UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: September 30, 2014
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-36192
First Citizens Banc Corp
(Exact name of registrant as specified in its charter)
Ohio | 34-1558688 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
100 East Water Street, Sandusky, Ohio | 44870 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (419) 625-4121
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 the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if smaller reporting company) | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the 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. Common Shares, no par value, outstanding at November 6, 2014 - 7,707,917 shares
Index
PART I. | ||||||
Item 1. | ||||||
Consolidated Balance Sheets (Unaudited) September 30, 2014 and December 31, 2013 |
3 | |||||
4 | ||||||
5 | ||||||
6 | ||||||
7 | ||||||
Notes to Interim Consolidated Financial Statements (Unaudited) |
8-44 | |||||
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
45-61 | ||||
Item 3. | 62-64 | |||||
Item 4. | 65 | |||||
PART II. | ||||||
Item 1. | 66 | |||||
Item 1A. | 66 | |||||
Item 2. | 66 | |||||
Item 3. | 66 | |||||
Item 4. | 66 | |||||
Item 5. | 66 | |||||
Item 6. | 66 | |||||
Signatures | 67 |
Part I Financial Information
ITEM 1. | Financial Statements |
Consolidated Balance Sheets (Unaudited)
(In thousands, except share data)
September 30, 2014 |
December 31, 2013 |
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ASSETS |
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Cash and due from financial institutions |
$ | 24,128 | $ | 34,186 | ||||
Securities available for sale |
200,891 | 199,613 | ||||||
Loans held for sale |
1,399 | 438 | ||||||
Loans, net of allowance of $15,445 and $16,528 |
871,573 | 844,713 | ||||||
Other securities |
12,554 | 15,424 | ||||||
Premises and equipment, net |
14,471 | 16,313 | ||||||
Accrued interest receivable |
4,523 | 3,881 | ||||||
Goodwill |
21,720 | 21,720 | ||||||
Other intangibles |
2,180 | 2,763 | ||||||
Bank owned life insurance |
19,518 | 19,145 | ||||||
Other assets |
9,042 | 9,350 | ||||||
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Total assets |
$ | 1,181,999 | $ | 1,167,546 | ||||
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LIABILITIES |
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Deposits |
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Noninterest-bearing |
$ | 253,154 | $ | 234,976 | ||||
Interest-bearing |
727,480 | 707,499 | ||||||
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Total deposits |
980,634 | 942,475 | ||||||
Federal Home Loan Bank advances |
26,200 | 37,726 | ||||||
Securities sold under agreements to repurchase |
20,128 | 20,053 | ||||||
Subordinated debentures |
29,427 | 29,427 | ||||||
Accrued expenses and other liabilities |
9,727 | 9,489 | ||||||
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Total liabilities |
1,066,116 | 1,039,170 | ||||||
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SHAREHOLDERS EQUITY |
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Preferred shares, no par value, 200,000 shares authorized, |
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Series A Preferred shares, $1,000 liquidation preference, no shares issued September 30, 2014 and 23,184 shares issued December 31, 2013 |
| 23,184 | ||||||
Series B Preferred shares, $1,000 liquidation preference, 25,000 shares issued, net of issuance costs |
23,132 | 23,132 | ||||||
Common shares, no par value, 20,000,000 shares authorized, 8,455,881 shares issued |
114,365 | 114,365 | ||||||
Accumulated deficit |
(5,785 | ) | (10,823 | ) | ||||
Treasury shares, 747,964 shares at cost |
(17,235 | ) | (17,235 | ) | ||||
Accumulated other comprehensive income (loss) |
1,406 | (4,247 | ) | |||||
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Total shareholders equity |
115,883 | 128,376 | ||||||
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Total liabilities and shareholders equity |
$ | 1,181,999 | $ | 1,167,546 | ||||
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See notes to interim unaudited consolidated financial statements
Page 3
Consolidated Statements of Income (Unaudited)
(In thousands, except per share data)
Three months ended September 30, |
Nine months ended September 30, |
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2014 | 2013 | 2014 | 2013 | |||||||||||||
Interest and dividend income |
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Loans, including fees |
$ | 10,218 | $ | 9,621 | $ | 29,850 | $ | 28,871 | ||||||||
Taxable securities |
845 | 901 | 2,610 | 2,826 | ||||||||||||
Tax-exempt securities |
595 | 579 | 1,750 | 1,637 | ||||||||||||
Federal funds sold and other |
9 | 26 | 137 | 104 | ||||||||||||
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Total interest income |
11,667 | 11,127 | 34,347 | 33,438 | ||||||||||||
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Interest expense |
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Deposits |
552 | 674 | 1,740 | 2,134 | ||||||||||||
Federal Home Loan Bank advances |
236 | 339 | 887 | 1,029 | ||||||||||||
Subordinated debentures |
190 | 192 | 590 | 575 | ||||||||||||
Other |
5 | 5 | 15 | 16 | ||||||||||||
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Total interest expense |
983 | 1,210 | 3,232 | 3,754 | ||||||||||||
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Net interest income |
10,684 | 9,917 | 31,115 | 29,684 | ||||||||||||
Provision for loan losses |
| 300 | 1,500 | 1,100 | ||||||||||||
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Net interest income after provision for loan losses |
10,684 | 9,617 | 29,615 | 28,584 | ||||||||||||
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Noninterest income |
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Service charges |
1,071 | 1,088 | 3,078 | 3,120 | ||||||||||||
Net gain on sale of securities |
1 | 80 | 114 | 138 | ||||||||||||
Net gain on sale of loans |
239 | 86 | 470 | 574 | ||||||||||||
ATM fees |
520 | 523 | 1,494 | 1,494 | ||||||||||||
Trust fees |
822 | 735 | 2,396 | 1,963 | ||||||||||||
Bank owned life insurance |
118 | 132 | 373 | 423 | ||||||||||||
Tax refund processing fees |
6 | 3 | 2,321 | 429 | ||||||||||||
Item processing fees |
61 | 57 | 190 | 182 | ||||||||||||
Other |
174 | 373 | 580 | 800 | ||||||||||||
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Total noninterest income |
3,012 | 3,077 | 11,016 | 9,123 | ||||||||||||
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Noninterest expense |
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Salaries, wages and benefits |
5,657 | 5,753 | 16,661 | 16,839 | ||||||||||||
Net occupancy expense |
510 | 522 | 1,771 | 1,685 | ||||||||||||
Equipment expense |
320 | 291 | 1,023 | 859 | ||||||||||||
Contracted data processing |
369 | 324 | 1,080 | 966 | ||||||||||||
FDIC assessment |
212 | 233 | 700 | 779 | ||||||||||||
State franchise tax |
240 | 319 | 680 | 883 | ||||||||||||
Professional services |
538 | 495 | 1,332 | 1,472 | ||||||||||||
Amortization of intangible assets |
201 | 212 | 604 | 636 | ||||||||||||
ATM expense |
203 | 167 | 606 | 483 | ||||||||||||
Repossession Expense |
187 | 374 | 521 | 831 | ||||||||||||
Marketing |
300 | 192 | 901 | 577 | ||||||||||||
Other operating expenses |
1,924 | 1,863 | 5,189 | 5,287 | ||||||||||||
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Total noninterest expense |
10,661 | 10,745 | 31,068 | 31,297 | ||||||||||||
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Income before taxes |
3,035 | 1,949 | 9,563 | 6,410 | ||||||||||||
Income tax expense |
729 | 383 | 2,306 | 1,274 | ||||||||||||
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Net Income |
2,306 | 1,566 | 7,257 | 5,136 | ||||||||||||
Preferred stock dividends and discount accretion |
406 | 289 | 1,467 | 869 | ||||||||||||
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Net income available to common shareholders |
$ | 1,900 | $ | 1,277 | $ | 5,790 | $ | 4,267 | ||||||||
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Earnings per common share, basic |
$ | 0.25 | $ | 0.17 | $ | 0.75 | $ | 0.55 | ||||||||
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Earnings per common share, diluted |
$ | 0.21 | $ | 0.17 | $ | 0.64 | $ | 0.55 | ||||||||
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See notes to interim unaudited consolidated financial statements
Page 4
Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands)
Three months ended September 30, |
Nine months ended September 30, |
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2014 | 2013 | 2014 | 2013 | |||||||||||||
Net income |
$ | 2,306 | $ | 1,566 | $ | 7,257 | $ | 5,136 | ||||||||
Other comprehensive income (loss): |
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Unrealized holding gains (loss) on available for sale securities |
615 | (966 | ) | 4,303 | (7,310 | ) | ||||||||||
Tax effect |
(210 | ) | 328 | (1,462 | ) | 2,485 | ||||||||||
Pension liability adjustment |
89 | 180 | 4,260 | 518 | ||||||||||||
Tax effect |
(31 | ) | (61 | ) | (1,448 | ) | (176 | ) | ||||||||
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Total other comprehensive income (loss) |
463 | (519 | ) | 5,653 | (4,483 | ) | ||||||||||
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Comprehensive income |
$ | 2,769 | $ | 1,047 | $ | 12,910 | $ | 653 | ||||||||
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See notes to interim unaudited consolidated financial statements
Page 5
Condensed Consolidated Statement of Shareholders Equity (Unaudited)
(In thousands, except share data)
Accumulated | ||||||||||||||||||||||||||||||||
Preferred Shares | Common Shares | Other | Total | |||||||||||||||||||||||||||||
Outstanding | Outstanding | Accumulated | Treasury | Comprehensive | Shareholders | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Deficit | Shares | Income (Loss) | Equity | |||||||||||||||||||||||||
Balance, January 1, 2014 |
48,184 | $ | 46,316 | 7,707,917 | $ | 114,365 | $ | (10,823 | ) | $ | (17,235 | ) | $ | (4,247 | ) | $ | 128,376 | |||||||||||||||
Net Income |
| | | | 7,257 | | | 7,257 | ||||||||||||||||||||||||
Other comprehensive income |
| | | | | | 5,653 | 5,653 | ||||||||||||||||||||||||
Redemption of Series A preferred shares |
(23,184 | ) | (23,184 | ) | | | 327 | | | (22,857 | ) | |||||||||||||||||||||
Common share dividends ($.14 per share) |
| | | | (1,079 | ) | | | (1,079 | ) | ||||||||||||||||||||||
Preferred share dividend |
| | | | (1,467 | ) | | | (1,467 | ) | ||||||||||||||||||||||
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Balance, September 30, 2014 |
25,000 | $ | 23,132 | 7,707,917 | $ | 114,365 | $ | (5,785 | ) | $ | (17,235 | ) | $ | 1,406 | $ | 115,883 | ||||||||||||||||
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See notes to interim unaudited consolidated financial statements
Page 6
Condensed Consolidated Statement of Cash Flows (Unaudited)
(In thousands)
Nine months ended September 30, |
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2014 | 2013 | |||||||
Net cash from operating activities |
$ | 11,043 | $ | 6,784 | ||||
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Cash flows used for investing activities: |
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Maturities and calls of securities, available-for-sale |
38,343 | 41,605 | ||||||
Purchases of securities, available-for-sale |
(54,425 | ) | (55,140 | ) | ||||
Sale of securities available for sale |
18,088 | 8,686 | ||||||
Redemption of Federal Reserve stock |
| 134 | ||||||
Redemption of Federal Home Loan Bank stock |
3,009 | | ||||||
Purchases of Federal Reserve stock |
(139 | ) | | |||||
Net loan originations |
(25,406 | ) | (7,832 | ) | ||||
Purchases of consumer loans |
(3,120 | ) | | |||||
Proceeds from sale of other real estate owned properties |
191 | 635 | ||||||
Proceeds from sale of premises and equipment |
1,310 | 130 | ||||||
Purchases of premises and equipment |
(257 | ) | (457 | ) | ||||
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Net cash used for investing activities |
(22,406 | ) | (12,239 | ) | ||||
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Cash flows from financing activities: |
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Repayment of FHLB advances |
(30,226 | ) | (2,526 | ) | ||||
Proceeds from short-term FHLB advances |
8,700 | | ||||||
Proceeds from long-term FHLB advances |
10,000 | | ||||||
Increase in deposits |
38,159 | 16,069 | ||||||
Increase (decrease) in securities sold under repurchase agreements |
75 | (2,409 | ) | |||||
Repayment of Series A Preferred stock |
(22,857 | ) | | |||||
Cash dividends paid on common shares and preferred shares |
(2,546 | ) | (1,717 | ) | ||||
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Net cash provided by financing activities |
1,305 | 9,417 | ||||||
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(Decrease) increase in cash and due from financial institutions |
(10,058 | ) | 3,962 | |||||
Cash and due from financial institutions at beginning of period |
34,186 | 46,131 | ||||||
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Cash and due from financial institutions at end of period |
$ | 24,128 | $ | 50,093 | ||||
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Cash paid during the period for: |
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Interest |
$ | 3,254 | $ | 3,780 | ||||
Income taxes |
$ | 950 | $ | 1,010 | ||||
Supplemental cash flow information: |
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Transfer of loans from portfolio to other real estate owned |
$ | 261 | $ | 202 |
See notes to interim unaudited consolidated financial statements
Page 7
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
(1) Consolidated Financial Statements
Nature of Operations and Principles of Consolidation: The Consolidated Financial Statements include the accounts of First Citizens Banc Corp (FCBC) and its wholly-owned subsidiaries: The Citizens Banking Company (Citizens), First Citizens Insurance Agency, Inc., Water Street Properties, Inc. (Water St.) and FC Refund Solutions, Inc (FCRS). FCRS was formed to facilitate payment of individual state and federal income tax refunds. First Citizens Capital LLC (FCC) is wholly-owned by Citizens and holds intercompany debt. The operations of FCC are located in Wilmington, Delaware. First Citizens Investments, Inc. (FCI) is wholly-owned by Citizens and holds and manages its securities portfolio. The operations of FCI are located in Wilmington, Delaware. The above companies together are referred to as the Company. Intercompany balances and transactions are eliminated in consolidation.
The consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the Companys financial position as of September 30, 2014 and its results of operations and changes in cash flows for the periods ended September 30, 2014 and 2013 have been made. The accompanying Consolidated Financial Statements have been prepared in accordance with instructions of Form 10-Q, and therefore certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been omitted. The results of operations for the period ended September 30, 2014 are not necessarily indicative of the operating results for the full year. Reference is made to the accounting policies of the Company described in the notes to the financial statements contained in the Companys 2013 annual report. The Company has consistently followed these policies in preparing this Form 10-Q.
The Company provides financial services through its offices in the Ohio counties of Erie, Crawford, Champaign, Franklin, Logan, Madison, Summit, Huron, Ottawa, and Richland. Its primary deposit products are checking, savings, and term certificate accounts, and its primary lending products are residential mortgage, commercial, and installment loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets and commercial and residential real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. Citizens has one concentration to lessors of residential buildings and dwellings totaling $112,690 or 12.7 percent of total loans as of September 30, 2014. This portfolio predominantly consists of commercial loans financing multi-family real estate. This segment of the portfolio is stable and has been conservatively underwritten, monitored and managed by experienced commercial lenders. However, the customers ability to repay their loans is dependent on the real estate and general economic conditions in the area. Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions and Federal Funds sold.
First Citizens Insurance Agency, Inc. was formed to allow the Company to participate in commission revenue generated through its third party insurance agreement. Insurance commission revenue was less than 1.0% of total revenue through September 30, 2014. Water St. revenue was less than 1.0% of total revenue through September 30, 2014. Management considers the Company to operate primarily in one reportable segment, banking.
Page 8
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
(2) Significant Accounting Policies
Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, impairment of goodwill, fair values of financial instruments, deferred taxes and pension obligations are particularly subject to change.
Income Taxes: Income tax expense is based on the effective tax rate expected to be applicable for the entire year. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax basis of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.
Reclassifications: Some items in the prior year financial statements were reclassified to conform to the current presentation.
Derivative Instruments and Hedging Activities: The Company enters into interest rate swap agreements to facilitate the risk management strategies of a small number of commercial banking customers. All derivatives are accounted for in accordance with ASC-815, Derivatives and Hedging. The Company mitigates the risk of entering into these agreements by entering into equal and offsetting swap agreements with highly rated third party financial institutions. The swap agreements are free-standing derivatives and are recorded at fair value in the Companys consolidated balance sheets. The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes because the Company does not currently intend to execute a setoff with its counterparties. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of marketable securities, is posted by the counterparty with net liability positions in accordance with contract thresholds.
Effect of Newly Issued but Not Yet Effective Accounting Standards:
In January 2014, FASB issued ASU 2014-01, Investments Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects. The amendments in this Update permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). The amendments in this Update should be applied retrospectively to all periods presented. A reporting entity that uses the effective yield method to account for its investments in qualified affordable housing
Page 9
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
projects before the date of adoption may continue to apply the effective yield method for those preexisting investments. The amendments in this Update are effective for public business entities for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2014. Early adoption is permitted. Adoption of this Update is not expected to have a significant impact on the Companys financial statements.
In January 2014, the FASB issued ASU 2014-04, Receivables Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The amendments in this Update clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The amendments in this Update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. An entity can elect to adopt the amendments in this Update using either a modified retrospective transition method or a prospective transition method. This ASU is not expected to have a significant impact on the Companys financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The Updates core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this Update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is evaluating the effect of adopting this new accounting Update.
In June 2014, the FASB issued ASU 2014-10, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The amendments in this Update change the accounting for repurchase-to-maturity transactions to secured borrowing accounting. For repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. The amendments also require enhanced disclosures. The accounting changes in this Update are effective for the first interim or annual period beginning after December 15, 2014. An entity is required to present changes in accounting for transactions outstanding on the effective date as a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Earlier application is prohibited. The disclosure for certain transactions accounted for as a sale is required to be presented for interim and annual periods beginning after December 15, 2014, and the disclosure for repurchase agreements, securities lending transactions,
Page 10
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
and repurchase-to-maturity transactions accounted for as secured borrowings is required to be presented for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, 2015. The disclosures are not required to be presented for comparative periods before the effective date. This Update is not expected to have a significant impact on the Companys financial statements.
In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments when the Terms of an Award Provide that a Performance Target Could Be Achieved After the Requisite Service Period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. The Company is currently evaluating the impact the adoption of the standard will have on the Companys financial position or results of operations.
Page 11
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
(3) Securities
The amortized cost and fair market value of available for sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) were as follows:
September 30, 2014 |
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value | ||||||||||||
U.S. Treasury securities and obligations of U.S. government agencies |
$ | 44,857 | $ | 104 | $ | (222 | ) | $ | 44,739 | |||||||
Obligations of states and political subdivisions |
83,044 | 4,587 | (378 | ) | 87,253 | |||||||||||
Mortgage-backed securities in government sponsored entities |
67,687 | 1,033 | (354 | ) | 68,366 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total debt securities |
195,588 | 5,724 | (954 | ) | 200,358 | |||||||||||
Equity securities in financial institutions |
481 | 52 | | 533 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 196,069 | $ | 5,776 | $ | (954 | ) | $ | 200,891 | |||||||
|
|
|
|
|
|
|
|
|||||||||
December 31, 2013 |
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value | ||||||||||||
U.S. Treasury securities and obligations of U.S. government agencies |
$ | 52,229 | $ | 95 | $ | (764 | ) | $ | 51,560 | |||||||
Obligations of states and political subdivisions |
79,975 | 2,327 | (1,677 | ) | 80,625 | |||||||||||
Mortgage-backed securities in government sponsored entities |
66,409 | 1,127 | (557 | ) | 66,979 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total debt securities |
198,613 | 3,549 | (2,998 | ) | 199,164 | |||||||||||
Equity securities in financial institutions |
481 | | (32 | ) | 449 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 199,094 | $ | 3,549 | $ | (3,030 | ) | $ | 199,613 | |||||||
|
|
|
|
|
|
|
|
Page 12
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
The amortized cost and fair value of securities at September 30, 2014, by contractual maturity, is shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Securities not due at a single maturity date, primarily mortgage-backed securities and equity securities are shown separately.
Available for sale | Amortized Cost | Fair Value | ||||||
Due in one year or less |
$ | 135 | $ | 135 | ||||
Due after one year through five years |
28,358 | 28,343 | ||||||
Due after five years through ten years |
38,590 | 40,032 | ||||||
Due after ten years |
60,818 | 63,482 | ||||||
Mortgage-backed securities |
67,687 | 68,366 | ||||||
Equity securities |
481 | 533 | ||||||
|
|
|
|
|||||
Total securities available for sale |
$ | 196,069 | $ | 200,891 | ||||
|
|
|
|
Proceeds from sales of securities, gross realized gains and gross realized losses were as follows.
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Sale proceeds |
$ | | $ | 927 | $ | 18,088 | $ | 8,686 | ||||||||
Gross realized gains |
| | 113 | 144 | ||||||||||||
Gross realized losses |
| | | 89 | ||||||||||||
Gains from securities called or settled by the issuer |
1 | 80 | 1 | 83 |
Securities were pledged to secure public deposits, other deposits and liabilities as required by law. The carrying value of pledged securities was approximately $145,409 and $147,625 as of September 30, 2014 and December 31, 2013, respectively.
Page 13
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
Securities with unrealized losses at September 30, 2014 and December 31, 2013 not recognized in income, aggregated by investment category and the length of time which the individual securities have been in a loss position, are as follows:
September 30, 2014 |
12 Months or less | More than 12 months | Total | |||||||||||||||||||||
Description of Securities |
Fair Value |
Unrealized Loss |
Fair Value |
Unrealized Loss |
Fair Value |
Unrealized Loss |
||||||||||||||||||
U.S. Treasury securities and obligations of U.S. government agencies |
$ | 10,540 | $ | (18 | ) | $ | 19,198 | $ | (204 | ) | $ | 29,738 | $ | (222 | ) | |||||||||
Obligations of states and political subdivisions |
1,467 | (3 | ) | 8,644 | (375 | ) | 10,111 | (378 | ) | |||||||||||||||
Mortgage-backed securities in govt sponsored entities |
20,541 | (151 | ) | 14,396 | (203 | ) | 34,937 | (354 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total temporarily impaired |
$ | 32,548 | $ | (172 | ) | $ | 42,238 | $ | (782 | ) | $ | 74,786 | $ | (954 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
December 31, 2013 |
12 Months or less | More than 12 months | Total | |||||||||||||||||||||
Description of Securities |
Fair Value |
Unrealized Loss |
Fair Value |
Unrealized Loss |
Fair Value |
Unrealized Loss |
||||||||||||||||||
U.S. Treasury securities and obligations of U.S. government agencies |
$ | 30,800 | $ | (764 | ) | $ | | $ | | $ | 30,800 | $ | (764 | ) | ||||||||||
Obligations of states and political subdivisions |
28,428 | (1,556 | ) | 968 | (121 | ) | 29,396 | (1,677 | ) | |||||||||||||||
Mortgage-backed securities in govt sponsored entities |
32,557 | (553 | ) | 279 | (4 | ) | 32,836 | (557 | ) | |||||||||||||||
Equity securities in financial institutions |
449 | (32 | ) | | | 449 | (32 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total temporarily impaired |
$ | 92,234 | $ | (2,905 | ) | $ | 1,247 | $ | (125 | ) | $ | 93,481 | $ | (3,030 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, 2014 there were fifty-six securities in the portfolio with unrealized losses mainly due to higher market rates when compared to the time of purchase. Unrealized losses on securities have not been recognized into income because the issuers securities are of high credit quality, management has the intent and ability to hold these securities for the foreseeable future, and the decline in fair value is largely due to market yields increasing across the municipal sector. The fair value is expected to recover as the securities approach their maturity date or reset date. The Company does not intend to sell until recovery and does not believe selling will be required before recovery.
Page 14
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
(4) Loans
Loan balances were as follows:
September 30, 2014 |
December 31, 2013 |
|||||||
Commercial and agriculture |
$ | 106,613 | $ | 115,875 | ||||
Commercial real estate |
445,168 | 443,846 | ||||||
Residential real estate |
265,866 | 250,691 | ||||||
Real estate construction |
55,244 | 39,964 | ||||||
Consumer and other |
14,127 | 10,865 | ||||||
|
|
|
|
|||||
Total loans |
887,018 | 861,241 | ||||||
Allowance for loan losses |
(15,445 | ) | (16,528 | ) | ||||
|
|
|
|
|||||
Net loans |
$ | 871,573 | $ | 844,713 | ||||
|
|
|
|
Included in total loans above are deferred loan fees of $261 at September 30, 2014 and $365 at December 31, 2013.
(5) Allowance for Loan Losses
Management has an established methodology to determine the adequacy of the allowance for loan losses that assesses the risks and losses inherent in the loan portfolio. For purposes of determining the allowance for loan losses, the Company has segmented certain loans in the portfolio by product type. Historical loss percentages for each risk category are calculated and used as the basis for calculating loan loss allowance allocations. These historical loss percentages are calculated over a two-year period for all portfolio segments. Certain economic factors are also considered for trends which management uses to establish the directionality of changes to the unallocated portion of the reserve. The following economic factors are analyzed:
| Changes in lending policies and procedures |
| Changes in experience and depth of lending and management staff |
| Changes in quality of Citizens credit review system |
| Changes in nature and volume of the loan portfolio |
| Changes in past due, classified and nonaccrual loans and TDRs |
| Changes in economic and business conditions |
| Changes in competition or legal and regulatory requirements |
| Changes in concentrations within the loan portfolio |
| Changes in the underlying collateral for collateral dependent loans |
Page 15
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
The total allowance reflects managements estimate of loan losses inherent in the loan portfolio at the balance sheet date. The Company considers the allowance for loan losses of $15,445 adequate to cover loan losses inherent in the loan portfolio, at September 30, 2014. The following tables present, by portfolio segment, the changes in the allowance for loan losses and the loan balances outstanding for the nine months ended September 30, 2014 and 2013.
Commercial & Agriculture |
Commercial Real Estate |
Residential Real Estate |
Real Estate Construction |
Consumer and Other |
Unallocated | Total | ||||||||||||||||||||||
For the nine months ended September 30, 2014 |
||||||||||||||||||||||||||||
Allowance for loan losses: |
||||||||||||||||||||||||||||
Beginning balance |
$ | 2,841 | $ | 7,559 | $ | 5,224 | $ | 184 | $ | 214 | $ | 506 | $ | 16,528 | ||||||||||||||
Charge-offs |
(326 | ) | (1,720 | ) | (1,329 | ) | | (65 | ) | | (3,440 | ) | ||||||||||||||||
Recoveries |
238 | 350 | 216 | 5 | 48 | | 857 | |||||||||||||||||||||
Provision |
(1,148 | ) | 1,655 | 201 | 176 | 18 | 598 | 1,500 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Ending Balance |
$ | 1,605 | $ | 7,844 | $ | 4,312 | $ | 365 | $ | 215 | $ | 1,104 | $ | 15,445 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2014, the allowance for Commercial & Agriculture loans was reduced not only by charge-offs, but also due to a decrease in both the loan balances outstanding and the specific reserve required for this type, which was driven by a decrease in the volume of impaired loans. The net result of these changes was represented as a decrease in the provision. The increase in the allowance for Commercial Real Estate loans was the result of large charge offs, which led to increased general reserves due to an increase in loss rate. The net result of these changes was represented as an increase in the provision. The allowance for Residential Real Estate loans decreased during the period due to charge-offs of loans that had a specific reserve previously applied and a significant decline in past-dues and nonaccrual loans. The net result of these changes was represented as a decrease in the allowance. The allowance for Consumer and Other loans increased slightly from the beginning of the year. While loan balances and past-dues are up, loss rates continue to decrease resulting in the allowance being relatively unchanged. Overall, we have seen continued improvement in asset quality and loss rates. However, since the process of estimating probable credit losses requires considerable judgment, management decided to increase unallocated reserves. Unallocated reserves remain within policy guidelines as a percent of total reserves at 7.1 percent.
Page 16
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
Commercial & Agriculture |
Commercial Real Estate |
Residential Real Estate |
Real Estate Construction |
Consumer and Other |
Unallocated | Total | ||||||||||||||||||||||
For the nine months ended September 30, 2013 |
||||||||||||||||||||||||||||
Allowance for loan losses: |
||||||||||||||||||||||||||||
Beginning balance |
$ | 2,811 | $ | 10,139 | $ | 5,780 | $ | 349 | $ | 246 | $ | 417 | $ | 19,742 | ||||||||||||||
Charge-offs |
(301 | ) | (1,266 | ) | (2,579 | ) | (136 | ) | (183 | ) | | (4,465 | ) | |||||||||||||||
Recoveries |
123 | 257 | 364 | 107 | 69 | | 920 | |||||||||||||||||||||
Provision |
418 | (1,221 | ) | 1,312 | (160 | ) | 27 | 724 | 1,100 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Ending Balance |
$ | 3,051 | $ | 7,909 | $ | 4,877 | $ | 160 | $ | 159 | $ | 1,141 | $ | 17,297 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2013, the allowance for Commercial Real Estate loans was reduced not only by charge-offs, but also due to a decrease in both the loan balances outstanding and the specific reserve required for this type. The net result of these changes was represented as a decrease in the provision. The allowance for Real Estate Construction loans was reduced as a result of changes to specific reserves required and the historical charge-offs for this type. The result of these changes was represented as a decrease in the provision. The ending reserve balance for Residential Real Estate loans declined from the end of the previous year due to charge-offs during the period. Since these charged-off loans already had specific reserves assigned to them, we no longer need to carry as large a reserve for this segment. While we have seen improvement in asset quality, given the uncertainty in the economy, management determined that it was appropriate to maintain unallocated reserves at a higher level at this time.
Commercial & Agriculture |
Commercial Real Estate |
Residential Real Estate |
Real Estate Construction |
Consumer and Other |
Unallocated | Total | ||||||||||||||||||||||
For the three months ended September 30, 2014 |
||||||||||||||||||||||||||||
Allowance for loan losses: |
||||||||||||||||||||||||||||
Beginning balance |
$ | 2,067 | $ | 7,988 | $ | 4,439 | $ | 287 | $ | 196 | $ | 418 | $ | 15,395 | ||||||||||||||
Charge-offs |
(13 | ) | (146 | ) | (275 | ) | | (22 | ) | | (456 | ) | ||||||||||||||||
Recoveries |
143 | 251 | 95 | 2 | 15 | | 506 | |||||||||||||||||||||
Provision |
(592 | ) | (249 | ) | 53 | 76 | 26 | 686 | | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Ending Balance |
$ | 1,605 | $ | 7,844 | $ | 4,312 | $ | 365 | $ | 215 | $ | 1,104 | $ | 15,445 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended September 30, 2014, the allowance for Commercial and Agriculture loans was reduced not only by charge-offs, but also due to a decrease in the loan balances outstanding, the balance of impaired loans in this segment and decreases in both the specific and general reserves required for this type. The allowance for Commercial Real Estate loans was reduced not only by charge-offs, but also due to a decrease in both the specific and general reserves required for this type. The
Page 17
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
result of these changes for each loan type was represented as a decrease in the provision. The allowance for Residential Real Estate loans was reduced as a result of charge offs, a reduction in total loans past due and a reduction in nonaccrual loans, partially offset by changes related to increased volume. The net result of these changes was represented as a decrease in the allowance. We have seen continued improvement in asset quality and loss rates. However, since the process of estimating probable credit losses requires considerable judgment, management decided to increase unallocated reserves. Unallocated reserves remain within policy guidelines as a percent of total reserves at 7.1 percent.
Commercial & Agriculture |
Commercial Real Estate |
Residential Real Estate |
Real Estate Construction |
Consumer and Other |
Unallocated | Total | ||||||||||||||||||||||
For the three months ended September 30, 2013 |
||||||||||||||||||||||||||||
Allowance for loan losses: |
||||||||||||||||||||||||||||
Beginning balance |
$ | 3,775 | $ | 9,156 | $ | 5,169 | $ | 184 | $ | 149 | $ | 972 | $ | 19,405 | ||||||||||||||
Charge-offs |
(210 | ) | (635 | ) | (1,558 | ) | (136 | ) | (61 | ) | | (2,600 | ) | |||||||||||||||
Recoveries |
62 | 34 | 63 | 1 | 32 | | 192 | |||||||||||||||||||||
Provision |
(576 | ) | (646 | ) | 1,203 | 111 | 39 | 169 | 300 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Ending Balance |
$ | 3,051 | $ | 7,909 | $ | 4,877 | $ | 160 | $ | 159 | $ | 1,141 | $ | 17,297 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended September 30, 2013, the allowance for Commercial and Agriculture loans was reduced not only by charge-offs, but also due to a decrease in the loan balances outstanding and decreases in both the specific and general reserves required for this type. The allowance for Commercial Real Estate loans was reduced not only by charge-offs, but also due to a decrease in both the specific and general reserves required for this type. The result of these changes for each loan type was represented as a decrease in the provision. The ending reserve balance for Residential Real Estate loans declined due to charge-offs during the period. Since these charged-off loans already had specific reserves assigned to them, we no longer need to carry as large a reserve for this segment. While we have seen improvement in asset quality, given the uncertainty in the economy, management determined that it was appropriate to maintain unallocated reserves at a higher level at this time.
Page 18
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
Commercial & Agriculture |
Commercial Real Estate |
Residential Real Estate |
Real Estate Construction |
Consumer and Other |
Unallocated | Total | ||||||||||||||||||||||
September 30, 2014 |
||||||||||||||||||||||||||||
Allowance for loan losses: |
||||||||||||||||||||||||||||
Ending balance: |
||||||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 655 | $ | 67 | $ | 896 | $ | | $ | | $ | | $ | 1,618 | ||||||||||||||
Ending balance: |
||||||||||||||||||||||||||||
Collectively evaluated for impairment |
$ | 950 | $ | 7,777 | $ | 3,416 | $ | 365 | $ | 215 | $ | 1,104 | $ | 13,827 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Ending Balance |
$ | 1,605 | $ | 7,844 | $ | 4,312 | $ | 365 | $ | 215 | $ | 1,104 | $ | 15,445 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loan balances outstanding: |
||||||||||||||||||||||||||||
Ending balance: |
||||||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 2,319 | $ | 6,638 | $ | 3,518 | $ | | $ | 6 | $ | 12,481 | ||||||||||||||||
Ending balance: |
||||||||||||||||||||||||||||
Collectively evaluated for impairment |
$ | 104,294 | $ | 438,530 | $ | 262,348 | $ | 55,244 | $ | 14,121 | $ | 874,537 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Ending Balance |
$ | 106,613 | $ | 445,168 | $ | 265,866 | $ | 55,244 | $ | 14,127 | $ | 887,018 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Page 19
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
Commercial & Agriculture |
Commercial Real Estate |
Residential Real Estate |
Real Estate Construction |
Consumer and Other |
Unallocated | Total | ||||||||||||||||||||||
December 31, 2013 |
||||||||||||||||||||||||||||
Allowance for loan losses: |
||||||||||||||||||||||||||||
Ending balance: |
||||||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 1,262 | $ | 445 | $ | 802 | $ | | $ | | $ | | $ | 2,509 | ||||||||||||||
Ending balance: |
||||||||||||||||||||||||||||
Collectively evaluated for impairment |
$ | 1,579 | $ | 7,114 | $ | 4,422 | $ | 184 | $ | 214 | $ | 506 | $ | 14,019 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Ending Balance |
$ | 2,841 | $ | 7,559 | $ | 5,224 | $ | 184 | $ | 214 | $ | 506 | $ | 16,528 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loan balances outstanding: |
||||||||||||||||||||||||||||
Ending balance: |
||||||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 3,869 | $ | 10,175 | $ | 4,005 | $ | | $ | 8 | $ | 18,057 | ||||||||||||||||
Ending balance: |
||||||||||||||||||||||||||||
Collectively evaluated for impairment |
$ | 112,006 | $ | 433,671 | $ | 246,686 | $ | 39,964 | $ | 10,857 | $ | 843,184 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Ending Balance |
$ | 115,875 | $ | 443,846 | $ | 250,691 | $ | 39,964 | $ | 10,865 | $ | 861,241 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Page 20
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
The following tables present credit exposures by internally assigned grades for the periods ended September 30, 2014 and December 31, 2013. The remaining loans in Residential Real Estate, Real Estate Construction and Consumer and Other loans that are not assigned a risk grade are presented in a separate table below. The risk rating analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all. The Companys internal credit risk grading system is based on experiences with similarly graded loans.
The Companys internally assigned grades are as follows:
| Pass loans which are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral. |
| Special Mention loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected. |
| Substandard loans that have a well-defined weakness based on objective evidence and are characterized by the distinct possibility that Citizens will sustain some loss if the deficiencies are not corrected. |
| Doubtful loans classified as doubtful have all the weaknesses inherent in a substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances. |
| Loss loans classified as a loss are considered uncollectible, or of such value that continuance as an asset is not warranted. |
Generally, Residential Real Estate, Real Estate Construction and Consumer and Other loans are not risk-graded, except when collateral is used for a business purpose.
Commercial & Agriculture |
Commercial Real Estate |
Residential Real Estate |
Real Estate Construction |
Consumer and Other |
Total | |||||||||||||||||||
September 30, 2014 |
||||||||||||||||||||||||
Pass |
$ | 99,513 | $ | 415,368 | $ | 101,124 | $ | 49,587 | $ | 4,706 | $ | 670,298 | ||||||||||||
Special Mention |
3,905 | 15,534 | 613 | 20 | | 20,072 | ||||||||||||||||||
Substandard |
3,195 | 14,266 | 8,897 | 43 | 73 | 26,474 | ||||||||||||||||||
Doubtful |
| | 715 | | | 715 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Ending Balance |
$ | 106,613 | $ | 445,168 | $ | 111,349 | $ | 49,650 | $ | 4,779 | $ | 717,559 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
December 31, 2013 |
||||||||||||||||||||||||
Pass |
$ | 107,923 | $ | 415,938 | $ | 98,700 | $ | 35,495 | $ | 2,252 | $ | 660,308 | ||||||||||||
Special Mention |
2,038 | 9,145 | 986 | 21 | | 12,190 | ||||||||||||||||||
Substandard |
5,914 | 18,763 | 8,175 | | 70 | 32,922 | ||||||||||||||||||
Doubtful |
| | 2,349 | | | 2,349 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Ending Balance |
$ | 115,875 | $ | 443,846 | $ | 110,210 | $ | 35,516 | $ | 2,322 | $ | 707,769 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Page 21
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
The following tables present performing and nonperforming loans based solely on payment activity for the periods ended September 30, 2014 and December 31, 2013 that have not been assigned an internal risk grade. The types of loans presented here are not assigned a risk grade unless there is evidence of a problem. Payment activity is reviewed by management on a monthly basis to evaluate performance. Loans are considered to be nonperforming when they become 90 days past due or if management thinks that we may not collect all of our principal and interest. Nonperforming loans may also include certain loans that have been modified in Troubled Debt Restructurings (TDRs) where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Companys loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions due to economic status. Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrowers sustained repayment performance for a reasonable period, generally six months.
Residential Real Estate |
Real Estate Construction |
Consumer and Other |
Total | |||||||||||||
September 30, 2014 |
||||||||||||||||
Performing |
$ | 154,464 | $ | 5,594 | $ | 9,348 | $ | 169,406 | ||||||||
Nonperforming |
53 | | | 53 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 154,517 | $ | 5,594 | $ | 9,348 | $ | 169,459 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Residential Real Estate |
Real Estate Construction |
Consumer and Other |
Total | |||||||||||||
December 31, 2013 |
||||||||||||||||
Performing |
$ | 140,481 | $ | 4,448 | $ | 8,543 | $ | 153,472 | ||||||||
Nonperforming |
| | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 140,481 | $ | 4,448 | $ | 8,543 | $ | 153,472 | ||||||||
|
|
|
|
|
|
|
|
Page 22
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
The following tables include an aging analysis of the recorded investment of past due loans outstanding as of September 30, 2014 and December 31, 2013.
September 30, 2014 |
30-59 Days Past Due |
60-89 Days Past Due |
90 Days or Greater |
Total Past Due |
Current | Total Loans | Past Due 90 Days and Accruing |
|||||||||||||||||||||
Commercial & Agriculture |
$ | 4 | $ | | $ | 208 | $ | 212 | $ | 106,401 | $ | 106,613 | $ | | ||||||||||||||
Commercial Real Estate |
301 | 68 | 1,258 | 1,627 | 443,541 | 445,168 | | |||||||||||||||||||||
Residential Real Estate |
810 | 768 | 4,164 | 5,742 | 260,124 | 265,866 | | |||||||||||||||||||||
Real Estate Construction |
| | 43 | 43 | 55,201 | 55,244 | | |||||||||||||||||||||
Consumer and Other |
43 | 46 | 41 | 130 | 13,997 | 14,127 | | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
$ | 1,158 | $ | 882 | $ | 5,714 | $ | 7,754 | $ | 879,264 | $ | 887,018 | $ | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
December 31, 2013 |
30-59 Days Past Due |
60-89 Days Past Due |
90 Days or Greater |
Total Past Due |
Current | Total Loans | Past Due 90 Days and Accruing |
|||||||||||||||||||||
Commercial & Agriculture |
$ | 105 | $ | | $ | 443 | $ | 548 | $ | 115,327 | $ | 115,875 | $ | | ||||||||||||||
Commercial Real Estate |
655 | 201 | 2,098 | 2,954 | 440,892 | 443,846 | | |||||||||||||||||||||
Residential Real Estate |
3,140 | 1,084 | 5,531 | 9,755 | 240,936 | 250,691 | | |||||||||||||||||||||
Real Estate Construction |
| | | | 39,964 | 39,964 | | |||||||||||||||||||||
Consumer and Other |
170 | 20 | | 190 | 10,675 | 10,865 | | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
$ | 4,070 | $ | 1,305 | $ | 8,072 | $ | 13,447 | $ | 847,794 | $ | 861,241 | $ | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonaccrual Loans: Loans are considered for nonaccrual status upon reaching 90 days delinquency, unless the loan is well secured and in the process of collection, although the Company may be receiving partial payments of interest and partial repayments of principal on such loans. Loans that are not delinquent 90 days or more may still be considered for nonaccrual status if management has recognized one or more weaknesses in a loan that indicate the Company may not be assured of collecting all principal and interest contractually due under terms of the loan. When a loan is placed on nonaccrual status, previously accrued but unpaid interest is deducted from interest income.
Page 23
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
The following table presents loans on nonaccrual status as of September 30, 2014 and December 31, 2013.
September 30, 2014 | December 31, 2013 | |||||||
Commercial & Agriculture |
$ | 1,148 | $ | 1,590 | ||||
Commercial Real Estate |
5,993 | 9,609 | ||||||
Residential Real Estate |
8,571 | 9,210 | ||||||
Real Estate Construction |
43 | | ||||||
Consumer and Other |
75 | 50 | ||||||
|
|
|
|
|||||
Total |
$ | 15,830 | $ | 20,459 | ||||
|
|
|
|
Page 24
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
Modifications: A modification of a loan constitutes a troubled debt restructuring (TDR) when the Company for economic or legal reasons related to a borrowers financial difficulties grants a concession to the borrower that it would not otherwise consider. The Company offers various types of concessions when modifying a loan, however, forgiveness of principal is rarely granted. Commercial Real Estate loans modified in a TDR often involve reducing the interest rate lower than the current market rate for new debt with similar risk. Real Estate loans modified in a TDR were primarily comprised of interest rate reductions where monthly payments were lowered to accommodate the borrowers financial needs.
Loans modified in a TDR are typically already on non-accrual status and partial charge-offs have in some cases already been taken against the outstanding loan balance. As a result, loans modified in a TDR may have the financial effect of increasing the specific allowance associated with the loan. An allowance for impaired loans that have been modified in a TDR are measured based on the present value of expected future cash flows discounted at the loans effective interest rate or the estimated fair value of the collateral, less any selling costs, if the loan is collateral dependent. Management exercises significant judgment in developing these estimates.
Loan modifications that are considered TDRs completed during the nine-month periods ended September 30, 2014 and September 30, 2013 were as follows:
For the Nine-Month Period Ended September 30, 2014 |
For the Nine-Month Period Ended September 30, 2013 |
|||||||||||||||||||||||
Number of Contracts |
Pre- Modification Outstanding Recorded Investment |
Post- Modification Outstanding Recorded Investment |
Number of Contracts |
Pre- Modification Outstanding Recorded Investment |
Post- Modification Outstanding Recorded Investment |
|||||||||||||||||||
Commercial & Agriculture |
| $ | | $ | | | $ | | $ | | ||||||||||||||
Commercial Real Estate |
| | | 2 | 547 | 547 | ||||||||||||||||||
Residential Real Estate |
5 | 245 | 245 | | | | ||||||||||||||||||
Real Estate Construction |
| | | | | | ||||||||||||||||||
Consumer and Other |
| | | | | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Loan Modifications |
5 | $ | 245 | $ | 245 | 2 | $ | 547 | $ | 547 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Page 25
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
Loan modifications that are considered TDRs completed during the quarter ended September 30, 2014 and September 30, 2013 were as follows:
For the Three-Month Period Ended September 30, 2014 |
For the Three-Month Period Ended September 30, 2013 |
|||||||||||||||||||||||
Number of Contracts |
Pre- Modification Outstanding Recorded Investment |
Post- Modification Outstanding Recorded Investment |
Number of Contracts |
Pre- Modification Outstanding Recorded Investment |
Post- Modification Outstanding Recorded Investment |
|||||||||||||||||||
Commercial & Agriculture |
| $ | | $ | | | $ | | $ | | ||||||||||||||
Commercial Real Estate |
| | | 1 | 422 | 422 | ||||||||||||||||||
Residential Real Estate |
3 | 97 | 97 | | | | ||||||||||||||||||
Real Estate Construction |
| | | | | | ||||||||||||||||||
Consumer and Other |
| | | | | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Loan Modifications |
3 | $ | 97 | $ | 97 | 1 | $ | 422 | $ | 422 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Recidivism, or the borrower defaulting on its obligation pursuant to a modified loan, results in the loan once again becoming a non-accrual loan. Recidivism occurs at a notably higher rate than defaults on new origination loans, so modified loans present a higher risk of loss than do new origination loans. At September 30, 2014, TDRs accounted for $1,618 of the allowance for loan losses.
During the nine-month period ended September 30, 2014, there were no defaults on loans which were modified and considered TDRs during the twelve months previous to the nine-month period ended September 30, 2014.
During the nine-month period ended September 30, 2013, there were two defaults, totaling $66, on loans which were modified and considered TDRs during the twelve months previous to the nine-month period ended September 30, 2013.
During the three-month period ended September 30, 2014, there were no defaults on loans which were modified and considered TDRs during the twelve months previous to the three-month period ended September 30, 2014.
During the three-month period ended September 30, 2013, there were no defaults on loans which were modified and considered TDRs during the twelve months previous to the three-month period ended September 30, 2013.
Impaired Loans: Larger Commercial loans and Commercial Real Estate loans or lending relationships at or above $350,000, many of which are 60 days or more past due, are tested for impairment. These loans are analyzed to determine if it is probable that all amounts will not be collected according to the
Page 26
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
contractual terms of the loan agreement. If management determines that the value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance. Additionally, if a Residential Real Estate loan or Consumer loan is part of a relationship with a Commercial loan or Commercial Real Estate loan that is impaired, then the Residential Real Estate loan or Consumer loan is considered impaired as well.
The following table includes the recorded investment and unpaid principal balances for impaired financing receivables with the associated allowance amount, if applicable, as of September 30, 2014 and December 31, 2013.
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Recorded Investment |
Unpaid Principal Balance |
Related Allowance |
Recorded Investment |
Unpaid Principal Balance |
Related Allowance |
|||||||||||||||||||
With no related allowance recorded: |
||||||||||||||||||||||||
Commercial & Agriculture |
$ | 1,379 | $ | 1,504 | $ | | $ | 1,525 | $ | 1,657 | $ | | ||||||||||||
Commercial Real Estate |
5,632 | 6,191 | | 5,983 | 6,214 | | ||||||||||||||||||
Residential Real Estate |
2,115 | 3,675 | | 1,202 | 2,263 | | ||||||||||||||||||
Real Estate Construction |
| | | | | | ||||||||||||||||||
Consumer and Other |
6 | 6 | | 8 | 8 | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
9,132 | 11,376 | | 8,718 | 10,142 | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
With an allowance recorded: |
||||||||||||||||||||||||
Commercial & Agriculture |
940 | 1,056 | 655 | 2,344 | 2,437 | 1,262 | ||||||||||||||||||
Commercial Real Estate |
1,006 | 1,123 | 67 | 4,192 | 4,496 | 445 | ||||||||||||||||||
Residential Real Estate |
1,403 | 3,017 | 896 | 2,803 | 4,021 | 802 | ||||||||||||||||||
Real Estate Construction |
| | | | | | ||||||||||||||||||
Consumer and Other |
| | | | | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
3,349 | 5,196 | 1,618 | 9,339 | 10,954 | 2,509 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total: |
||||||||||||||||||||||||
Commercial & Agriculture |
2,319 | 2,560 | 655 | 3,869 | 4,094 | 1,262 | ||||||||||||||||||
Commercial Real Estate |
6,638 | 7,314 | 67 | 10,175 | 10,710 | 445 | ||||||||||||||||||
Residential Real Estate |
3,518 | 6,692 | 896 | 4,005 | 6,284 | 802 | ||||||||||||||||||
Real Estate Construction |
| | | | | | ||||||||||||||||||
Consumer and Other |
6 | 6 | | 8 | 8 | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 12,481 | $ | 16,572 | $ | 1,618 | $ | 18,057 | $ | 21,096 | $ | 2,509 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2014, the Company has seen a significant decline in the unpaid principal balances for impaired financing receivables with a specific allowance as compared to December 31, 2013. The decline is the result of resolution of long term problem credits.
Page 27
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
The following tables include the average recorded investment and interest income recognized for impaired financing receivables for the three and nine-month periods ended September 30, 2014 and 2013.
For the nine months ended: | September 30, 2014 | September 30, 2013 | ||||||||||||||
Average Recorded Investment |
Interest Income Recognized |
Average Recorded Investment |
Interest Income Recognized |
|||||||||||||
Commercial & Agriculture |
$ | 3,570 | $ | 104 | $ | 4,984 | $ | 156 | ||||||||
Commercial Real Estate |
9,227 | 239 | 12,328 | 438 | ||||||||||||
Residential Real Estate |
3,559 | 220 | 5,324 | 287 | ||||||||||||
Real Estate Construction |
| | 377 | | ||||||||||||
Consumer and Other |
7 | | 35 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 16,363 | $ | 563 | $ | 23,048 | $ | 881 | ||||||||
|
|
|
|
|
|
|
|
For the three months ended: | September 30, 2014 | September 30, 2013 | ||||||||||||||
Average Recorded Investment |
Interest Income Recognized |
Average Recorded Investment |
Interest Income Recognized |
|||||||||||||
Commercial & Agriculture |
$ | 2,829 | $ | 25 | $ | 4,504 | $ | 25 | ||||||||
Commercial Real Estate |
7,884 | 17 | 11,237 | 29 | ||||||||||||
Residential Real Estate |
3,336 | 74 | 4,773 | 18 | ||||||||||||
Real Estate Construction |
| | 240 | (11 | ) | |||||||||||
Consumer and Other |
6 | | 21 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 14,055 | $ | 116 | $ | 20,775 | $ | 61 | ||||||||
|
|
|
|
|
|
|
|
Page 28
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
(6) Other Comprehensive Income
The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax, for the nine-month periods ended September 30, 2014 and 2013:
For the Nine-Month Period Ended September 30, 2014 |
For the Nine-Month Period Ended September 30, 2013 |
|||||||||||||||||||||||
Unrealized Gains and Losses on Available-for- Sale Securities |
Defined Benefit Pension Items |
Total | Unrealized Gains and Losses on Available-for- Sale Securities |
Defined Benefit Pension Items |
Total | |||||||||||||||||||
Beginning balance |
$ | 341 | $ | (4,588 | ) | $ | (4,247 | ) | $ | 5,849 | $ | (7,496 | ) | $ | (1,647 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other comprehensive income (loss) before reclassifications |
2,916 | 2,666 | 5,582 | (4,734 | ) | | (4,734 | ) | ||||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) |
(75 | ) | 146 | 71 | (91 | ) | 342 | 251 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net current-period other comprehensive income (loss) |
2,841 | 2,812 | 5,653 | (4,825 | ) | 342 | (4,483 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Ending balance |
$ | 3,182 | $ | (1,776 | ) | $ | 1,406 | $ | 1,024 | $ | (7,154 | ) | $ | (6,130 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in parentheses indicate debits on the consolidated balance sheets.
Page 29
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss) for the nine-month periods ended September 30, 2014 and 2013:
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) (a) |
||||||||||
Details about Accumulated Other Comprehensive |
For the nine months ended September 30, 2014 |
For the nine months ended September 30, 2013 |
Affected Line Item in the Statement Where Net Income is Presented | |||||||
Unrealized gains and losses on available-for-sale securities |
$ | 114 | $ | 138 | Net gain on sale of securities | |||||
Tax effect |
(39 | ) | (47 | ) | Income tax expense | |||||
|
|
|
|
|||||||
75 | 91 | Net of tax | ||||||||
Amortization of defined benefit pension items |
||||||||||
Actuarial losses |
(222 | ) (b) | (518 | ) (b) | Salaries, wages and benefits | |||||
Tax effect |
76 | 176 | Income tax expense | |||||||
|
|
|
|
|||||||
(146 | ) | (342 | ) | Net of tax | ||||||
|
|
|
|
|||||||
Total reclassifications for the period |
$ | (71 | ) | $ | (251 | ) | Net of tax | |||
|
|
|
|
(a) | Amounts in parentheses indicate expenses and other amounts indicate income. |
(b) | These accumulated other comprehensive income components are included in the computation of net periodic pension cost. |
Page 30
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax, for the three-month periods ended September 30, 2014 and 2013:
For the Three-Month Period Ended September 30, 2014 |
For the Three-Month Period Ended September 30, 2013 |
|||||||||||||||||||||||
Unrealized Gains and Losses on Available-for- Sale Securities |
Defined Benefit Pension Items |
Total | Unrealized Gains and Losses on Available-for- Sale Securities |
Defined Benefit Pension Items |
Total | |||||||||||||||||||
Beginning balance |
$ | 2,777 | $ | (1,834 | ) | $ | 943 | $ | 1,662 | $ | (7,273 | ) | $ | (5,611 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other comprehensive income (loss) before reclassifications |
406 | | 406 | (585 | ) | | (585 | ) | ||||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) |
(1 | ) | 58 | 57 | (53 | ) | 119 | 66 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net current-period other comprehensive income (loss) |
405 | 58 | 463 | (638 | ) | 119 | (519 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Ending balance |
$ | 3,182 | $ | (1,776 | ) | $ | 1,406 | $ | 1,024 | $ | (7,154 | ) | $ | (6,130 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in parentheses indicate debits on the consolidated balance sheets.
Page 31
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three-month periods ended September 30, 2014 and 2013:
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) (a) |
||||||||||
Details about Accumulated Other Comprehensive |
For the three months ended September 30, 2014 |
For the three months ended September 30, 2013 |
Affected Line Item in the Statement Where Net Income is Presented | |||||||
Unrealized gains and losses on available-for-sale securities |
$ | 1 | $ | 80 | Net gain on sale of securities | |||||
Tax effect |
| (27 | ) | Income tax expense | ||||||
|
|
|
|
|||||||
1 | 53 | Net of tax | ||||||||
Amortization of defined benefit pension items |
||||||||||
Actuarial losses |
(89 | ) (b) | (180 | ) (b) | Salaries, wages and benefits | |||||
Tax effect |
31 | 61 | Income tax expense | |||||||
|
|
|
|
|||||||
(58 | ) | (119 | ) | Net of tax | ||||||
|
|
|
|
|||||||
Total reclassifications for the period |
$ | (57 | ) | $ | (66 | ) | Net of tax | |||
|
|
|
|
(a) | Amounts in parentheses indicate expenses and other amounts indicate income. |
(b) | These accumulated other comprehensive (income) loss components are included in the computation of net periodic pension cost. |
Page 32
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
(7) Earnings per Common Share
Basic earnings per share are net income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share include the dilutive effect, if any, of additional potential common shares issuable under stock options, computed using the treasury stock method and the impact of the Companys convertible preferred shares using the if converted method.
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Basic |
||||||||||||||||
Net income |
$ | 2,306 | $ | 1,566 | $ | 7,257 | $ | 5,136 | ||||||||
Preferred stock dividends |
406 | 289 | 1,467 | 869 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income available to common shareholders - basic |
$ | 1,900 | $ | 1,277 | $ | 5,790 | $ | 4,267 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average common shares outstanding - basic |
7,707,917 | 7,707,917 | 7,707,917 | 7,707,917 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic earnings per common share |
$ | 0.25 | $ | 0.17 | $ | 0.75 | $ | 0.55 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Diluted |
||||||||||||||||
Net income available to common shareholders - basic |
$ | 1,900 | $ | 1,277 | $ | 5,790 | $ | 4,267 | ||||||||
Preferred stock dividends on convertible preferred stock |
406 | | 1,201 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income available to common shareholders - diluted |
$ | 2,306 | $ | 1,277 | $ | 6,991 | $ | 4,267 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average common shares outstanding for earnings per common share basic |
7,707,917 | 7,707,917 | 7,707,917 | 7,707,917 | ||||||||||||
Add: Dilutive effects of convertible preferred shares |
3,196,931 | | 3,196,931 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Average shares and dilutive potential common shares outstanding - diluted |
10,904,848 | 7,707,917 | 10,904,848 | 7,707,917 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Diluted earnings per common share |
$ | 0.21 | $ | 0.17 | $ | 0.64 | $ | 0.55 | ||||||||
|
|
|
|
|
|
|
|
Stock options for 10,000 common shares that have an exercise price of $35.00 were not considered in computing diluted earnings per common share for the three- and nine-month periods ended September 30, 2013 because they were anti-dilutive. There were no stock options outstanding during the three- and nine-month periods ended September 30, 2014.
Page 33
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
For the three- and nine-month periods ended September 30, 2014 there were 3,196,931 dilutive shares related to the Companys convertible preferred shares. Under the if converted method, all convertible preferred shares are assumed to be converted into common shares at the corresponding conversion rate. These additional shares are then added to the common shares outstanding to calculate diluted earnings per share. Additionally, the dividends paid on the convertible preferred shares are added back to net income under this method.
(8) Commitments, Contingencies and Off-Balance Sheet Risk
Some financial instruments, such as loan commitments, credit lines, letters of credit and overdraft protection, are issued to meet customers financing needs. These are agreements to provide credit or to support the credit of others, as long as the conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk of credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of commitment. The contractual amounts of financial instruments with off-balance-sheet risk were as follows for September 30, 2014 and December 31, 2013:
Contract Amount | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Fixed Rate |
Variable Rate |
Fixed Rate |
Variable Rate |
|||||||||||||
Commitment to extend credit: |
||||||||||||||||
Lines of credit and construction loans |
$ | 9,408 | $ | 169,918 | $ | 11,866 | $ | 151,332 | ||||||||
Overdraft protection |
4 | 19,490 | 18 | 21,084 | ||||||||||||
Letters of credit |
200 | 1,022 | 200 | 2,411 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 9,612 | $ | 190,430 | $ | 12,084 | $ | 174,827 | |||||||||
|
|
|
|
|
|
|
|
Commitments to make loans are generally made for a period of one year or less. Fixed rate loan commitments included in the table above had interest rates ranging from 3.05% to 8.75% at September 30, 2014 and 3.05% to 13.75% at December 31, 2013, respectively. Maturities extend up to 30 years.
Citizens is required to maintain certain reserve balances on hand in accordance with the Federal Reserve Board requirements. The average reserve balance maintained in accordance with such requirements was $4,922 on September 30, 2014 and $2,959 on December 31, 2013.
Page 34
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
(9) Pension Information
The Company sponsors a pension plan which is a noncontributory defined benefit retirement plan for all employees who have attained the age of 20 1⁄2, completed six months of service and work 1,000 or more hours per year. Annual payments, subject to the maximum amount deductible for federal income tax purposes, are made to a pension trust fund. In 2006, the Company amended the pension plan to provide that no employee could be added as a participant to the pension plan after December 31, 2006. In 2014 the Company amended the pension plan again to provide that no additional benefits would accrue beyond April 30, 2014. This curtailment resulted in a reduction to the projected benefit obligation of $4,039. Also, the curtailment resulted in an increase in accumulated other comprehensive income (loss) of $2,666.
Net periodic pension expense was as follows:
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Service cost |
$ | 94 | $ | 310 | $ | 264 | $ | 893 | ||||||||
Interest cost |
201 | 228 | 581 | 656 | ||||||||||||
Expected return on plan assets |
(312 | ) | (249 | ) | (903 | ) | (716 | ) | ||||||||
Other components |
89 | 180 | 222 | 518 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net periodic pension cost |
$ | 72 | $ | 469 | $ | 164 | $ | 1,351 | ||||||||
|
|
|
|
|
|
|
|
The total amount of contributions expected to be paid by the Company in 2014 is $1,515, compared to $4,900 in 2013. The 2013 contribution included $3,000 related to settlements of several retirements.
(10) Stock Options
The Companys 2000 Stock Option and Stock Appreciation Rights Plan (2000 Stock Option Plan) authorized the Company to grant options to buy up to an aggregate of 225,000 common shares of the Company to directors, officers and employees of the Company. The exercise price of stock options granted under the 2000 Stock Option Plan was based on the market price of the Companys common shares at the date of grant, the maximum option term was ten years, and options normally vested after three years. The Stock Option Plan expired in 2010, and no further stock options or other awards may be granted by the Company under the 2000 Stock Option Plan. Additionally, all options outstanding under the plan expired on April 12, 2013.
At the Companys annual meeting of shareholders held on April 15, 2014, the shareholders of the Company approved the First Citizens Banc Corp 2014 Incentive Plan (2014 Incentive Plan and together with the 2000 Stock Option Plan, the Plans). The 2014 Incentive Plan authorizes the Company to grant options, stock awards, stock units and other awards for up to 375,000 common shares of the Company. No options or awards have been granted under the 2014 Incentive Plan.
Page 35
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
A summary of the activity in the Plans is as follows:
Nine months ended September 30, 2013 Total options outstanding |
||||||||
Shares | Weighted Average Price Per Share |
|||||||
Outstanding at beginning of year |
10,000 | $ | 35.00 | |||||
Granted |
| | ||||||
Exercised |
| | ||||||
Forfeited |
| | ||||||
Expired |
(10,000 | ) | (35.00 | ) | ||||
|
|
|||||||
Options outstanding, end of period |
| $ | | |||||
|
|
|
|
|||||
Options exercisable, end of period |
| $ | | |||||
|
|
|
|
The intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the market price of our common shares as of the reporting date. As of September 30, 2013, there were no options that had intrinsic value.
(11) Fair Value Measurement
The Company uses a fair value hierarchy to measure fair value. This hierarchy describes three levels of inputs that may be used to measure fair value. Level 1: Quoted prices for identical assets in active markets that are identifiable on the measurement date; Level 2: Significant other observable inputs, such as quoted prices for similar assets, quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data; Level 3: Significant unobservable inputs that reflect the Companys own view about the assumptions that market participants would use in pricing an asset.
Debt securities: The fair values of securities available for sale are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities relationship to other benchmark quoted securities (Level 2 inputs).
Equity securities: The Companys equity securities are not actively traded in an open market. The fair values of these equity securities available for sale is determined by using market data inputs for similar securities that are observable (Level 2 inputs).
Page 36
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
The fair value of the swap asset is based on an external derivative valuation model using data inputs as of the valuation date and classified Level 2.
Impaired loans: The fair values of impaired loans are determined using the fair values of collateral for collateral dependent loans, or discounted cash flows. The Company uses independent appraisals, discounted cash flow models and other available data to estimate the fair value of collateral (Level 3 inputs).
Other real estate owned: The fair value of other real estate owned is determined using the fair value of collateral. The Company uses appraisals and other available data to estimate the fair value of collateral (Level 3 inputs). The appraised values are discounted to represent an estimated value in a distressed sale. Additionally, estimated costs to sell the property are used to further adjust the value.
Assets measured at fair value are summarized below.
Fair Value Measurements at September 30, 2014 Using: | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||
Assets: |
||||||||||||
Assets measured at fair value on a recurring basis: |
||||||||||||
U.S. Treasury securities and obligations of U.S. Government agencies |
$ | | $ | 44,739 | $ | | ||||||
Obligations of states and political subdivisions |
| 87,253 | | |||||||||
Mortgage-backed securities in government sponsored entities |
| 68,366 | | |||||||||
Equity securities in financial institutions |
| 533 | | |||||||||
Fair value of swap asset |
| 1,078 | | |||||||||
Fair value of swap liability |
| 1,078 | | |||||||||
Assets measured at fair value on a nonrecurring basis: |
||||||||||||
Impaired loans |
$ | | $ | | $ | 10,863 | ||||||
Other real estate owned |
| | 266 |
Page 37
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
Fair Value Measurements at December 31, 2013 Using: | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||
Assets: |
||||||||||||
Assets measured at fair value on a recurring basis: |
||||||||||||
U.S. Treasury securities and obligations of U.S. Government agencies |
$ | | $ | 51,560 | $ | | ||||||
Obligations of states and political subdivisions |
| 80,625 | | |||||||||
Mortgage-backed securities in government sponsored entities |
| 66,979 | | |||||||||
Equity securities in financial institutions |
| 449 | | |||||||||
Fair value of swap asset |
| 286 | | |||||||||
Fair value of swap liability |
| 286 | | |||||||||
Assets measured at fair value on a nonrecurring basis: |
||||||||||||
Impaired loans |
$ | | $ | | $ | 15,548 | ||||||
Other real estate owned |
| | 173 |
The following table presents quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at September 30, 2014.
Quantitative Information about Level 3 Fair Value Measurements | ||||||||||
September 30, 2014 | Fair Value Estimate |
Valuation Technique | Unobservable Input | Range | ||||||
Impaired loans |
$ | 10,863 | Appraisal of collateral | Appraisal adjustments | 10% - 30% | |||||
Liquidation expense | 5% - 10% | |||||||||
Holding period | 0 - 30 months | |||||||||
Discounted cash flows | Discount rates | 3.8% - 8.0% | ||||||||
Other real estate owned |
$ | 266 | Appraisal of collateral | Appraisal adjustments | 10% - 30% | |||||
Liquidation expense | 5% - 10% |
Page 38
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
The following table presents quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at December 31, 2013.
Quantitative Information about Level 3 Fair Value Measurements | ||||||||||
December 31, 2013 | Fair Value Estimate |
Valuation Technique | Unobservable Input | Range | ||||||
Impaired loans |
$ | 15,548 | Appraisal of collateral | Appraisal adjustments | 10% - 30% | |||||
Liquidation expense | 0% - 10% | |||||||||
Holding period | 0 - 30 months | |||||||||
Discounted cash flows | Discount rates | 2% - 8.5% | ||||||||
Other real estate owned |
$ | 173 | Appraisal of collateral | Appraisal adjustments | 10% - 30% | |||||
Liquidation expense | 0% - 10% |
Page 39
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
The carrying amount and fair values of financial instruments are as follows.
September 30, 2014 | Carrying | Total | ||||||||||||||||||
Amount | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||
Financial Assets: |
||||||||||||||||||||
Cash and due from financial institutions |
$ | 24,128 | $ | 24,128 | $ | 24,128 | $ | | $ | | ||||||||||
Securities available for sale |
200,891 | 200,891 | | 200,891 | | |||||||||||||||
Loans, held for sale |
1,399 | 1,399 | 1,399 | | | |||||||||||||||
Loans, net of allowance for loan losses |
871,573 | 884,219 | | | 884,219 | |||||||||||||||
Other securities |
12,554 | 12,554 | 12,554 | | | |||||||||||||||
Bank owned life insurance |
19,518 | 19,518 | 19,518 | | | |||||||||||||||
Accrued interest receivable |
4,523 | 4,523 | 4,523 | | | |||||||||||||||
Fair value swap asset |
1,078 | 1,078 | | 1,078 | | |||||||||||||||
Financial Liabilities: |
||||||||||||||||||||
Nonmaturing deposits |
750,590 | 750,590 | 750,590 | | | |||||||||||||||
Time deposits |
230,044 | 231,510 | | | 231,510 | |||||||||||||||
Federal Home Loan Bank advances long term |
17,500 | 17,954 | | | 17,954 | |||||||||||||||
Federal Home Loan Bank advances short term |
8,700 | 8,669 | 8,669 | | | |||||||||||||||
Securities sold under agreement to repurchase |
20,128 | 20,128 | 20,128 | | | |||||||||||||||
Subordinated debentures |
29,427 | 23,635 | | | 23,635 | |||||||||||||||
Accrued interest payable |
134 | 134 | 134 | | | |||||||||||||||
Fair value swap liability |
1,078 | 1,078 | | 1,078 | |
Page 40
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
December 31, 2013 | Carrying | Total | ||||||||||||||||||
Amount | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||
Financial Assets: |
||||||||||||||||||||
Cash and due from financial institutions |
$ | 34,186 | $ | 34,186 | $ | 34,186 | $ | | $ | | ||||||||||
Securities available for sale |
199,613 | 199,613 | | 199,613 | | |||||||||||||||
Loans, held for sale |
438 | 438 | 438 | | | |||||||||||||||
Loans, net of allowance for loan losses |
844,713 | 861,252 | | | 861,252 | |||||||||||||||
Other securities |
15,424 | 15,424 | 15,424 | | | |||||||||||||||
Bank owned life insurance |
19,145 | 19,145 | 19,145 | | | |||||||||||||||
Accrued interest receivable |
3,881 | 3,881 | 3,881 | | | |||||||||||||||
Fair value swap asset |
286 | 286 | | 286 | | |||||||||||||||
Financial Liabilities: |
||||||||||||||||||||
Nonmaturing deposits |
706,126 | 706,126 | 706,126 | | | |||||||||||||||
Time deposits |
236,349 | 237,837 | | | 237,837 | |||||||||||||||
Federal Home Loan Bank advances |
37,726 | 38,767 | | | 38,767 | |||||||||||||||
Securities sold under agreement to repurchase |
20,053 | 20,053 | 20,053 | | | |||||||||||||||
Subordinated debentures |
29,427 | 20,605 | | | 20,605 | |||||||||||||||
Accrued interest payable |
156 | 156 | 156 | | | |||||||||||||||
Fair value swap liability |
286 | 286 | | 286 | |
Page 41
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
Cash and due from financial institutions: The carrying amounts for cash and due from financial institutions approximate fair value because they have original maturities of less than 90 days and do not present unanticipated credit concerns.
Securities available for sale: The fair value of securities are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for specific securities, but rather by relying on the securities relationship to other benchmark quoted securities (Level 2 inputs). For equity securities, management uses market information related to the value of similar institutions to determine the fair value (Level 2 inputs).
Other securities: The carrying value of regulatory stock approximates fair value based on applicable redemption provisions.
Loans, held-for-sale: Loans held for sale are priced individually at market rates on the day that the loan is locked for commitment to an investor. Because the holding period of such loans is typically short, the carrying value generally approximates the fair value at the time the commitment is received. All loans in the held-for-sale account conform to Fannie Mae underwriting guidelines, with specific intent of the loan being purchased by an investor at the predetermined rate structure.
Loans, net of allowance for loan losses: Fair values for loans, other than impaired, are estimated for portfolios of loans with similar financial characteristics. The fair value of performing loans has been estimated by discounting expected future cash flows of the underlying portfolios. The discount rates used in these calculations are generally derived from the treasury yield curve and are calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate inherent in the loan. The estimated maturity is based on the Companys historical experience with repayments for each loan classification. Changes in these significant unobservable inputs used in discounted cash flow analysis, such as the discount rate or prepayment speeds, could lead to changes in the underlying fair value.
Bank owned life insurance: The carrying value of bank owned life insurance approximates the fair value based on applicable redemption provisions.
Accrued interest receivable and payable and securities sold under agreements to repurchase: The carrying amounts for accrued interest receivable, accrued interest payable and securities sold under agreements to repurchase approximate fair value because they are generally received or paid in 90 days or less and do not present unanticipated credit concerns.
Deposits: The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings and NOW accounts, and money market accounts, is equal to the amount payable on demand.
The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the current market rates currently offered for deposits of similar remaining maturities.
Page 42
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
The deposits fair value estimates do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market, commonly referred to as the core deposit intangible.
Federal Home Loan Bank (FHLB) advances: Rates available to the Company for borrowed funds with similar terms and remaining maturities are used to estimate the fair value of borrowed funds.
Subordinated debentures: The fair value of subordinated debentures is based on the discounted value of contractual cash flows of the underlying debt agreements. The discount rate is estimated using the current rate for the borrowing from the FHLB with the most similar terms.
The fair values of the fair value swaps used for interest rate risk management represents the amount the Company would have expected to receive or pay to terminate such agreements.
(12) Preferred Shares
On January 23, 2009, the Company issued and sold to the U.S. Treasury of 23,184 of newly-issued non-voting preferred shares in conjunction with the Companys participation in the Troubled Asset Relief Program (TARP). The Company and the U.S. Treasury entered into a Letter Agreement, dated January 23, 2009, including the Securities Purchase Agreement Standard Terms attached thereto, pursuant to which the Company issued and sold to the U.S. Treasury (1) 23,184 Fixed Rate Cumulative Perpetual Preferred Shares, Series A, each without par value and having a liquidation preference of $1,000 per share (Preferred Shares), and (2) a Warrant to purchase 469,312 common shares of the Company, each without par value, at an exercise price of $7.41 per share. The Warrant had a ten-year term. Under the standardized terms of the preferred shares, cumulative dividends on the Preferred Shares accrued on the liquidation preference at a rate of 5% per annum for the first five years, and would have accrued at a rate of 9% per annum thereafter. The Preferred Shares had no maturity date and ranked senior to the common shares with respect to the payment of dividends and distributions and amounts payable upon liquidation, dissolution and winding up of the Company. The Preferred Shares qualified as Tier 1 capital for regulatory purposes.
On July 3, 2012, the U.S. Treasury completed the sale of all 23,184 of the Preferred Shares to various investors pursuant to a modified Dutch auction process. On September 5, 2012, the Company completed the repurchase of the Warrant for an aggregate purchase price of $563.
On December 19, 2013, the Company completed the sale of 1,000,000 depositary shares, each representing a 1/40th ownership interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, of the Company, with a liquidation preference of $1,000 per share (equivalent to $25.00 per depositary share). The Company sold the maximum of 1,000,000 depositary shares in the offering, resulting in gross proceeds to the Company of $25,000.
Using proceeds from the sale of the depositary shares, the Company redeemed all of the Series A Preferred Shares for an aggregate purchase price of $22,857, which redemption was completed as of February 15, 2014.
Page 43
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
(13) Merger
On September 11, 2014, FCBC and TCNB Financial Corp. (TCNB) issued a press release announcing the signing of an Agreement and Plan of Merger (the Merger Agreement) by and among FCBC, FC Merger Corp. (Merger Corp.), a newly-formed Ohio corporation and wholly-owned subsidiary of FCBC, and TCNB pursuant to which FCBC will acquire TCNB and its wholly-owned subsidiary, The Citizens National Bank of Southwestern Ohio (Citizens National).
Under the terms of the Merger Agreement, FCBC has agreed to pay $23.50 in cash for each of the 733,000 outstanding TCNB common shares. In addition, FCBC has agreed to cash out all of the 3,500 outstanding TCNB stock options for an amount equal to the difference between $23.50 per share and the exercise price of the stock options. The aggregate cash consideration to be paid by FCBC in respect of the outstanding TCNB common shares and the cash-out of outstanding TCNB stock options is approximately $17.2 million.
It is anticipated that Citizens National will be merged with and into Citizens, upon completion of the transaction. At that time, Citizens Nationals three banking offices located in Dayton, Ohio will become branches of Citizens. As of June 30, 2014, TCNB and Citizens National had total consolidated assets of $105 million, total loans of $75 million and total deposits of $93 million.
The merger is anticipated to be completed during the first quarter of 2015, and is subject to the satisfaction of the closing conditions in the Merger Agreement and the approval of the appropriate regulatory authorities and of the shareholders of TCNB.
Page 44
First Citizens Banc Corp
Managements Discussion and Analysis of Financial Condition and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
ITEM 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
Introduction
The following discussion focuses on the consolidated financial condition of the Company at September 30, 2014 compared to December 31, 2013, and the consolidated results of operations for the three- and nine-month periods ended September 30, 2014, compared to the same periods in 2013. This discussion should be read in conjunction with the consolidated financial statements and footnotes included in this Form 10-Q.
Forward-Looking Statements
This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), relating to such matters as financial condition, anticipated operating results, cash flows, business line results, credit quality expectations, prospects for new lines of business, economic trends (including interest rates) and similar matters. Forward-looking statements reflect our expectations, estimates or projections concerning future results or events. These statements are generally identified by the use of forward-looking words or phrases such as believe, belief, expect, anticipate, may, could, intend, intent, estimate, plan, foresee, likely, will, should or other similar words or phrases. Forward-looking statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results, performance or achievements to differ materially from those expressed in or implied by the forward-looking statements. Factors that could cause actual results, performance or achievements to differ from results discussed in the forward-looking statements include, but are not limited to, changes in financial markets or national or local economic conditions; sustained weakness or deterioration in the real estate market; volatility and direction of market interest rates; credit risks of lending activities; changes in the allowance for loan losses; legislation or regulatory changes or actions; increases in Federal Deposit Insurance Corporation (FDIC) insurance premiums and assessments; changes in tax laws; failure of or breach in our information and data processing systems; unforeseen litigation; and other risks identified from time-to-time in the Companys other public documents on file with the SEC, including those risks identified in Item 1A. Risk Factors of Part I of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2013. The Company does not undertake, and specifically disclaims, any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements, except as required by law.
Page 45
First Citizens Banc Corp
Managements Discussion and Analysis of Financial Condition and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
Financial Condition
Total assets of the Company at September 30, 2014 were $1,181,999 compared to $1,167,546 at December 31, 2013, an increase of $14,453, or 1.2 percent. The increase in total assets was mainly attributable to an increase in securities available-for-sale, loans held for sale and loans, partially offset by a decrease in cash and due from banks, other securities and office premises and equipment, net. Total liabilities at September 30, 2014 were $1,066,116 compared to $1,039,170 at December 31, 2013, an increase of $26,946, or 2.6 percent. The increase in total liabilities was mainly attributable to an increase in total deposits offset by a decrease in federal home loan bank advances.
Net loans have increased $26,860 or 3.2 percent since December 31, 2013. The Commercial Real Estate, Residential Real Estate, Real Estate Construction and Consumer and Other loan portfolios increased $1,322, $15,175, $15,280 and $3,262, respectively, since December 31, 2013, while the Commercial and Agricultural loan portfolio decreased $9,262. The current increase in Commercial Real Estate loans is the result of strong loan demand for this type of product in our market area. The current increase in Residential Real Estate loans is mainly the result of adjustable rate portfolio jumbo loans to physicians and others, mostly in our urban markets. In general, the company originates and sells the majority of its mortgage loans in the secondary market. The current increase in Real Estate Construction loans is mainly due to an increase in the demand for commercial real estate construction loans and advances on existing commercial real estate construction loans in the Columbus and Akron markets, which we serve. The current increase in Consumer and Other loans is mainly the result of pooled dealer loan purchases. The current decrease in Commercial and Agricultural loans is the result of the pay down of loan balances on agricultural loans.
Loans held for sale have increased $961 or 219.4 percent since December 31, 2013. At September 30, 2014, the net loan to deposit ratio was 88.9 percent compared to 89.6 percent at December 31, 2013. This ratio has declined in 2014 due to the increase in deposits.
For the nine months of operations in 2014, $1,500 was placed into the allowance for loan losses from earnings, compared to $1,100 in the same period of 2013. While net charge-offs have decreased, the increase in provision for loan losses in the first nine months of 2014 is primarily related to the increased size of the loan portfolio compared to a year ago. Net charge-offs have decreased to $2,583, compared to $3,545 in 2013. The allowance for loan losses as a percent of total loans was 1.74 percent at September 30, 2014 and 1.92 percent at December 31, 2013. For the first nine months of 2014, the Company has charged off eighty-seven loans. Fifty-four Real Estate Mortgage loans totaling $1,113 net of recoveries, eleven Commercial Real Estate loans totaling $1,370 net of recoveries, eight Commercial and Agriculture loans totaling $88 net of recoveries and zero Real Estate Construction loans totaling ($5) net of recoveries were charged off in the first nine months of the year. In addition, fourteen Consumer and Other loans totaling $17, net of recoveries, were charged off. For each loan category, as well as in total, the percentage of net charge-offs to loans was less than one percent. Nonperforming loans have decreased by $4,629 which was solely due to a decrease in loans on nonaccrual status which was driven by decreases in loan delinquency. Each of these factors was considered by management as part of the examination of both the level and mix of the allowance by loan type as well as the overall level of the allowance. Management specifically evaluates loans that are impaired for estimates of loss. To evaluate the adequacy of the allowance for loan losses to cover probable losses in the portfolio, management
Page 46
First Citizens Banc Corp
Managements Discussion and Analysis of Financial Condition and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
considers specific reserve allocations for identified portfolio loans, reserves for delinquencies and historical reserve allocations. The composition and overall level of the loan portfolio and charge-off activity are also factors used to determine the amount of the allowance for loan losses.
Management analyzes each Commercial and Commercial Real Estate loan, with balances of $350 or larger, on an individual basis and designates a loan as impaired when it is in nonaccrual status or when an analysis of the borrowers operating results and financial condition indicate that underlying cash flows are not adequate to meet its debt service requirements. In addition, loans held for sale are excluded from consideration as impaired. Loans are generally moved to nonaccrual status when 90 days or more past due. Impaired loans, or portions thereof, are charged-off when deemed uncollectible.
The available for sale security portfolio increased by $1,278, from $199,613 at December 31, 2013 to $200,891 at September 30, 2014. The increase is mainly the result of the Company reinvesting proceeds from maturing securities. As of September 30, 2014, the Company was in compliance with all pledging requirements.
Other securities have decreased $2,870 from December 31, 2013 to September 30, 2014 mainly due to the repurchase of bank securities by FHLB of $3,009.
Bank owned life insurance (BOLI) increased $373 from December 31, 2013 to September 30, 2014 due to increases in the cash surrender value of the underlying insurance policies.
Premises and equipment, net, have decreased $1,842 from December 31, 2013 to September 30, 2014, as a result of depreciation of $849 and disposals of $1,250, offset by new purchases of $257. Included in disposals are office premises and equipment, having a net value of $135 that were donated during the third quarter of 2014.
Total deposits at September 30, 2014 increased $38,159 from year-end 2013. Noninterest-bearing deposits increased $18,178 from year-end 2013, while interest-bearing deposits, including savings and time deposits, increased $19,981 from December 31, 2013. The primary reason for the increase in noninterest-bearing deposits was due to an increase in commercial accounts related to the Companys participation in a tax refund processing program. The interest-bearing deposit increase was mainly due to increases in savings accounts, including money markets, interest-bearing demand accounts and brokered deposits offset by decreases in time certificates and individual retirement accounts (IRA). Savings accounts increased $16,221 from year-end 2013, which included increases of $4,390 in statement savings and $12,399 in money market savings. Interest-bearing demand deposits increased $10,066 from year end 2013, which included increases of $15,448 in interest-bearing public funds and $1,781 in interest-bearing checking accounts offset by a decrease of $7,661 in NOW accounts. Brokered deposits increased $15,088 from year-end 2013. The Company is using brokered deposits to partially fund matured FHLB advances. Time certificates and IRAs decreased $19,904 and $2,527, respectively, from year-end 2013. This decrease was offset by an increase in CDARS accounts of $1,037. The year-to-date average balance of total deposits increased $73,440 compared to the average balance of the same period in 2013. The increase in average balance is due to increases of $77,802 in demand deposit accounts, $16,186 in interest-bearing demand and savings accounts, offset by a decrease of $20,548 in time deposits.
Page 47
First Citizens Banc Corp
Managements Discussion and Analysis of Financial Condition and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
FHLB advances decreased $11,526 from year-end 2013. The Company had three FHLB advances mature during the nine months ended September 30, 2014. The first advance matured on June 1, 2014, in the amount of $211. This advance had terms of one hundred twenty months with a fixed rate of 4.85%. The advance was not replaced. The second advance matured on August 15, 2014, in the amount of $20,000. This advance had terms of forty-two months with a fixed rate of 2.06%. The third advance matured on September 10, 2014, in the amount of $10,000. This advance had terms of sixty months with a fixed rate of 2.96%. On August 15, 2014, the Company advanced $10,000 from the FHLB. This advance has terms of forty-two months with a fixed rate of 1.50%. In addition, as of September 30, 2014, the Company has $8,700 advanced from the FHLB in short-term borrowings. Securities sold under agreements to repurchase, which tend to fluctuate, have increased $75 from December 31, 2013 to September 30, 2014.
Shareholders equity at September 30, 2014 was $115,883, or 9.8 percent of total assets, compared to $128,376, or 11.0 percent of total assets, at December 31, 2013. The decrease in shareholders equity resulted from dividends on preferred shares and common shares of $1,467 and $1,079, respectively, and the redemption of Series A preferred shares of $22,857, offset by net income of $7,257, a decrease in the Companys pension liability, net of tax, of $2,812, and an increase in the fair value of securities available for sale, net of tax, of $2,841. Total outstanding common shares at September 30, 2014 and December 31, 2013 were 7,707,917.
Page 48
First Citizens Banc Corp
Managements Discussion and Analysis of Financial Condition and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
Results of Operations
Nine Months Ended September 30, 2014 and 2013
The Company had net income of $7,257 for the nine months ended September 30, 2014, an increase of $2,121 from net income of $5,136 for the same nine months of 2013. Basic earnings per common share were $0.75 for the nine months ended September 30, 2014, compared to $0.55 for the same period in 2013. Diluted earnings per common share were $0.64 for the nine months ended September 30, 2014, compared to $0.55 for the same period in 2013. The primary reasons for the changes in net income are explained below.
Net interest income for the nine months ended September 30, 2014 was $31,115, an increase of $1,431 from $29,684 in the same nine months of 2013. The Companys net interest margin for the nine months ended September 30, 2014 and 2013 was 3.73% and 3.77%, respectively. Total interest income for the nine months ended September 30, 2014 was $34,347, an increase of $909 from $33,438 in the same nine months of 2013. Average earning assets increased 5.5 percent during the nine months ended September 30, 2014 as compared to the same period in 2013. Average loans, non-taxable securities and interest-bearing deposits in other banks for the first nine months of 2014 increased 6.5 percent, 7.1 percent and 15.8 percent, respectively, compared to the first nine months of last year. Interest-bearing deposits in other banks increased due to our tax refund processing program. The timing of cash inflows and outflows from this program leads to large, but temporary, increases in cash on deposit. Although the program was in place during the first nine months of 2013, the volume of tax refunds processed, and therefore cash on deposit, increased dramatically in 2014. The yield on earning assets decreased 12 basis points for the first nine months of 2014 compared to the first nine months of last year. The yield on loans, taxable securities and non-taxable securities decreased 14 basis points, 12 basis points and 12 basis points, respectively, compared to the first nine months of 2013. These factors combined resulted in a modest increase in total interest income for the first nine months of 2014. Total interest expense for the nine months ended September 30, 2014 was $3,232, a decrease of $522 from $3,754 in the same nine months of 2013. Interest expense on time deposits and FHLB advances decreased $368 and $142, respectively, in the first nine months of 2014 compared to the same period in 2013. Average time deposits and FHLB advances for the first nine months of 2014 decreased 8.2 percent and 10.4 percent, respectively, compared to the first nine months of 2013. The interest rate paid on time deposits and FHLB advances during the first nine months of 2014 also decreased by 13 basis points and 14 basis points, respectively, as compared to the same period in 2013.
Page 49
First Citizens Banc Corp
Managements Discussion and Analysis of Financial Condition and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
The following table presents the condensed average balance sheets for the nine months ended September 30, 2014 and 2013. The daily average loan amounts outstanding are net of unearned income and include loans held for sale and nonaccrual loans. The average balance of securities is computed using the carrying value of securities. Rates are annualized and taxable equivalent yields are computed using a 34% tax rate for tax-exempt interest income. The average yield has been computed using the historical amortized cost average balance for available-for-sale securities.
Nine Months Ended September 30, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Average balance |
Interest | Yield/ rate * |
Average balance |
Interest | Yield/ rate * |
|||||||||||||||||||
Assets: |
||||||||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||||||||
Loans |
$ | 866,424 | $ | 29,850 | 4.61 | % | $ | 813,888 | $ | 28,871 | 4.75 | % | ||||||||||||
Taxable securities |
152,311 | 2,610 | 2.31 | % | 158,699 | 2,826 | 2.43 | % | ||||||||||||||||
Non-taxable securities |
62,544 | 1,750 | 5.83 | % | 58,379 | 1,637 | 5.95 | % | ||||||||||||||||
Interest-bearing deposits in other banks |
69,728 | 137 | 0.26 | % | 60,232 | 104 | 0.23 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
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Total interest-earning assets |
$ | 1,151,007 | 34,347 | 4.11 | % | $ | 1,091,198 | 33,438 | 4.23 | % | ||||||||||||||
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Noninterest-earning assets: |
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Cash and due from financial institutions |
40,540 | 26,786 | ||||||||||||||||||||||
Premises and equipment, net |
16,186 | 16,953 | ||||||||||||||||||||||
Accrued interest receivable |
4,070 | 4,104 | ||||||||||||||||||||||
Intangible assets |
24,218 | 24,570 | ||||||||||||||||||||||
Other assets |
8,513 | 10,582 | ||||||||||||||||||||||
Bank owned life insurance |
19,318 | 18,787 | ||||||||||||||||||||||
Less allowance for loan losses |
(16,224 | ) | (19,747 | ) | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total Assets |
$ | 1,247,628 | $ | 1,173,233 | ||||||||||||||||||||
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|
|||||||||||||||||||||
Liabilities and Shareholders Equity: |
||||||||||||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||||||||
Demand and savings |
$ | 500,560 | $ | 282 | 0.08 | % | $ | 484,374 | $ | 308 | 0.09 | % | ||||||||||||
Time |
229,091 | 1,458 | 0.85 | % | 249,639 | 1,826 | 0.98 | % | ||||||||||||||||
FHLB |
35,671 | 887 | 3.32 | % | 39,819 | 1,029 | 3.46 | % | ||||||||||||||||
Federal funds purchased |
55 | | 0.00 | % | 37 | | 0.00 | % | ||||||||||||||||
Subordinated debentures |
29,427 | 590 | 2.68 | % | 29,427 | 575 | 2.61 | % | ||||||||||||||||
Repurchase Agreements |
19,167 | 15 | 0.10 | % | 20,475 | 16 | 0.10 | % | ||||||||||||||||
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|
|
|
|
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Total interest-bearing liabilities |
$ | 813,971 | 3,232 | 0.53 | % | $ | 823,771 | 3,754 | 0.61 | % | ||||||||||||||
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|
|
|
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Noninterest-bearing deposits |
309,345 | 231,543 | ||||||||||||||||||||||
Other liabilities |
10,865 | 14,426 | ||||||||||||||||||||||
Shareholders Equity |
113,447 | 103,493 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total Liabilities and Shareholders Equity |
$ | 1,247,628 | $ | 1,173,233 | ||||||||||||||||||||
|
|
|
|
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Net interest income and interest rate spread |
$ | 31,115 | 3.58 | % | $ | 29,684 | 3.62 | % | ||||||||||||||||
Net interest margin |
3.73 | % | 3.77 | % |
* | - All yields and costs are presented on an annualized basis |
Page 50
First Citizens Banc Corp
Managements Discussion and Analysis of Financial Condition and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
Net interest income may also be analyzed by comparing the volume and rate components of interest income and interest expense. The following table provides an analysis of the changes in interest income and expense between the nine months ended September 30, 2014 and 2013. The table is presented on a fully tax-equivalent basis.
Increase (decrease) due to: | ||||||||||||
Volume(1) | Rate(1) | Net | ||||||||||
(Dollars in thousands) | ||||||||||||
Interest income: |
||||||||||||
Loans |
$ | 1,827 | $ | (848 | ) | $ | 979 | |||||
Taxable securities |
(113 | ) | (103 | ) | (216 | ) | ||||||
Nontaxable securities |
120 | (7 | ) | 113 | ||||||||
Interest-bearing deposits in other banks |
18 | 15 | 33 | |||||||||
|
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|
|
|||||||
Total interest income |
$ | 1,852 | $ | (943 | ) | $ | 909 | |||||
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Interest expense: |
||||||||||||
Demand and savings |
10 | (36 | ) | (26 | ) | |||||||
Time |
(143 | ) | (225 | ) | (368 | ) | ||||||
FHLB |
(104 | ) | (38 | ) | (142 | ) | ||||||
Subordinated debentures |
| 15 | 15 | |||||||||
Repurchase agreements |
(1 | ) | | (1 | ) | |||||||
|
|
|
|
|
|
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Total interest expense |
$ | (238 | ) | $ | (284 | ) | $ | (522 | ) | |||
|
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|
|
|
|||||||
Net interest income |
$ | 2,090 | $ | (659 | ) | $ | 1,431 | |||||
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|
(1) | The change in interest income and interest expense due to changes in both volume and rate, which cannot be segregated, has been allocated proportionately to the change due to volume and the change due to rate. |
The Company provides for loan losses through regular provisions to the allowance for loan losses. The provision is affected by net charge-offs on loans and changes in specific and general allocations required on the allowance for loan losses. Provision for loan losses totaled $1,500 for the nine months ended September 30, 2014, compared to $1,100 for the same period in 2013. The increase in provision for loan losses in the first nine months of 2014 is related to the increased size of the loan portfolio compared to a year ago. Management believes the overall adequacy of the reserve for loan losses supported an increased provision, compared to September 30, 2013.
Noninterest income for the nine months ended September 30, 2014 was $11,016, an increase of $1,893 or 20.7 percent from $9,123 for the same period of 2013. The primary reasons for the increase follow.
Service charge fee income for the period ended September 30, 2014 was $3,078, down $42 or 1.3 percent over the same period of 2013. The decrease is primarily due to a decrease in overdraft fees partially offset by an increase in business service charges.
Page 51
First Citizens Banc Corp
Managements Discussion and Analysis of Financial Condition and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
Trust fee income is comprised of fees earned from the management and administration of trusts and other customer assets. These fees are largely based upon the market value of the assets that we manage and the fee rate charged to customers. Trust fee income increased $433 or 22.1 percent during the first nine months of 2014 compared to the same period in 2013. The increase in wealth management revenue is due to both an increase in asset valuations as well as an increase in accounts. These factors were offset by a $ 47.7 million decrease in assets related to out-of-area accounts inherited from a previous acquisition. First Citizens made the decision to better focus our efforts on local accounts and began the process of moving these accounts out of the Bank. From the end of 2013, assets under management decreased by 2.0%, to $458.9 million. The out-of-area accounts were lower yielding accounts and the lost revenue was more than offset by increased revenue related to other assets under management.
BOLI income decreased $50 or 11.8 percent during the first nine months of 2014 compared to the same period in 2013. The decrease is due to lower yields received in the current year.
Gain on the sale of securities decreased $24 during the first nine months of 2014 compared to the same period of 2013. Management, from time to time, will reposition the investment portfolio to match liquidity needs of the Company.
The Company processes state and federal income tax refund payments for customers of third-party income tax preparation vendors. The third-party vendors pay us a fee for processing the payments. Tax refund processing fees increased $1,892 or 441.0 percent during the first nine months of 2014 compared to the same period in 2013. In 2014, the Company added vendors to its tax refund processing program. Additional volume for the first nine months of 2014, compared to the same period in 2013, was the main reason for the increase in revenue. This fee income is seasonal in nature, the majority of which is received in the first quarter of the year.
Gain on the sale of loans decreased $104 during the first nine months of 2014 compared to the same period of 2013. The decrease is due to a decrease in volume of loans sold during the first nine months of 2014 as compared to the same period in 2013. Our mortgage banking business was adversely affected by weather in the first quarter of 2014.
Other noninterest income decreased $220 or 27.5 percent during the first nine months of 2014 compared to the same period in 2013. The decrease is due to a decrease in gain on the sale of OREO property, gain on the sale of fixed assets and swap fee income during the first nine months of 2014 as compared to the same period in 2013.
Noninterest expense for the nine months ended September 30, 2014 was $31,068, a decrease of $229, from $31,297 reported for the same period of 2013. The primary reasons for the decrease follow.
Salary and other employee costs were $16,661, down $178 or 1.1 percent as compared to the same period of 2013. The decrease is primarily due to a decrease in pension costs which were offset by increases in salaries and commissions. As of April 30, 2014, the Company has frozen its pension plan. While the plan still exists, no new participants will be added and no additional benefits will accrue.
Page 52
First Citizens Banc Corp
Managements Discussion and Analysis of Financial Condition and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
Contracted data processing costs were $1,080, up $114 or 11.8 percent compared to the same period in 2013 due to increases in cost of technology services.
State franchise taxes decreased by $203 compared to the same period of 2013. Effective January 1, 2014, the State of Ohios corporate franchise tax was replaced with the financial institutions tax (FIT). The new tax is based on equity capital, whereas, the corporate franchise tax was based on net worth. In addition, the new law lowered tax rates.
Amortization expense decreased $32, or 5.0 percent from the same period of 2013, as a result of scheduled amortization of intangible assets associated with mergers.
FDIC assessments were down by $79 during the nine months ended September 30, 2014 compared to the same period of 2013 due to a decrease in the assessment rates.
Net occupancy and equipment costs were $2,794, up $250 or 9.8 percent compared to the same period in 2013. The increase was primarily due to increased grounds maintenance and utility expense attributable to harsher winter weather. Building repair and maintenance costs increased for the first nine months of 2014 as compared to the same period of 2013. In addition, equipment costs increased due to a policy change within the Company. Equipment purchases of $5 and under are now expensed rather than capitalized. During the first nine months of 2013, equipment purchases of $1 and under were expensed.
ATM costs were $606, up $123 or 25.5 percent compared to the same period in 2013. The increase is due to an increase in vendor charges in 2014.
Marketing costs were $901, up $324 or 56.2 percent compared to the same period in 2013. The increase is due to efforts to unify our marketing approach in order to improve the impact of marketing dollars spent.
Professional service costs were $1,332, down $140 or 9.5 percent compared to the same period in 2013. The decrease is mainly due to reduced legal and audit fees, investment advisory fees and consulting fees during the first nine months of 2014 as compared to the same period in 2013.
Repossession expenses were $521, down $310 or 37.3 percent compared to the same period in 2013. In the third quarter of 2013, a large settlement was paid to resolve a loan credit. The reduction in repossession expense as of September 30, 2014, is mainly attributable to the settlement in 2013. In addition, expenses related to repossessions are lower this year compared to the same period last year.
Other operating expenses were $5,189, down $98 or 1.9 percent compared to the same period in 2013. This decrease was primarily due to SBA expense and telephone expense. SBA expense decreased in the first nine months of 2014 due a decrease in SBA loan sales as compared to the first nine months of 2013. During the fourth quarter of 2013, the Company installed a new telephone system. As a result, the Company has reduced telephone expenses during the first nine months of 2014 as compared to the first nine months of 2013. Offsetting these reductions is an increase in donation expenses. The Company donated premises and equipment in the third quarter of 2014 with a net value of $135.
Page 53
First Citizens Banc Corp
Managements Discussion and Analysis of Financial Condition and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
Income tax expense for the nine months ended September 30, 2014 totaled $2,306, up $1,032 compared to the same period in 2013. The effective tax rates for the nine-month periods ended September 30, 2014 and September 30, 2013 were 24.1% and 19.9%, respectively. The difference between the statutory federal income tax rate and the Companys effective tax rate is the permanent tax differences, primarily consisting of tax-exempt interest income from municipal investments and loans, low income housing tax credits and bank owned life insurance income. The increase in the effective tax rate is primarily due to an increase in pretax income for the nine month period ending September 30, 2014 as compared to the same period in 2013.
Page 54
First Citizens Banc Corp
Managements Discussion and Analysis of Financial Condition and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
Three Months Ended September 30, 2014 and 2013
The Company had net income of $2,306 for the three months ended September 30, 2014, an increase of $740 from net income of $1,566 for the same three months of 2013. Basic earnings per common share were $0.25 for the quarter ended September 30, 2014, compared to $0.17 for the same period in 2013. Diluted earnings per common share were $0.21 for the quarter ended September 30, 2014, compared to $0.17 for the same period in 2013. The primary reasons for the changes in net income are explained below.
Net interest income for the three months ended September 30, 2014 was $10,684, an increase of $767 from $9,917 in the same three months of 2013. The Companys net interest margin for the three months ended September 30, 2014 and 2013 was 3.94% and 3.78%, respectively. Total interest income for the three months ended September 30, 2014 was $11,667, an increase of $540 from $11,127 in the same three months of 2013. Average earning assets increased 3.4 percent during the quarter ended September 30, 2014 as compared to the same period in 2013. Average loans and non-taxable securities for the third quarter of 2014 increased 8.0 percent and 8.7 percent, respectively, compared to the third quarter of last year. The yield on earning assets increased 7 basis points for the third quarter of 2014 compared to the third quarter of last year. The yield on loans and non-taxable securities decreased 8 basis points and 12 basis points, respectively, compared to the third quarter of 2013. These factors combined resulted in a modest increase in total interest income for the third quarter of 2014. Total interest expense for the three months ended September 30, 2014 was $983, a decrease of $227 from $1,210 in the same three months of 2013. Interest expense on time deposits and FHLB advances decreased $127 and $103, respectively in the third quarter of 2014 compared to the same period in 2013. Average time deposits and FHLB advances for the third quarter of 2014 decreased 6.5 percent and 18.6 percent, respectively compared to the third quarter of 2013. The interest rate paid on time deposits and FHLB advances during the third quarter of 2014 also decreased by 16 basis points and 50 basis points, respectively as compared to the same period in 2013.
Page 55
First Citizens Banc Corp
Managements Discussion and Analysis of Financial Condition and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
The following table presents the condensed average balance sheets for the three months ended September 30, 2014 and 2013. The daily average loan amounts outstanding are net of unearned income and include loans held for sale and nonaccrual loans. The average balance of securities is computed using the carrying value of securities. Rates are annualized and taxable equivalent yields are computed using a 34% tax rate for tax-exempt interest income. The average yield has been computed using the historical amortized cost average balance for available-for-sale securities.
Three Months Ended September 30, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Average balance |
Interest | Yield/ rate * |
Average balance |
Interest | Yield/ rate * |
|||||||||||||||||||
Assets: |
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Interest-earning assets: |
||||||||||||||||||||||||
Loans |
$ | 883,459 | $ | 10,218 | 4.59 | % | $ | 818,073 | $ | 9,621 | 4.67 | % | ||||||||||||
Taxable securities |
146,060 | 845 | 2.33 | % | 153,734 | 901 | 2.34 | % | ||||||||||||||||
Non-taxable securities |
64,575 | 595 | 5.75 | % | 59,398 | 579 | 5.87 | % | ||||||||||||||||
Interest-bearing deposits in other banks |
16,628 | 9 | 0.21 | % | 43,453 | 26 | 0.24 | % | ||||||||||||||||
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Total interest-earning assets |
$ | 1,110,722 | 11,667 | 4.30 | % | $ | 1,074,658 | 11,127 | 4.23 | % | ||||||||||||||
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Noninterest-earning assets: |
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Cash and due from financial institutions |
21,698 | 21,136 | ||||||||||||||||||||||
Premises and equipment, net |
15,297 | 16,779 | ||||||||||||||||||||||
Accrued interest receivable |
3,987 | 3,983 | ||||||||||||||||||||||
Intangible assets |
24,026 | 24,362 | ||||||||||||||||||||||
Other assets |
7,123 | 11,191 | ||||||||||||||||||||||
Bank owned life insurance |
19,442 | 18,927 | ||||||||||||||||||||||
Less allowance for loan losses |
(15,721 | ) | (19,362 | ) | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total Assets |
$ | 1,186,574 | $ | 1,151,674 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Liabilities and Shareholders Equity: |
||||||||||||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||||||||
Demand and savings |
$ | 501,765 | $ | 94 | 0.08 | % | $ | 486,680 | $ | 89 | 0.07 | % | ||||||||||||
Time |
226,483 | 458 | 0.80 | % | 242,125 | 585 | 0.96 | % | ||||||||||||||||
FHLB |
31,705 | 236 | 2.95 | % | 38,964 | 339 | 3.45 | % | ||||||||||||||||
Federal funds purchased |
162 | | 0.00 | % | 109 | | 0.00 | % | ||||||||||||||||
Subordinated debentures |
29,427 | 190 | 2.56 | % | 29,427 | 192 | 2.59 | % | ||||||||||||||||
Repuchase Agreements |
17,045 | 5 | 0.12 | % | 19,873 | 5 | 0.10 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total interest-bearing liabilities |
$ | 806,587 | 983 | 0.48 | % | $ | 817,178 | 1,210 | 0.59 | % | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Noninterest-bearing deposits |
257,903 | 218,273 | ||||||||||||||||||||||
Other liabilities |
7,722 | 14,635 | ||||||||||||||||||||||
Shareholders Equity |
114,362 | 101,588 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total Liabilities and Shareholders Equity |
$ | 1,186,574 | $ | 1,151,674 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Net interest income and interest rate spread |
$ | 10,684 | 3.82 | % | $ | 9,917 | 3.64 | % | ||||||||||||||||
Net interest margin |
3.94 | % | 3.78 | % |
* | - All yields and costs are presented on an annualized basis |
Page 56
First Citizens Banc Corp
Managements Discussion and Analysis of Financial Condition and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
Net interest income may also be analyzed by comparing the volume and rate components of interest income and interest expense. The following table provides an analysis of the changes in interest income and expense between the three months ended September 30, 2014 and 2013. The table is presented on a fully tax-equivalent basis.
Increase (decrease) due to: | ||||||||||||
Volume(1) | Rate(1) | Net | ||||||||||
(Dollars in thousands) | ||||||||||||
Interest income: |
||||||||||||
Loans |
$ | 758 | $ | (161 | ) | $ | 597 | |||||
Taxable securities |
(45 | ) | (11 | ) | (56 | ) | ||||||
Nontaxable securities |
50 | (34 | ) | 16 | ||||||||
Interest-bearing deposits in other banks |
(15 | ) | (2 | ) | (17 | ) | ||||||
|
|
|
|
|
|
|||||||
Total interest income |
$ | 748 | $ | (208 | ) | $ | 540 | |||||
|
|
|
|
|
|
|||||||
Interest expense: |
||||||||||||
Demand and savings |
3 | 2 | 5 | |||||||||
Time |
(36 | ) | (91 | ) | (127 | ) | ||||||
FHLB |
(58 | ) | (45 | ) | (103 | ) | ||||||
Subordinated debentures |
| (2 | ) | (2 | ) | |||||||
Repurchase agreements |
(1 | ) | 1 | | ||||||||
|
|
|
|
|
|
|||||||
Total interest expense |
$ | (92 | ) | $ | (135 | ) | $ | (227 | ) | |||
|
|
|
|
|
|
|||||||
Net interest income |
$ | 840 | $ | (73 | ) | $ | 767 | |||||
|
|
|
|
|
|
(1) | The change in interest income and interest expense due to changes in both volume and rate, which cannot be segregated, has been allocated proportionately to the change due to volume and the change due to rate. |
The Company provides for loan losses through regular provisions to the allowance for loan losses. The provision is affected by net charge-offs on loans and changes in specific and general allocations required on the allowance for loan losses. The Company did not provide for loan losses for the three months ended September 30, 2014, compared to $300 for the same period in 2013. The decrease in provision for loan losses in the third quarter of 2014 is related to the resolution of long term problem credits. These resolutions led either to recovery of past charge offs or to the elimination of a specific allocation due to the resolution of the underlying credit. Management believes the overall adequacy of the reserve for loan losses supported a decreased provision, compared to September 30, 2013.
Noninterest income for the three months ended September 30, 2014 was $3,012, a decrease of $65 or 2.1 percent from $3,077 for the same period of 2013. The primary reasons for the decrease follow.
Page 57
First Citizens Banc Corp
Managements Discussion and Analysis of Financial Condition and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
Service charge fee income for the period ended September 30, 2014 was $1,071, down $17 or 1.6 percent over the same period of 2013. The decrease is primarily due to a decrease in overdraft fees partially offset by an increase in business service charges.
Trust fee income is comprised of fees earned from the management and administration of trusts and other customer assets. These fees are largely based upon the market value of the assets that we manage and the fee rate charged to customers. Trust fee income increased $87 or 11.8 percent during the third quarter of 2014 compared to the same period in 2013. The increase in wealth management revenue is due to both an increase in asset valuations as well as an increase in accounts. These factors were offset by a decrease in assets related to out-of-area accounts inherited from a previous acquisition. First Citizens made the decision to better focus our efforts on local accounts and began the process of moving these accounts out of the Bank. The out-of-area accounts were lower yielding accounts and the lost revenue was more than offset by increased revenue related to other assets under management.
BOLI income decreased $14 or 10.6 percent during the third quarter of 2014 compared to the same period in 2013. The decrease is due to lower yields received in the current year.
Gain on the sale of securities decreased $79 during the third quarter of 2014 compared to the same period of 2013. Management, from time to time, will reposition the investment portfolio to match liquidity needs of the Company.
The Company processes state and federal income tax refund payments for customers of third-party income tax preparation vendors. The third-party vendors pay us a fee for processing the payments. Tax refund processing fees increased $3 or 100.0 percent during the third quarter of 2014 compared to the same period in 2013. This fee income is seasonal in nature, the majority of which is received in the first quarter of the year.
Gain on the sale of loans increased $153 during the third quarter of 2014 compared to the same period of 2013. The increase is due to an increase in volume of loans sold during the third quarter of 2014 as compared to the same period in 2013.
Other noninterest income decreased $199 or 53.4 percent during the third quarter of 2014 compared to the same period in 2013. The decrease is due to a decrease in gain on the sale of OREO property and swap fee income during the third quarter of 2014 as compared to the same period of 2013
Noninterest expense for the three months ended September 30, 2014 was $10,661, a decrease of $84, from $10,745 reported for the same period of 2013. The primary reasons for the decrease follow.
Salary and other employee costs were $5,657, down $96 or 1.7 percent as compared to the same period of 2013. The decrease is mainly due to a decrease in pension costs and insurance cost offset by increases in salaries and commissions expense.
Page 58
First Citizens Banc Corp
Managements Discussion and Analysis of Financial Condition and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
Contracted data processing costs were $369, up $45 or 13.9 percent compared to the same period in 2013 due to increases in cost of technology services.
State franchise taxes decreased by $79 compared to the same period of 2013. Effective January 1, 2014, the State of Ohios corporate franchise tax was replaced with the financial institutions tax (FIT). The new tax is based on equity capital, whereas, the corporate franchise tax was based on net worth. In addition, the new law lowered tax rates.
Amortization expense decreased $11, or 5.2 percent from the same period of 2013, as a result of scheduled amortization of intangible assets associated with mergers.
FDIC assessments were down by $21 during the quarter ended September 30, 2014 compared to the same period of 2013 due to a decrease in the assessment rates.
Net occupancy and equipment costs were $830, up $17 or 2.1 percent compared to the same period in 2013. Equipment costs increased due to a policy change within the Company. Equipment purchases of $5 and under are now expensed rather than capitalized. During the third quarter of 2013, equipment purchases of $1 and under were expensed.
ATM costs were $203, up $36 or 21.6 percent compared to the same period in 2013. The increase is due to an increase in vendor charges in 2014.
Marketing costs were $300, up $108 or 56.3 percent compared to the same period in 2013. The increase is due to efforts to unify our marketing approach in order to improve the impact of marketing dollars spent.
Professional service costs were $538, up $43 or 8.7 percent compared to the same period in 2013. The increase is mainly due to increased consulting fees related to merger expenses paid during the third quarter of 2014 as compared to the same period in 2013.
Repossession expenses were $187, down $187 or 50.0 percent compared to the same period in 2013. In the third quarter of 2013, a large settlement was paid to resolve a loan credit. The reduction in repossession expense as of September 30, 2014, is mainly attributable to the settlement in 2013.
Other operating expenses were $1,924, up $61 or 3.3 percent compared to the same period in 2013. This increase was primarily due to increased donation expenses. The Company donated premises and equipment in the third quarter of 2014 with a net value of $135. This increase was offset by a reduction in SBA expense and telephone expense. SBA expense decreased in the third quarter of 2014 due a decrease in SBA loan sales as compared to the third quarter of 2013. During the fourth quarter of 2013, the Company installed a new telephone system. As a result, the Company has reduced telephone expenses during the third quarter of 2014 as compared to the third quarter of 2013.
Income tax expense for the three months ended September 30, 2014 totaled $729, up $346 compared to the same period in 2013. The effective tax rates for the three-month periods ended September 30, 2014
Page 59
First Citizens Banc Corp
Managements Discussion and Analysis of Financial Condition and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
and September 30, 2013 were 24.0% and 19.7%, respectively. The difference between the statutory federal income tax rate and the Companys effective tax rate is the permanent tax differences, primarily consisting of tax-exempt interest income from municipal investments and loans, low income housing tax credits and bank owned life insurance income. The increase in the effective tax rate is primarily due to an increase in pretax income for the third quarter of 2014 as compared to the same period in 2013.
Capital Resources
Shareholders equity totaled $115,883 at September 30, 2014 compared to $128,376 at December 31, 2013. The decrease in shareholders equity resulted from net income of $7,257, a $2,812 net decrease in the Companys pension liability and an increase in the fair value of securities available for sale, net of tax, of $2,841, which were more than offset by dividends on preferred shares and common shares of $1,467 and $1,079, respectively, and the redemption of Series A preferred shares of $22,857. All of the Companys capital ratios exceeded the regulatory guidelines for capital adequacy and for treatment as well capitalized under prompt corrective action provisions, as of September 30, 2014 and December 31, 2013 as identified in the following table:
Total Risk Based Capital |
Tier I Risk Based Capital |
Leverage Ratio |
||||||||||
Corporation Ratios - September 30, 2014 |
15.0 | % | 13.8 | % | 10.3 | % | ||||||
Corporation Ratios - December 31, 2013 |
17.1 | % | 15.8 | % | 11.6 | % | ||||||
For Capital Adequacy Purposes |
8.0 | % | 4.0 | % | 4.0 | % | ||||||
To Be Well Capitalized Under Prompt Corrective Action Provisions |
10.0 | % | 6.0 | % | 5.0 | % |
The Company paid a cash dividend of $0.04 per common share on February 1, 2014 and cash dividends of $0.05 per common share each on May 1 and August 1, 2014. In 2013, the Company paid a cash dividend of $0.03 per common share on February 1 and cash dividends of $0.04 per common share each on May 1 and August 1. The Company paid the final 5.00% cash dividend on its Series A preferred shares in the amount of approximately $266 at the time of redemption, which was completed on February 15, 2014. The Company also paid a 6.50% cash dividend on its Series B preferred shares in the amount of approximately $388 on March 17, 2014 and 6.50% cash dividends on its Series B preferred shares in the amount of approximately $406 each on June 16 and September 15, 2014.
Liquidity
The Company maintains a conservative liquidity position. All securities are classified as available for sale. Securities, with maturities of one year or less, totaled $135, or 0.1 percent of the total security portfolio. The available for sale portfolio helps to provide the Company with the ability to meet its funding needs. The Consolidated Statements of Cash Flows (Unaudited) contained in the consolidated financial statements detail the Companys cash flows from operating activities resulting from net earnings.
Page 60
First Citizens Banc Corp
Managements Discussion and Analysis of Financial Condition and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
Net cash provided by operations for the period ended September 30, 2014 was $11,043. This includes net income of $7,257 plus net adjustments of $3,786 to reconcile net earnings to net cash provided by operations. Cash provided by operations is primarily from proceeds from sale of loans, net change in other assets and accrued expenses and provision for loan losses of $29,616, $1,347 and $1,500, respectively. This increase was offset by loans originated for sale of $30,107. Cash used by investing activities was $22,406 for the period ended September 30, 2014. Cash received from investing activities is primarily from maturing and called securities, sold securities and the redemption of FHLB stock of $38,343, $18,088 and $3,009, respectively. This increase in cash was offset by security purchases, net loan repayments and consumer loan purchases of $54,425, $25,406 and $3,120, respectively. Cash provided from financing activities for the first nine months of 2014 totaled $1,305. The increase of cash from financing activities is due to the net change in deposits and FHLB advances of $38,159 and $18,700, respectively for the first nine months of 2014. Noninterest-bearing deposits increased $18,178 from year-end 2013, while interest-bearing deposits, including savings and time deposits, increased $19,981 during the first nine months of 2014. Cash of $22,857 was used to repurchase the Companys Series A Preferred Stock during the first quarter of 2014. In addition, securities sold under agreements to repurchase increased $75 and $2,546 was used to pay dividends. Cash and cash equivalents decreased from $34,186 at December 31, 2013 to $24,128 at September 30, 2014.
Future loan demand of Citizens may be funded by increases in deposit accounts, proceeds from payments on existing loans, the maturity of securities, and the sale of securities classified as available for sale. Additional sources of funds may also come from borrowing in the Federal Funds market and/or borrowing from the FHLB. Through its correspondent banks, Citizens maintains federal funds borrowing lines totaling $35,000. As of September 30, 2014, Citizens had total credit availability with the FHLB of $124,503, with a remaining borrowing capacity of approximately $75,103.
Page 61
First Citizens Banc Corp
Quantitative and Qualitative Disclosures About Market Risk
Form 10-Q
(Amounts in thousands, except share data)
ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk |
The Companys primary market risk exposure is interest-rate risk and, to a lesser extent, liquidity risk. All of the Companys transactions are denominated in U.S. dollars with no specific foreign exchange exposure.
Interest-rate risk is the exposure of a banking organizations financial condition to adverse movements in interest rates. Accepting this risk can be an important source of profitability and shareholder value. However, excessive levels of interest-rate risk can pose a significant threat to the Companys earnings and capital base. Accordingly, effective risk management that maintains interest-rate risk at prudent levels is essential to the Companys safety and soundness.
Evaluating a financial institutions exposure to changes in interest rates includes assessing both the adequacy of the management process used to control interest-rate risk and the organizations quantitative level of exposure. When assessing the interest-rate risk management process, the Company seeks to ensure that appropriate policies, procedures, management information systems and internal controls are in place to maintain interest-rate risk at prudent levels with consistency and continuity. Evaluating the quantitative level of interest rate risk exposure requires the Company to assess the existing and potential future effects of changes in interest rates on its consolidated financial condition, including capital adequacy, earnings, liquidity and, where appropriate, asset quality.
The Federal Reserve Board, together with the Office of the Comptroller of the Currency and the Federal Deposit Insurance Company, adopted a Joint Agency Policy Statement on interest-rate risk, effective June 26, 1996. The policy statement provides guidance to examiners and bankers on sound practices for managing interest-rate risk, which will form the basis for ongoing evaluation of the adequacy of interest-rate risk management at supervised institutions. The policy statement also outlines fundamental elements of sound management that have been identified in prior Federal Reserve guidance and discusses the importance of these elements in the context of managing interest-rate risk. Specifically, the guidance emphasizes the need for active board of director and senior management oversight and a comprehensive risk-management process that effectively identifies, measures, and controls interest-rate risk.
Financial institutions derive their income primarily from the excess of interest collected over interest paid. The rates of interest an institution earns on its assets and owes on its liabilities generally are established contractually for a period of time. Since market interest rates change over time, an institution is exposed to lower profit margins (or losses) if it cannot adapt to interest-rate changes. For example, assume that an institutions assets carry intermediate- or long-term fixed rates and that those assets were funded with short-term liabilities. If market interest rates rise by the time the short-term liabilities must be refinanced, the increase in the institutions interest expense on its liabilities may not be sufficiently offset if assets continue to earn at the long-term fixed rates. Accordingly, an institutions profits could decrease on existing assets because the institution will have either lower net interest income or, possibly, net interest expense. Similar risks exist when assets are subject to contractual interest-rate ceilings, or rate sensitive assets are funded by longer-term, fixed-rate liabilities in a decreasing-rate environment.
Page 62
First Citizens Banc Corp
Quantitative and Qualitative Disclosures About Market Risk
Form 10-Q
(Amounts in thousands, except share data)
Several techniques may be used by an institution to minimize interest-rate risk. One approach used by the Company is to periodically analyze its assets and liabilities and make future financing and investment decisions based on payment streams, interest rates, contractual maturities, and estimated sensitivity to actual or potential changes in market interest rates. Such activities fall under the broad definition of asset/liability management. The Companys primary asset/liability management technique is the measurement of the Companys asset/liability gap, that is, the difference between the cash flow amounts of interest sensitive assets and liabilities that will be refinanced (or repriced) during a given period. For example, if the asset amount to be repriced exceeds the corresponding liability amount for a certain day, month, year, or longer period, the institution is in an asset sensitive gap position. In this situation, net interest income would increase if market interest rates rose or decrease if market interest rates fell. If, alternatively, more liabilities than assets will reprice, the institution is in a liability sensitive position. Accordingly, net interest income would decline when rates rose and increase when rates fell. Also, these examples assume that interest rate changes for assets and liabilities are of the same magnitude, whereas actual interest rate changes generally differ in magnitude for assets and liabilities.
Several ways an institution can manage interest-rate risk include selling existing assets or repaying certain liabilities; matching repricing periods for new assets and liabilities, for example, by shortening terms of new loans or securities; and hedging existing assets, liabilities, or anticipated transactions. An institution might also invest in more complex financial instruments intended to hedge or otherwise change interest-rate risk. Interest rate swaps, futures contracts, options on futures, and other such derivative financial instruments often are used for this purpose. Because these instruments are sensitive to interest rate changes, they require management expertise to be effective. The Company has not purchased derivative financial instruments in the past and does not currently intend to purchase such instruments in the near future. Financial institutions are also subject to prepayment risk in falling rate environments. For example, mortgage loans and other financial assets may be prepaid by a debtor so that the debtor may refinance its obligations at new, lower rates. Prepayments of assets carrying higher rates reduce the Companys interest income and overall asset yields. A large portion of an institutions liabilities may be short-term or due on demand, while most of its assets may be invested in long-term loans or securities. Accordingly, the Company seeks to have in place sources of cash to meet short-term demands. These funds can be obtained by increasing deposits, borrowing, or selling assets. FHLB advances and wholesale borrowings may also be used as important sources of liquidity for the Company.
The following table provides information about the Companys financial instruments that were sensitive to changes in interest rates as of December 31, 2013 and September 30, 2014, based on certain prepayment and account decay assumptions that management believes are reasonable. The table shows the changes in the Companys net portfolio value (in amount and percent) that would result from hypothetical interest rate increases of 200 basis points and 100 basis points and an interest rate decrease of 100 basis points at September 30, 2014 and December 31, 2013.
Page 63
First Citizens Banc Corp
Quantitative and Qualitative Disclosures About Market Risk
Form 10-Q
(Amounts in thousands, except share data)
The Company had no significant derivative financial instruments or trading portfolio as of December 31, 2013 or September 30, 2014. Expected maturity date values for interest-bearing core deposits were calculated based on estimates of the period over which the deposits would be outstanding. The Companys borrowings were tabulated by contractual maturity dates and without regard to any conversion or repricing dates.
Net Portfolio Value | ||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Change in Rates |
Dollar Amount |
Dollar Change |
Percent Change |
Dollar Amount |
Dollar Change |
Percent Change |
||||||||||||||||||
+200bp | 163,426 | 14,642 | 10 | % | 154,501 | 8,613 | 6 | % | ||||||||||||||||
+100bp | 157,729 | 8,945 | 6 | % | 151,871 | 5,983 | 4 | % | ||||||||||||||||
Base | 148,784 | | | 145,888 | | | ||||||||||||||||||
-100bp | 150,808 | 2,024 | 1 | % | 160,141 | 14,253 | 10 | % |
The change in net portfolio value from December 31, 2013 to September 30, 2014, can be attributed to two factors. The yield curve has seen a downward, nearly parallel, shift since the end of the year, although the shorter end of the curve shifted less. Additionally, both the mix of assets and funding sources has changed. The mix of assets has shifted toward loans and cash and away from securities, which leads to less volatility. The funding mix shifted from CDs and borrowed money to deposits, which tends to increase volatility. The shifts in mixes led to the increase in the base. Beyond the change in the base level of net portfolio value, projected movements in rates, up or down, would also lead to changes in market values. The change in the rates up scenarios for both the 100 and 200 basis point movements would lead to a faster decrease in the fair value of liabilities, compared to assets. Accordingly we would see an increase in the net portfolio value. A downward change in rates would lead to an increase in the net portfolio value as the fair value of assets would increase more quickly than the fair value of liabilities.
Page 64
First Citizens Banc Corp
Controls and Procedures
Form 10-Q
(Amounts in thousands, except share data)
ITEM 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive and our principal financial officers, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our principal executive and our principal financial officers concluded that our disclosure controls and procedures as of September 30, 2014, were effective.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Companys internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the Companys most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
Page 65
First Citizens Banc Corp
Other Information
Form 10-Q
Page 66
Signatures
Form 10-Q
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.
First Citizens Banc Corp | ||||
/s/ James O. Miller |
November 7, 2014 | |||
James O. Miller | Date | |||
President, Chief Executive Officer | ||||
/s/ Todd A. Michel |
November 7, 2014 | |||
Todd A. Michel | Date | |||
Senior Vice President, Controller |
Page 67
First Citizens Banc Corp
Index to Exhibits
Form 10-Q
Exhibits
Exhibit |
Description |
Location | ||
2.1 |
Agreement and Plan of Merger, dated as September 10, 2014, by and among First Citizens Banc Corp, FC Merger Corp. and TCNB Financial Corp. | Filed as Exhibit 2.1 to First Citizens Banc Corps Current Report on Form 8-K dated and filed September 11, 2014, and incorporated herein by reference. (File No. 1-36192) | ||
3.1(a) |
Articles of Incorporation, as amended, of First Citizens Banc Corp. | Filed as Exhibit 3.1 to First Citizens Banc Corps Annual Report on Form 10-K for the year ended December 31, 2005, filed on March 16, 2006 and incorporated herein by reference. (File No. 0-25980) | ||
3.1(b) |
Certificate of Amendment by Shareholders or Members as filed with the Ohio Secretary of State on January 12, 2009, evidencing the adoption by the shareholders of First Citizens Banc Corp on January 5, 2009 of an amendment to Article FOURTH to authorize the issuance of up to 200,000 preferred shares, without par value. | Filed as Exhibit 3.1(b) to First Citizens Banc Corps Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 16, 2009 and incorporated herein by reference. (File No. 0-25980) | ||
3.1(c) |
Certificate of Amendment by Directors or Incorporators to Articles, filed with the Ohio Secretary of State on January 21, 2009, evidencing adoption of an amendment by the Board of Directors of First Citizens Banc Corp to Article FOURTH to establish the express terms of the Fixed Rate Cumulative Perpetual Preferred Shares, Series A, of First Citizens. | Filed as Exhibit 3.1 to First Citizens Banc Corps Current Report on Form 8-K dated and filed January 26, 2009, and incorporated herein by reference. (File No. 0-25980) | ||
3.1(d) |
Certificate of Amendment by Directors or Incorporators to Articles, filed with the Ohio Secretary of State on November 1, 2013, evidencing adoption of an amendment by the Board of Directors of First Citizens Banc Corp to Article FOURTH to establish the express terms of the 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Shares, Series B, of First Citizens Banc Corp. | Filed as Exhibit 3.4 to First Citizens Banc Corps Pre-Effective Amendment No. 1 to Form S-1 Registration Statement dated and filed November 1, 2013, and incorporated herein by reference. (File No. 333-191169) | ||
3.2 |
Amended and Restated Code of Regulations of First Citizens Banc Corp (adopted April 15, 2008). | Included herewith | ||
31.1 |
Rule 13a-14(a)/15-d-14(a) Certification of Chief Executive Officer. | Included herewith | ||
31.2 |
Rule 13a-14(a)/15-d-14(a) Certification of Principal Accounting Officer. |
Included herewith |
Page 68
First Citizens Banc Corp
Index to Exhibits
Form 10-Q
32.1 |
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Included herewith | ||
32.2 |
Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Included herewith | ||
101 |
The following materials from First Citizens Banc Corps Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, formatted in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets (Unaudited) as of September 30, 2014 and December 31, 2013; (ii) Consolidated Statements of Income (Unaudited) for the three and nine months ended September 30, 2014 and 2013; (iii) Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended September 30, 2014 and 2013; (iv) Condensed Consolidated Statement of Shareholders Equity (Unaudited) for the three and nine months ended September 30, 2014; (v) Condensed Consolidated Statement of Cash Flows (Unaudited) for the three and nine months ended September 30, 2014 and 2013; and (vi) Notes to Interim Consolidated Financial Statements (Unaudited). | Included herewith |
Page 69
Exhibit 3.2
AMENDED AND RESTATED
CODE OF REGULATIONS
OF
FIRST CITIZENS BANC CORP
AMENDED AND RESTATED
CODE OF REGULATIONS
OF
FIRST CITIZENS BANC CORP
Table of Contents
Page | ||||||
ARTICLE I Offices | 3 | |||||
Section 1. | Principal Office | 3 | ||||
Section 2. | Other Offices | 3 | ||||
ARTICLE II Meetings of Shareholders | 3 | |||||
Section 1. | Annual Meeting | 3 | ||||
Section 2. | Special Meetings | 3 | ||||
Section 3. | Place of Meetings | 4 | ||||
Section 4. | Notice of Meetings | 4 | ||||
Section 5. | Waiver of Notice | 4 | ||||
Section 6. | Quorum | 4 | ||||
Section 7. | Advance Notice of Shareholder Proposals | 5 | ||||
Section 8. | Action Without Meeting | 6 | ||||
ARTICLE III Directors | 6 | |||||
Section 1. | Number and Term | 6 | ||||
Section 2. | Nominations | 7 | ||||
Section 3. | Removal | 8 | ||||
ARTICLE IV Meeting and Compensation of Directors | 8 | |||||
Section 1. | Meetings of the Board | 8 | ||||
Section 2. | Quorum | 9 | ||||
Section 3. | Action Without Meeting | 10 | ||||
Section 4. | Compensation | 10 | ||||
Section 5. | By-Laws | 10 | ||||
ARTICLE V Committees | 10 | |||||
Section 1. | Executive Committees | 10 | ||||
Section 2. | Other Committees | 11 | ||||
ARTICLE VI Officers | 11 | |||||
Section 1. | General Provisions | 11 | ||||
Section 2. | Term of Office | 12 | ||||
ARTICLE VII Duties of Officers | 12 | |||||
Section 1. | Chairman of the Board | 12 | ||||
Section 2. | Vice Chairman of the Board | 12 | ||||
Section 3. | President | 12 | ||||
Section 4. | Vice Presidents | 13 | ||||
Section 5. | Secretary | 13 | ||||
Section 6. | Treasurer | 14 | ||||
Section 7. | Assistant and Subordinate Officers | 14 | ||||
Section 8. | Duties of Officers May Be Delegated | 14 |
ARTICLE VIII Indemnification | 15 | |||||
ARTICLE IX Certificates For Shares | 16 | |||||
Section 1. | Form and Execution | 16 | ||||
Section 2. | Lost, Mutilated or Destroyed Certificates | 17 | ||||
Section 3. | Registered Shareholders | 17 | ||||
ARTICLE X Fiscal Year | 17 | |||||
ARTICLE XI Amendments | 17 |
AMENDED AND RESTATED
CODE OF REGULATIONS
OF
FIRST CITIZENS BANC CORP
ARTICLE I
Offices
Section 1. Principal Office. The principal office of the Corporation shall be at such place in the City of Sandusky, Ohio, as may be designated from time to time by the Board of Directors.
Section 2. Other Offices. The Corporation shall also have offices at such other places without, as well as within, the State of Ohio, as the Board of Directors may from time to time determine.
ARTICLE II
Meetings of Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders of the Corporation for the purpose of electing directors and transacting such other business as may come before the meeting, shall be held between the hours of 8:00 a.m. and 5:00 p.m. on the third Tuesday of April of each year, but if a legal holiday, then on the next business day following, or at such other time as may be fixed by the Board of Directors.
Section 2. Special Meetings. Special meetings of the shareholder may be called at any time by the Chairman of the Board of Directors, the President, a majority of the Board of Directors acting with or without a meeting, or shareholders owning, in the aggregate, not less than twenty-five percent (25%) of the stock of the Corporation.
Section 3. Place of Meetings. Meetings of shareholders shall be held at the main office of the Corporation unless the Board of Directors decides that a meeting shall be held at some other place within or without the State of Ohio and causes the notice thereof to so state.
Section 4. Notice of Meetings. Unless waived, notice of each annual or special meeting shall be given in accordance with applicable law to each shareholder of record (a) as of the day next preceding the day on which notice is given or (b) if a record date thereof is duly fixed, of record as of said date. Notice of such meeting shall be given or mailed, postage prepaid, at least seven (7) and not more than sixty (60) days prior to the date of the meeting. If mailed, it shall be directed to a shareholder at his address as the name appears upon the records of the Corporation.
All notices with respect to any shares of record in the names of two or more persons may be given to whichever of such persons is named first on the books of the Corporation, and notice so given shall be effective as to all the holders of record of such shares.
Every person who by operation of law, transfer, or otherwise shall become entitled to any share or right or interest therein, shall be bound by every notice in respect of such share which, prior to his name and address being entered upon the books of the Corporation as the registered holder of such share, shall have been given to the person in whose name such share appeared of record.
Section 5. Waiver of Notice. Any shareholder, either before or after any meeting, may waive any notice required to be given by law or under these Regulations.
Section 6. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of the shareholders, unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and a meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Incorporation.
Section 7. Advance Notice of Shareholder Proposals. At any annual meeting of shareholders, proposals by shareholders shall be considered if advance notice thereof has been timely
given as provided in this Section 7 and such proposals are otherwise proper for consideration under applicable law, the Articles of Incorporation of the Corporation and these Regulations. Notice of any proposal to be presented by any shareholder shall be given in writing to the Secretary of the Corporation and received at the Corporations principal executive offices, not less than 60 nor more than 90 days prior to the shareholders meeting; provided, however, that in the event that less than 75 days notice to the shareholders or prior public disclosure of the date of the meeting is given or made, the written notice of such shareholders intent to make such proposal must be received by the Secretary not later than the close of business on the fifteenth day following the earlier of the day on which such notice of the date of the meeting was given or such public disclosure was made. Any shareholder who gives notice of any such proposal shall deliver therewith (a) the text of the proposal to be presented, (b) a brief written statement of the reasons why such shareholder favors the proposal, (c) such shareholders name and record address, the number and class of all shares of each class of stock of the Corporation beneficially owned by such shareholder, and (d) any material interest of such shareholder in the proposal (other than as a shareholder). The person presiding at the meeting in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall determine whether such notice under this Section 7 has not been given. No proposals by shareholders shall be considered at any special meeting of shareholders unless the special meeting was called for the purpose of considering such proposal. If, pursuant to law or rule of the Securities and Exchange Commission, the Corporation is required to set forth a proposal of a shareholder in its proxy statement, the provisions of such law or rule, to the extent applicable, shall prevail over any conflicting provisions of this Section 7 with respect to that shareholders proposal.
Section 8. Action Without Meeting. Any action which may be authorized or taken at any meeting of shareholders may be authorized or taken without a meeting in a writing or writings signed by all of the holders of shares who would be entitled to notice of a meeting of the shareholders held for such purpose. Such writing or writings shall be filed with or entered upon the records of the Corporation.
ARTICLE III
Directors
Section 1. Number and Term. The property, business and affairs of the Corporation shall be managed and controlled by the Board of Directors, no member of which shall be of the age of seventy-five (75) years or more on the date of his or her election, or the date of his or her appointment in the event of such appointment to fill a vacancy on the Board of Directors; provided, however, that such age qualification shall not apply to any person who may be serving as a member of the Board of Directors on April 14, 1997. The number of directors of the Corporation shall not be less than five nor more than twenty-five, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the whole Board of Directors. As used in these Regulations, the term whole Board means the total number of directors which the Corporation would have if there were no vacancies.
Members of the Board of Directors shall be elected each year at the annual meeting of stockholders to a one-year term. Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the number of directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, and any directors so chosen shall hold office until the next election of the directors and until their successors shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director.
Section 2. Nominations. Nominations of persons for election to the Board of the Corporation at a meeting of the stockholders may be made by or at the direction of the Board of Directors or may be made at a meeting of stockholders by any stockholder of the Corporation entitled to vote for the election of Directors at the meeting who complies with the notice procedures set forth in this Section 2 of Article III. Such nominations, other than those made by or at the direction of the Board, shall be made pursuant
to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholders notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 14 days nor more than 50 days prior to the meeting; provided, however, that in the event that less than 21 days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so delivered or mailed no later than the close of business on the 7th day following the day on which notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs, but in no event shall such timely notice of stockholder nomination be received by the Secretary of the Corporation less than seven (7) days prior to the stockholder meeting. Such stockholders notice to the Secretary shall set forth (a) as to each person whom the stockholder proposed to nominate for the election or re-election as a Director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, and (iii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person; and (b) as to the stockholder giving the notice (i) the name and record address of the stockholder and (ii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as Director of the Corporation. No person shall be eligible for election as a Director of the Corporation at a meeting of the stockholders unless nominated in accordance with the procedures set forth herein. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure and the defective nomination shall be disregarded.
Section 3. Removal. Any director or the entire Board of Directors may be removed with or without cause by the affirmative vote of a majority of the shares then entitled to vote at the election of directors. Notwithstanding the above, if, in the event of any proposed business combination transaction, as defined in Article Eighth of the Articles of Incorporation, the affirmative vote of eighty percent (80%) shall be required to remove any or the entire Board of Directors.
ARTICLE IV
Meetings and Compensation of Directors
Section 1. Meetings of the Board. A meeting of the Board of Directors shall be held immediately following the adjournment of each shareholders meeting at which directors are elected, or within ten (10) days thereafter, and notice of such meeting need not be given.
The Board of Directors may, by by-laws or resolution, provide for other meetings of the Board.
Special meetings of the Board of Directors may be held at any time upon call of the Chairman of the Board of Directors, President, a Vice President, or any two members of the Board.
Notice of any special meeting of the Board of Directors shall be mailed to each director, addressed to him at his residence or usual place of business, at least two (2) days before the date on which the meeting is to be held, or shall be given to him in any other manner permitted by applicable law within the time limits specified in such law. Every such notice shall state the time and place of the meeting but need not state the purposes thereof. Notice of any meeting of the Board need not be given to any director, however, if duly waived by him whether before or after such meeting is held, or if he shall be present at such meeting; and any meeting of the Board shall be a legal meeting without any notice thereof having been given, if all the directors shall be present thereat.
Meetings of the Board shall be held at the office of the Corporation, or at such other place, within or without the State of Ohio, as the Board may determine from time to time and as may be specified in the notice thereof. Meetings of the Board of Directors may also be held by the utilization of simultaneous telephonic communications linking all directors present at such meetings, and all such business conducted via such telephonic communication shall be considered legally enforceable by the Corporation.
Section 2. Quorum. A majority of the Board of Directors serving in such capacity shall constitute a quorum for the transaction of business, provided that whenever less than a quorum is present at the time and place appointed for any meeting of the Board, a majority of those present may adjourn the meeting from time to time, without notice other than by announcement at the meeting until a quorum shall be present.
Section 3. Action Without Meeting. Any action may be authorized or taken without a meeting in a writing or writings signed by all the directors, which writing or writings shall be filed with or entered upon the records of the Corporation.
Section 4. Compensation. The directors, as such, shall not receive any salary for their services, but by resolution of a majority of the stockholders entitled to vote for the election of directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore. Members of any standing or special committee may by resolution of the Board be allowed such compensation for their services as the Board may deem reasonable; additional compensation may be allowed to directors for special services rendered as the Board may deem reasonable.
Section 5. By-Laws. For the government of its actions, the Board of Directors may adopt by-laws consistent with the Articles of Incorporation and these Regulations.
ARTICLE V
Committees
Section 1. Executive Committee. The Board of Directors of the Corporation may form an Executive Committee of the Board of Directors and designate at least three of its members to constitute the members of such Executive Committee. The Board of Directors may also designate one or more of its members to be alternate members of the Executive Committee to take the place of any absent
member or members at any meeting of the Executive Committee. The Executive Committee shall have and may exercise, between meetings of the Board, all the powers and authority of the Board in the management of the business and affairs of the Corporation, except that the Executive Committee shall not have the power or authority to fill vacancies in the Board of Directors or in any committee of the Directors.
Section 2. Other Committees. The Board of Directors may by resolution provide for such standing or special committees as it deems desirable, and discontinue the same at pleasure. Each such committee shall have such powers and perform such duties, not inconsistent with law, as may be delegated to it by the Board of Directors. Vacancies in such committees shall be filled by the Board of Directors or as it may provide.
ARTICLE VI
Officers
Section 1. General Provisions. The Board of Directors shall elect a President, such number of Vice Presidents as the Board may from time to time determine, a Secretary and Treasurer, and, in its discretion, a Chairman of the Board of Directors and a Vice Chairman of the Board of Directors. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the Articles of Incorporation or these Resolutions to be executed, acknowledged or verified by two or more officers. If no such Chairman of the Board is elected by the Board of Directors, the President of the Corporation shall act as presiding officer of the Corporation. The Board of Directors may from time to time create such offices and appoint such other officers, subordinate officers and assistance officers as it may determine. The President and the Chairman of the Board shall be, but the other officers need not be, chosen from among the members of the Board of Directors.
Section 2. Term of Office. The officers of the Corporation shall hold office at the
pleasure of the Board of Directors and, unless sooner removed by the Board of Directors, until the reorganization meeting of the Board of Directors following the date of their election and until their successors are chosen and qualified.
The Board of Directors may remove any officer at any time, with or without cause, by a majority vote.
A vacancy in any office, however created, may be filled by the Board of Directors.
ARTICLE VII
Duties of Officers
Section 1. Chairman of the Board. The Chairman of the Board, if one be elected, shall preside at all meetings of the shareholders and Board of Directors and shall have such other powers and duties as may be prescribed by the Board of Directors or by the Ohio Revised Code.
Section 2. Vice Chairman of the Board. The Vice Chairman of the Board, if one be elected, shall preside at all meetings of the shareholders and the Board of Directors, in the absence of the Chairman of the Board. The Vice Chairman shall have such powers and duties as may be prescribed by the Board of Directors, or prescribed by the Chairman of the Board, or the Ohio Revised Code.
Section 3. President. The President shall be the chief executive officer of the Corporation and shall exercise supervision over the business of the Corporation and over its several officers, subject, however, to the control of the Board of Directors. In the absence of or if a Chairman of the Board shall not have been elected or a Vice Chairman shall not have been elected, the President shall preside at meetings of the shareholders and Board of Directors. He shall have authority to sign all certificates for shares and all deeds, mortgages, bonds, contracts, notes and other instruments requiring his signature; and shall have all the powers and duties prescribed by the Ohio Revised Code and such others as the Board of Directors may from time to time assign to him.
Section 4. Vice Presidents. The Vice Presidents shall perform such duties as are conferred upon them by these regulations or as may from time to time be assigned to them by the Board of Directors, the Chairman of the Board or the President. At the request of the President, or in his absence or disability, the Vice President, designated by the President (or in the absence of such designation, the Vice President designated by the Board), shall perform all the duties of the President, and when so acting, shall have all the powers of the President. The authority of Vice Presidents to sign in the name of the Corporation all certificates for shares and authorized deeds, mortgages, bonds, contracts, notes and other instruments, shall be coordinate with like authority of the President. Any one or more of the Vice Presidents may be designated as an Executive Vice President.
Section 5. Secretary. The Secretary shall keep minutes of all the proceedings of the shareholders and Board of Directors, and shall make proper record of the same, which shall be attested by him; sign all certificates for shares, and all deeds, mortgages, bonds, contracts, notes, and other instruments executed by the Corporation requiring his signature; give notice of meetings of shareholders and directors; produce on request at each meeting of shareholders for the election of directors a certified list of shareholders arranged in alphabetical order; keep such books as may be required by the Board of Directors and file all reports to States, to the Federal Government, and to foreign countries; and perform such other and further duties as may from time to time be assigned to him by the Board of Directors, the Chairman of the Board or by the President.
Section 6. Treasurer. The Treasurer shall have general supervision of all finances; he shall receive and have in charge all money, bills, notes, deeds, leases, mortgages and similar property belonging to the Corporation, and shall do with the same as may from time to time be required by the Board of Directors. He shall cause to be kept adequate and correct accounts of the business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, stated capital, and shares, together with such other accounts as may be required, and, upon the expiration
of his term of office, shall turn over to his successor or to the Board of Directors all property, books, papers and money of the Corporation in his hands; and he shall perform such other duties as from time to time may be assigned to him by the Board of Directors.
Section 7. Assistant and Subordinate Officers. The Board of Directors may appoint such assistant and subordinate officers as it may deem desirable. Each such officer shall hold office during the pleasure of the Board of Directors, and perform such duties as the Board of Directors may prescribe.
The Board of Directors may, from time to time, authorize any officer to appoint and remove assistant and subordinate officers, to prescribe their authority and duties, and to fix their compensation.
Section 8. Duties of Officers may be Delegated. In the absence of any officer of the Corporation, or for any other reason the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any director.
ARTICLE VIII
Indemnification
The Corporation shall indemnify, to the full extent permitted or authorized by applicable law, as it may from time to time be amended, any person made or threatened to be made a party to any suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, or employee of a bank, or other corporation, partnership, joint venture, trust or other enterprise, provided, however, that such person has acted in good faith and in a manner that the person reasonably believed to be in and not opposed to the best interest of the
Corporation and, with respect to any criminal action or proceeding, such person has no reasonable cause to believe his or her conduct was unlawful, and provided further that the Corporation shall not indemnify a person with respect to such persons willful misconduct. As a condition precedent to the indemnification provided by this Article VIII, the person to be indemnified must first: (1) promptly notify the President or the Secretary of the Corporation of any actual or potential action, suit or proceeding; and (2), except with respect to a criminal proceeding, authorize and permit the Corporation, in its sole discretion, to choose any legal counsel to defend and otherwise handle the action, suit or proceeding and matters related thereto (including, but not limited to, any counterclaims, cross-claims and defenses); and (3), except with respect to a criminal proceeding, permit the Corporation to assume total, complete and exclusive control of the action, suit or proceedings and all proceedings and matters related thereto (including, but not limited to, any counterclaims, cross-claims and defenses); and (4), in all respects, cooperate with the Corporation and its counsel in the defense and/or settlement of the action, suit or proceeding and in the prosecution and/or settlement of any counterclaims, cross-claims and defenses. The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under the Articles of Incorporation of the Corporation or these Regulations, or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, trustee, officer or employee and shall inure to the benefit of the heirs, executors and administrators of such a person.
ARTICLE IX
Certificates for Shares
Section 1. Form and Execution. Certificates for shares shall be issued to each shareholder in such form as shall be approved by the Board of Directors. Such certificates shall be executed in the manner provided by applicable law and shall certify the number and class of shares held by the
shareholder in the Corporation, but no certificates for shares shall be delivered until such shares are fully paid. When such a certificate is countersigned by an incorporated transfer agent or registrar, the signature of any of said officers of the Corporation may be a facsimile, or engraved, stamped or printed. Although any officer of the Corporation whose manual or facsimile signature is affixed to a share certificate shall cease to be such officer before the certificate is delivered, such certificate, nevertheless, shall be effective in all respects when delivered.
Such certificate for shares shall be transferable in person or by attorney, but, except as hereinafter provided in the case of lost, mutilated or destroyed certificates, no transfer of shares shall be entered upon the records of the Corporation until the previous certificates, if any, given for the same shall have been surrendered and canceled.
Section 2. Lost, Mutilated or Destroyed Certificates. If any certificate for shares is lost, mutilated or destroyed, the Board of Directors may authorize the issuance of a new certificate in place thereof, upon such terms and conditions as it may deem advisable. The Board of Directors in its discretion may refuse to issue such new certificates until the Corporation has been indemnified by a final order or decree of a court of competent jurisdiction.
Section 3. Registered Shareholders. A person in whose name shares are of record on the books of the Corporation shall conclusively be deemed the unqualified owner thereof for all purposes and have capacity to exercise all rights of ownership. Neither the Corporation nor any transfer agent of the Corporation shall be bound to recognize any equitable interest in or claim to such shares on the part of any other person, whether disclosed upon such certificate or otherwise, nor shall they be obliged to see to the execution of any trust or obligation.
ARTICLE X
Fiscal Year
The fiscal year of the Corporation shall end on the 31st day of December in each year, or on such other day as may be fixed from time to time by the Board of Directors.
ARTICLE XI
Amendments
These Regulations may be amended or repealed at any meeting of shareholders called for that purpose by the affirmative vote of the holders of record of shares entitling them to exercise a majority of the voting power on such proposal or, without a meeting, by the written consent of the holders of record of shares entitling them to exercise two-thirds (2/3) of the voting power on such proposal.
/s/ James E. McGookey | ||
(Secretary) | ||
Date: | April 17, 2007 |
ANNEX A
ARTICLE IX
Stock
Section 1. Form and Execution. Shares of the Corporations stock may be owned either in (i) certificated form, in which ownership of the shares is represented by a physical certificate, or (ii) uncertificated form, pursuant to a Director Registration System in connection with which shares will be held in book-entry form and no physical certificate is printed. Each shareholder shall be entitled upon request to a certificate or certificates which shall represent and certify the number and kind and class of shares owned in the Corporation.
Each certificate shall be executed in the manner provided by applicable law. The signatures on a certificated stock certificate may be manual, facsimile, engraved, stamped or printed. Even if any officer of the Corporation whose signature appears on a share certificate ceases to be such officer before the certificate is delivered, the certificate may be issued by the Corporation with the same effect as if the officer held such office on the date of its delivery.
Section 2. Transfers. Transfers of shares of the Corporations stock shall be accomplished either (i), if in certificated form, by a transfer of the stock certificate representing the shares, or (ii), if in uncertificated form, by electronic book-entry transfer pursuant to a Direct Registration System. Upon surrender to the Corporation or its transfer agent of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, or upon transfer of book-entry ownership, the Corporation shall issue new shares to the person entitled thereto, cancel the old shares and record the transaction on its books.
Section 302 Certification
For Principal Executive Officer
Exhibit 31.1
I, James O. Miller, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of First Citizens 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 (the registrants fourth fiscal quarter in the case of an annual report) 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. |
Signature and Title: |
/s/ James O. Miller, President, Chief Executive Officer |
Date: | November 7, 2014 |
Section 302 Certification
For Principal Accounting Officer
Exhibit 31.2
I, Todd A. Michel, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of First Citizens 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 (the registrants fourth fiscal quarter in the case of an annual report) 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. |
Signature and Title: |
/s/ Todd A. Michel, Senior Vice President, Controller |
Date: | November 7, 2014 |
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 First Citizens Banc Corp (the Company) on Form 10-Q for the period ending September 30, 2014 as filed with the Securities and Exchange Commission on the date of this certification (the Report), I, James O. Miller, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 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 Company. |
/s/ James O. Miller
James O. Miller
Chief Executive Officer
November 7, 2014
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 First Citizens Banc Corp (the Company) on Form 10-Q for the period ending September 30, 2014 as filed with the Securities and Exchange Commission on the date of this certification (the Report), I, Todd A. Michel, Senior Vice President and Controller of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 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 Company. |
/s/ Todd A. Michel
Todd A. Michel
Senior Vice President and Controller
November 7, 2014
Loans - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified |
Sep. 30, 2014
|
Dec. 31, 2013
|
---|---|---|
Receivables [Abstract] | ||
Deferred loan fees | $ 261 | $ 365 |
Commitments, Contingencies and Off-Balance-Sheet Risk - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified |
9 Months Ended | 12 Months Ended |
---|---|---|
Sep. 30, 2014
|
Dec. 31, 2013
|
|
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Maximum period of commitments to make loans | 1 year | |
Maximum time period of maturities | 30 years | |
Average reserve balance under Federal Reserve Board requirements | $ 4,922 | $ 2,959 |
Minimum [Member]
|
||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Range of fixed interest rate loan commitments | 3.05% | 3.05% |
Maximum [Member]
|
||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Range of fixed interest rate loan commitments | 8.75% | 13.75% |
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