shares under any applicable federal or state law or ruling of any governmental agency that the Committee deems necessary.
13.4 Legends. Certificates for Shares delivered under the Plan may be subject to such stock transfer orders and other restrictions that the Committee deems advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or other recognized market or quotation system upon which the Shares are then listed or traded, or any other applicable federal or state securities law. The Committee may cause a legend or legends to be placed on any certificates issued under the Plan to make appropriate reference to restrictions within the scope of this Section 14.4.
13.5 Uncertificated Shares. To the extent that the Plan provides for the issuance of certificates to reflect the transfer of Shares, the transfer of Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.
13.6 Governing Law. The Plan and all Award Agreements shall be governed by and construed in accordance with the laws of (other than laws governing conflicts of laws) the State of Ohio, except to the extent that the laws of the state in which the Company is incorporated are mandatorily applicable.
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13.7 No Impact on Benefits. Awards are not compensation for purposes of calculating a Participants rights under any employee benefit plan that does not specifically require the inclusion of Awards in calculating benefits.
13.8 Rights as a Shareholder. Except as otherwise provided in the Plan or in a related Award Agreement, a Participant shall have none of the rights of a shareholder with respect to Shares covered by an Award unless and until the Participant becomes the record holder of such Shares.
13.9 Successors and Assigns. The Plan shall be binding on all successors and assigns of the Company and each Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participants creditors.
13.10 Section 409A of the Code.
(a) Awards granted pursuant to the Plan that are subject to Section 409A of the Code, or that are subject to Section 409A but for which an exception from Section 409A of the Code applies, are intended to comply with or be exempt from Section 409A of the Code and the Treasury Regulations promulgated thereunder, and the Plan shall be interpreted, administered and operated accordingly.
(b) If a Participant is determined to be a specified employee (within the meaning of Section 409A of the Code and as determined under the Companys policy for determining specified employees), the Participant shall not be entitled to payment or to distribution of any portion of an Award that is subject to Section 409A of the Code (and for which no exception applies) and is payable or distributable on account of the Participants separation from service (within the meaning of Section 409A of the Code) until the expiration of six (6) months from the date of such separation from service (or, if earlier, the Participants death). Such Award, or portion thereof, shall be paid or distributed on the first business day of the seventh month following such separation from service.
(c) Nothing in the Plan shall be construed as an entitlement to or guarantee of any particular tax treatment to a Participant, and none of the Company, its Affiliates, the Board or the Committee shall have any liability with respect to any failure to comply with the requirements of Section 409A of the Code.
13.11 Savings Clause. In the event that any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
ARTICLE XIV
EFFECTIVE DATE AND TERM OF THE PLAN
This Plan shall become effective upon its approval by the Companys shareholders. No Awards may be granted under the Plan after the tenth anniversary of the date the Plan was approved by the Board. Notwithstanding the foregoing, the termination of the Plan shall not preclude the Company from complying with the terms of Awards outstanding on the date the Plan terminates.
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Exhibit 31.1
CERTIFICATIONS
Certification of Chief Executive Officer
CERTIFICATION FOR QUARTERLY REPORT ON FORM 10-Q
I, John S. Gulas certify that:
1) I have reviewed this quarterly report on Form 10-Q of Farmers National Banc Corp.;
2) Based on my knowledge, this 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 report;
3) Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4) The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 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 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 registrants disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5) The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.
August 7, 2012
/s/ John S. Gulas
John S. Gulas
Chief Executive Officer
Exhibit 31.2
CERTIFICATIONS
Certification of Chief Financial Officer
CERTIFICATION FOR QUARTERLY REPORT ON FORM 10-Q
I, Carl D. Culp certify that:
1) I have reviewed this quarterly report on Form 10-Q of Farmers National Banc Corp.;
2) Based on my knowledge, this 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 report;
3) Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4) The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 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 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 registrants disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5) The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.
August 7, 2012
/s/ Carl D. Culp
Carl D. Culp
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Farmers National Banc Corp. (the Corporation) on Form 10-Q for the period ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the Report), I John S. Gulas, Chief Executive Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
/s/ John S. Gulas
John S. Gulas
Chief Executive Officer
August 7, 2012
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Farmers National Banc Corp. (the Corporation) on Form 10-Q for the period ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the Report), I Carl D. Culp, Chief Financial Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
/s/ Carl D. Culp
Carl D. Culp
Chief Financial Officer
August 7, 2012
Fair Value (Details) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Assets measured at fair value on a recurring basis | ||
Securities available for sale | $ 420,147 | $ 400,029 |
Recurring [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 420,147 | 400,029 |
Recurring [Member] | U.S. Treasury and U.S. government sponsored entities [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 58,424 | 55,988 |
Recurring [Member] | State and political subdivisions [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 82,061 | 82,690 |
Recurring [Member] | Corporate bonds [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 1,247 | 769 |
Recurring [Member] | Mortgage-backed securities-residential [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 243,618 | 222,718 |
Recurring [Member] | Collateralized mortgage obligations [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 34,166 | 37,222 |
Recurring [Member] | Small business administration [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 223 | 315 |
Recurring [Member] | Equity securities [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 408 | 327 |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 408 | 327 |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | U.S. Treasury and U.S. government sponsored entities [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 0 | 0 |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | State and political subdivisions [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 0 | 0 |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Corporate bonds [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 0 | 0 |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Mortgage-backed securities-residential [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 0 | 0 |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Collateralized mortgage obligations [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 0 | 0 |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Small business administration [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 0 | 0 |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Equity securities [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 408 | 327 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 419,728 | 399,690 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury and U.S. government sponsored entities [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 58,424 | 55,988 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | State and political subdivisions [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 82,061 | 82,690 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Corporate bonds [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 1,247 | 769 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Mortgage-backed securities-residential [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 243,607 | 222,706 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Collateralized mortgage obligations [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 34,166 | 37,222 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Small business administration [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 223 | 315 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Equity securities [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 0 | 0 |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 11 | 12 |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. Treasury and U.S. government sponsored entities [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 0 | 0 |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | State and political subdivisions [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 0 | 0 |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Corporate bonds [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 0 | 0 |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Mortgage-backed securities-residential [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 11 | 12 |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Collateralized mortgage obligations [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 0 | 0 |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Small business administration [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | 0 | 0 |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Equity securities [Member]
|
||
Assets measured at fair value on a recurring basis | ||
Securities available for sale | $ 0 | $ 0 |
Earnings Per Share (Details) (USD $)
In Thousands, except Share data, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Basic EPS computation | ||||
Numerator - Net income | $ 2,286 | $ 2,117 | $ 4,806 | $ 3,807 |
Denominator - Weighted average shares outstanding | 18,800,122 | 18,674,213 | 18,782,968 | 17,820,254 |
Basic earnings per share | $ 0.12 | $ 0.11 | $ 0.26 | $ 0.21 |
Diluted EPS computation | ||||
Numerator - Net income | $ 2,286 | $ 2,117 | $ 4,806 | $ 3,807 |
Denominator - Weighted average shares outstanding for basic earnings per share | 18,800,122 | 18,674,213 | 18,782,968 | 17,820,254 |
Effect of Stock Options | 0 | 0 | 0 | 0 |
Weighted averages shares for diluted earnings per share | 18,800,122 | 18,674,213 | 18,782,968 | 17,820,254 |
Diluted earnings per share | $ 0.12 | $ 0.11 | $ 0.26 | $ 0.21 |
Earnings Per Share (Textual) [Abstract] | ||||
Stock options not considered in computing of diluted earnings per share | 5,000 | 28,500 | 5,000 | 28,500 |
Securities (Details Textual) (USD $)
|
3 Months Ended | 6 Months Ended | 12 Months Ended | ||
---|---|---|---|---|---|
Jun. 30, 2012
sec
|
Jun. 30, 2011
sec
|
Jun. 30, 2012
sec
|
Jun. 30, 2011
sec
|
Dec. 31, 2011
|
|
Securities (Textual) [Abstract] | |||||
Number of securities sales | 0 | 1 | 0 | 1 | |
Proceeds from the sale | $ 3,400,000 | ||||
Securities, gain or loss recognized | 0 | ||||
Number of securities | 416 | 416 | |||
Number of securities on unrealized loss position | 18 | 18 | |||
Unrealized losses for U.S. Treasury and U.S. government sponsored entities and corporate bonds | $ 1,000 | $ 1,000 |
Credit Quality Indicators (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2012
|
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Credit Quality Indicators [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk category of loans by class of loans |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment in residential, consumer and indirect auto loans based on payment activity |
|
Fair Value (Details 2) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | $ 11,176 | $ 10,355 |
Nonrecurring [Member] | Commercial real estate, Owner occupied [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 2,162 | 1,606 |
Nonrecurring [Member] | Commercial real estate, Non-owner occupied [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 492 | 2,017 |
Nonrecurring [Member] | Commercial real estate, Other[Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 0 | 0 |
Nonrecurring [Member] | Commercial [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 155 | 41 |
Nonrecurring [Member] | Other real estate owned - Commercial real estate [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 187 | 270 |
Nonrecurring [Member] | Residential real estate, 1-4 family residential [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 89 | 76 |
Nonrecurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Commercial real estate, Owner occupied [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 0 | 0 |
Nonrecurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Commercial real estate, Non-owner occupied [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 0 | 0 |
Nonrecurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Commercial real estate, Other[Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 0 | 0 |
Nonrecurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Commercial [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 0 | 0 |
Nonrecurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Other real estate owned - Commercial real estate [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 0 | 0 |
Nonrecurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Residential real estate, 1-4 family residential [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 0 | 0 |
Nonrecurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Commercial real estate, Owner occupied [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 0 | 0 |
Nonrecurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Commercial real estate, Non-owner occupied [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 0 | 0 |
Nonrecurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Commercial real estate, Other[Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 0 | 0 |
Nonrecurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Commercial [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 0 | 0 |
Nonrecurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Other real estate owned - Commercial real estate [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 0 | 0 |
Nonrecurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Residential real estate, 1-4 family residential [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 0 | 0 |
Nonrecurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Commercial real estate, Owner occupied [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 2,162 | 1,606 |
Nonrecurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Commercial real estate, Non-owner occupied [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 492 | 2,017 |
Nonrecurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Commercial real estate, Other[Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 0 | 0 |
Nonrecurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Commercial [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 155 | 41 |
Nonrecurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Other real estate owned - Commercial real estate [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | 187 | 270 |
Nonrecurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Residential real estate, 1-4 family residential [Member]
|
||
Fair value assets measured on non-recurring basis | ||
Assets measured on non-recurring basis | $ 89 | $ 76 |
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