Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
For the quarterly period ended March 31, 2011
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: 000-49929
ACCESS NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of
incorporation or organization)
|
82-0545425
(I.R.S. Employer
Identification No.)
|
1800 Robert Fulton Drive, Suite 300, Reston, Virginia 20191
(Address of principal executive offices) (Zip Code)
(703) 871-2100
(Registrant's telephone number, including area code)
N/A
(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 ¨ 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.
Large accelerated filer ¨
|
|
Accelerated filer ¨
|
Non-accelerated filer ¨ (Do not check if a 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 Exchange Act). Yes o No x
The number of shares outstanding of Access National Corporation’s common stock, par value $0.835, as of May 11, 2011 was 10,329,331 shares.
Table of Contents
ACCESS NATIONAL CORPORATION
FORM 10-Q
INDEX
PART I
|
FINANCIAL INFORMATION
|
|
Item 1.
|
Financial Statements (Unaudited)
|
Page 2
|
|
Consolidated Balance Sheets, March 31, 2011 and December 31, 2010 (Audited)
|
Page 2
|
|
Consolidated Statements of Income, three months ended March 31, 2011 and 2010
|
Page 3
|
|
Consolidated Statements of Changes in Shareholders' Equity, three months ended March 31, 2011 and 2010
|
Page 4
|
|
Consolidated Statements of Cash Flows, three months ended March 31, 2011 and 2010
|
Page 5
|
|
Notes to Consolidated Financial Statements (Unaudited)
|
Page 6
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
Page 25
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Page 37
|
Item 4.
|
Controls and Procedures
|
Page 38
|
|
PART II
|
OTHER INFORMATION
|
|
|
|
|
Item 1.
|
Legal Proceedings
|
Page 39
|
Item1A.
|
Risk Factors
|
Page 39
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Page 39
|
Item 3.
|
Defaults Upon Senior Securities
|
Page 39
|
Item 4.
|
(Removed and Reserved)
|
Page 40
|
Item 5.
|
Other Information
|
Page 40
|
Item 6.
|
Exhibits
|
Page 40
|
|
Signatures
|
Page 41
|
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ACCESS NATIONAL CORPORATION
Consolidated Balance Sheets
(In Thousands, Except for Share Data)
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2011
|
|
|
2010
|
|
|
|
(Unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$ |
9,308 |
|
|
$ |
9,198 |
|
Interest-bearing deposits in other banks and federal funds sold
|
|
|
32,693 |
|
|
|
102,709 |
|
Securities available for sale, at fair value
|
|
|
124,983 |
|
|
|
124,307 |
|
Restricted stock
|
|
|
4,438 |
|
|
|
4,438 |
|
Loans held for sale, at fair value
|
|
|
33,689 |
|
|
|
82,244 |
|
Loans
|
|
|
497,469 |
|
|
|
491,529 |
|
Allowance for loan losses
|
|
|
(10,722 |
) |
|
|
(10,527 |
) |
Net loans
|
|
|
486,747 |
|
|
|
481,002 |
|
Premises and equipment
|
|
|
8,876 |
|
|
|
8,934 |
|
Accrued interest receivable
|
|
|
2,396 |
|
|
|
2,380 |
|
Other real estate owned
|
|
|
1,859 |
|
|
|
1,859 |
|
Other assets
|
|
|
12,209 |
|
|
|
14,753 |
|
Total assets
|
|
$ |
717,198 |
|
|
$ |
831,824 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
|
|
|
|
|
|
Noninterest-bearing deposits
|
|
$ |
87,597 |
|
|
$ |
83,972 |
|
Savings and interest-bearing deposits
|
|
|
148,485 |
|
|
|
158,352 |
|
Time deposits
|
|
|
260,077 |
|
|
|
385,524 |
|
Total deposits
|
|
|
496,159 |
|
|
|
627,848 |
|
Other liabilities
|
|
|
|
|
|
|
|
|
Short-term borrowings
|
|
|
127,053 |
|
|
|
80,348 |
|
Long-term borrowings
|
|
|
6,482 |
|
|
|
37,034 |
|
Subordinated debentures
|
|
|
6,186 |
|
|
|
6,186 |
|
Other liabilities and accrued expenses
|
|
|
6,846 |
|
|
|
8,215 |
|
Total liabilities
|
|
$ |
642,726 |
|
|
$ |
759,631 |
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Common stock, par value, $0.835; authorized, 60,000,000 shares; issued and outstanding, 10,330,508 shares at March 31, 2011 and 10,376,169 shares at December 31, 2010
|
|
$ |
8,626 |
|
|
$ |
8,664 |
|
Additional paid in capital
|
|
|
17,572 |
|
|
|
17,794 |
|
Retained earnings
|
|
|
49,595 |
|
|
|
47,530 |
|
Accumulated other comprehensive income (loss), net
|
|
|
(1,321 |
) |
|
|
(1,795 |
) |
Total shareholders' equity
|
|
|
74,472 |
|
|
|
72,193 |
|
Total liabilities and shareholders' equity
|
|
$ |
717,198 |
|
|
$ |
831,824 |
|
See accompanying notes to consolidated financial statements (Unaudited).
ACCESS NATIONAL CORPORATION
Consolidated Statements of Income
(In Thousands, Except for Share Data)
(Unaudited)
|
|
Three Months Ended March 31,
|
|
|
|
2011
|
|
|
2010
|
|
Interest and Dividend Income
|
|
|
|
|
|
|
Interest and fees on loans
|
|
$ |
7,882 |
|
|
$ |
7,872 |
|
Interest on deposits in other banks
|
|
|
55 |
|
|
|
37 |
|
Interest and dividends on securities
|
|
|
633 |
|
|
|
350 |
|
Total interest and dividend income
|
|
|
8,570 |
|
|
|
8,259 |
|
|
|
|
|
|
|
|
|
|
Interest Expense
|
|
|
|
|
|
|
|
|
Interest on deposits
|
|
|
1,511 |
|
|
|
1,968 |
|
Interest on short-term borrowings
|
|
|
377 |
|
|
|
265 |
|
Interest on long-term borrowings
|
|
|
62 |
|
|
|
389 |
|
Interest on subordinated debentures
|
|
|
53 |
|
|
|
52 |
|
Total interest expense
|
|
|
2,003 |
|
|
|
2,674 |
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
6,567 |
|
|
|
5,585 |
|
Provision for loan losses
|
|
|
223 |
|
|
|
198 |
|
Net interest income after provision for loan losses
|
|
|
6,344 |
|
|
|
5,387 |
|
|
|
|
|
|
|
|
|
|
Noninterest Income
|
|
|
|
|
|
|
|
|
Service fees on deposit accounts
|
|
|
173 |
|
|
|
160 |
|
Gain on sale of loans
|
|
|
5,516 |
|
|
|
5,240 |
|
Mortgage broker fee income
|
|
|
336 |
|
|
|
338 |
|
Other income
|
|
|
(186 |
) |
|
|
285 |
|
Total noninterest income
|
|
|
5,839 |
|
|
|
6,023 |
|
|
|
|
|
|
|
|
|
|
Noninterest Expense
|
|
|
|
|
|
|
|
|
Salaries and employee benefits
|
|
|
5,393 |
|
|
|
5,252 |
|
Occupancy and equipment
|
|
|
665 |
|
|
|
684 |
|
Other operating expenses
|
|
|
2,573 |
|
|
|
3,567 |
|
Total noninterest expense
|
|
|
8,631 |
|
|
|
9,503 |
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
3,552 |
|
|
|
1,907 |
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
1,265 |
|
|
|
691 |
|
NET INCOME
|
|
$ |
2,287 |
|
|
$ |
1,216 |
|
|
|
|
|
|
|
|
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.22 |
|
|
$ |
0.12 |
|
Diluted
|
|
$ |
0.22 |
|
|
$ |
0.11 |
|
|
|
|
|
|
|
|
|
|
Average outstanding shares:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
10,359,386 |
|
|
|
10,572,017 |
|
Diluted
|
|
|
10,404,677 |
|
|
|
10,589,506 |
|
See accompanying notes to consolidated financial statements (Unaudited).
ACCESS NATIONAL CORPORATION
Consolidated Statements of Changes in Shareholders' Equity
(In Thousands, Except for Share Data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Compre-
|
|
|
|
|
|
|
Common
|
|
|
Paid in
|
|
|
Retained
|
|
|
hensive
|
|
|
|
|
|
|
Stock
|
|
|
Capital
|
|
|
Earnings
|
|
|
Income (Loss)
|
|
|
Total
|
|
Balance, December 31, 2010
|
|
$ |
8,664 |
|
|
$ |
17,794 |
|
|
$ |
47,530 |
|
|
$ |
(1,795 |
) |
|
$ |
72,193 |
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
- |
|
|
|
- |
|
|
|
2,287 |
|
|
|
- |
|
|
|
2,287 |
|
Other comprehensive income, unrealized holding gains arising during the period (net of tax, $244)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
474 |
|
|
|
474 |
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,761 |
|
Stock option exercises (0 shares)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Dividend reinvestment plan (0 shares)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Repurchased under share repurchase program (45,661 shares)
|
|
|
(38 |
) |
|
|
(282 |
) |
|
|
- |
|
|
|
- |
|
|
|
(320 |
) |
Cash dividends
|
|
|
- |
|
|
|
- |
|
|
|
(222 |
) |
|
|
- |
|
|
|
(222 |
) |
Stock-based compensation expense recognized in earnings
|
|
|
- |
|
|
|
60 |
|
|
|
- |
|
|
|
- |
|
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2011
|
|
$ |
8,626 |
|
|
$ |
17,572 |
|
|
$ |
49,595 |
|
|
$ |
(1,321 |
) |
|
$ |
74,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009
|
|
$ |
8,799 |
|
|
$ |
18,552 |
|
|
$ |
40,377 |
|
|
$ |
50 |
|
|
$ |
67,778 |
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
- |
|
|
|
- |
|
|
|
1,216 |
|
|
|
- |
|
|
|
1,216 |
|
Other comprehensive income, unrealized holdings losses arising during the period (net of tax, $59)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(115 |
) |
|
|
(115 |
) |
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,101 |
|
Stock option exercises (15,000 shares)
|
|
|
13 |
|
|
|
39 |
|
|
|
- |
|
|
|
- |
|
|
|
52 |
|
Dividend reinvestment plan (74,721 shares)
|
|
|
62 |
|
|
|
355 |
|
|
|
- |
|
|
|
- |
|
|
|
417 |
|
Repurchased under share repurchase program (11,836 shares)
|
|
|
(10 |
) |
|
|
(61 |
) |
|
|
- |
|
|
|
- |
|
|
|
(71 |
) |
Cash dividends
|
|
|
- |
|
|
|
- |
|
|
|
(106 |
) |
|
|
- |
|
|
|
(106 |
) |
Stock-based compensation expense recognized in earnings
|
|
|
- |
|
|
|
46 |
|
|
|
- |
|
|
|
- |
|
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2010
|
|
$ |
8,864 |
|
|
$ |
18,931 |
|
|
$ |
41,487 |
|
|
$ |
(65 |
) |
|
$ |
69,217 |
|
See accompanying notes to consolidated financial statements (Unaudited).
ACCESS NATIONAL CORPORATION
Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
|
|
Three Months Ended March 31,
|
|
|
|
2011
|
|
|
2010
|
|
Cash Flows from Operating Activities
|
|
|
|
|
|
|
Net income
|
|
$ |
2,287 |
|
|
$ |
1,216 |
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
Provision for loan losses
|
|
|
223 |
|
|
|
198 |
|
Provision for losses on mortgage loans sold
|
|
|
126 |
|
|
|
500 |
|
Net gains/losses on sales and write-down of other real estate owned
|
|
|
- |
|
|
|
352 |
|
Deferred tax benefit
|
|
|
(4 |
) |
|
|
(132 |
) |
Stock-based compensation
|
|
|
60 |
|
|
|
46 |
|
Valuation allowance on derivatives
|
|
|
(43 |
) |
|
|
(261 |
) |
Amortization of premiums on securities, net
|
|
|
12 |
|
|
|
9 |
|
Depreciation and amortization
|
|
|
115 |
|
|
|
116 |
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
(Decrease) increase in valuation of loans held for sale carried at fair value
|
|
|
(109 |
) |
|
|
893 |
|
Decrease in loans held for sale
|
|
|
48,664 |
|
|
|
25,633 |
|
Decrease in other assets
|
|
|
2,326 |
|
|
|
3,186 |
|
Decrease in other liabilities
|
|
|
(1,494 |
) |
|
|
(7,696 |
) |
Net cash provided by operating activities
|
|
|
52,163 |
|
|
|
24,060 |
|
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
Proceeds from maturities and calls of securities available for sale
|
|
|
5,030 |
|
|
|
14,969 |
|
Purchases of securities available for sale
|
|
|
(5,000 |
) |
|
|
(45,000 |
) |
Net (increase) decrease in loans
|
|
|
(5,968 |
) |
|
|
16,768 |
|
Proceeds from sales of other real estate owned
|
|
|
- |
|
|
|
490 |
|
Purchases of premises and equipment
|
|
|
(52 |
) |
|
|
(63 |
) |
Net cash used in investing activities
|
|
|
(5,990 |
) |
|
|
(12,836 |
) |
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
Net (decrease) increase in demand, interest-bearing demand and savings deposits
|
|
|
(6,242 |
) |
|
|
13,375 |
|
Net decrease in time deposits
|
|
|
(125,447 |
) |
|
|
(19,820 |
) |
Decrease in securities sold under agreement to repurchase
|
|
|
(4,160 |
) |
|
|
(3,237 |
) |
Net increase (decrease) in other short-term borrowings
|
|
|
20,866 |
|
|
|
(8,089 |
) |
Net decrease in long-term borrowings
|
|
|
(554 |
) |
|
|
(5,970 |
) |
Proceeds from issuance of common stock
|
|
|
- |
|
|
|
469 |
|
Repurchase of common stock
|
|
|
(320 |
) |
|
|
(70 |
) |
Dividends paid
|
|
|
(222 |
) |
|
|
(106 |
) |
Net cash used in financing activities
|
|
|
(116,079 |
) |
|
|
(23,448 |
) |
|
|
|
|
|
|
|
|
|
Decrease in cash and cash equivalents
|
|
|
(69,906 |
) |
|
|
(12,224 |
) |
Cash and Cash Equivalents
|
|
|
|
|
|
|
|
|
Beginning
|
|
|
111,907 |
|
|
|
31,221 |
|
Ending
|
|
$ |
42,001 |
|
|
$ |
18,997 |
|
Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
|
|
|
|
Cash payments for interest
|
|
$ |
2,278 |
|
|
$ |
3,056 |
|
Cash payments for income taxes
|
|
$ |
655 |
|
|
$ |
2,264 |
|
Supplemental Disclosures of Noncash Investing Activities
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) on securities available for sale
|
|
$ |
718 |
|
|
$ |
(174 |
) |
See accompanying notes to consolidated financial statements (Unaudited).
Notes to Consolidated Financial Statements (Unaudited)
NOTE 1 – BASIS OF PRESENTATION
Access National Corporation (the “Corporation”) is a bank holding company incorporated under the laws of the Commonwealth of Virginia. The Corporation has two wholly-owned subsidiaries, Access National Bank (the “Bank”), which is an independent commercial bank chartered under federal laws as a national banking association, and Access National Capital Trust II, which was formed for the purpose of issuing redeemable capital securities. The Bank has three active subsidiaries, Access National Mortgage Corporation (the “Mortgage Corporation”), Access Real Estate LLC (“Access Real Estate”), and Access Capital Management Holding LLC (“ACM”).
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with rules and regulations of the Securities and Exchange Commission (“SEC”). The statements do not include all of the information and footnotes required by GAAP for complete financial statements. All adjustments have been made which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Such adjustments are all of a normal and recurring nature. All significant inter-company accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. The results of operations for the three months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2011. These consolidated financial statements should be read in conjunction with the Corporation’s audited financial statements and the notes thereto as of December 31, 2010, included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
NOTE 2 – STOCK-BASED COMPENSATION PLANS
During the first three months of 2011, the Corporation granted 95,100 stock options to officers, directors, and employees under the 2009 Stock Option Plan (the “Plan”). Options granted under the Plan have an exercise price equal to the fair market value as of the grant date. Options granted have a vesting period of two and one half years and expire three and one half years after the issue date. Stock–based compensation expense recognized in other operating expense during the first three months of 2011 and 2010 was approximately $60 thousand and $46 thousand, respectively. The fair value of options is estimated on the date of grant using a Black Scholes option-pricing model with the assumptions noted below.
The total unrecognized compensation cost related to non-vested share based compensation arrangements granted under the Plan as of March 31, 2011 was $327,253. The cost is expected to be recognized over a weighted average period of 1.92 years.
NOTE 2 – STOCK-BASED COMPENSATION PLANS (continued)
A summary of stock option activity under the Plan for the three months ended March 31, 2011 and March 31, 2010 is presented as follows:
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected life of options granted, in years
|
|
|
3.32 |
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
|
1.19 |
% |
|
|
|
|
|
|
|
|
|
Expected volatility of stock
|
|
|
49 |
% |
|
|
|
|
|
|
|
|
|
Annual expected dividend yield
|
|
|
1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of granted options
|
|
$ |
225,698 |
|
|
|
|
|
|
|
|
|
|
Non-vested options
|
|
|
286,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Avg.
|
|
|
|
|
|
|
Number of
|
|
|
Weighted Avg.
|
|
|
Remaining
|
|
|
Aggregate Intrinsic
|
|
|
|
Options
|
|
|
Exercise Price
|
|
|
Contractual Term, in years
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at beginning of year
|
|
|
418,525 |
|
|
$ |
5.98 |
|
|
|
1.34 |
|
|
$ |
290,583 |
|
Granted
|
|
|
95,100 |
|
|
$ |
6.68 |
|
|
|
3.32 |
|
|
$ |
- |
|
Exercised
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
$ |
- |
|
Lapsed or Canceled
|
|
|
(84,100 |
) |
|
$ |
7.35 |
|
|
|
0.21 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2011
|
|
|
429,525 |
|
|
$ |
5.87 |
|
|
|
1.79 |
|
|
$ |
530,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2011
|
|
|
143,325 |
|
|
$ |
6.43 |
|
|
|
0.66 |
|
|
$ |
96,611 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected life of options granted, in years
|
|
|
3.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
|
1.39 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Expected volatility of stock
|
|
|
48 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Annual expected dividend yield
|
|
|
1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of granted options
|
|
$ |
212,268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested options
|
|
|
278,575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Avg.
|
|
|
|
|
|
|
|
Number of
|
|
|
Weighted Avg.
|
|
|
Remaining
|
|
|
Aggregate Intrinsic
|
|
|
|
Options
|
|
|
Exercise Price
|
|
|
Contractual Term, in years
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at beginning of year
|
|
|
439,079 |
|
|
$ |
6.44 |
|
|
|
1.53 |
|
|
$ |
216,870 |
|
Granted
|
|
|
102,500 |
|
|
$ |
5.97 |
|
|
|
3.40 |
|
|
$ |
- |
|
Exercised
|
|
|
(15,000 |
) |
|
$ |
3.45 |
|
|
|
- |
|
|
$ |
- |
|
Lapsed or canceled
|
|
|
(34,370 |
) |
|
$ |
6.46 |
|
|
|
0.45 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2010
|
|
|
492,209 |
|
|
$ |
6.43 |
|
|
|
1.86 |
|
|
$ |
222,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2010
|
|
|
213,634 |
|
|
$ |
7.80 |
|
|
|
2.56 |
|
|
$ |
- |
|
NOTE 3 – SECURITIES
The following table provides the amortized cost and fair value for the categories of available for sale securities. Available for sale securities are carried at fair value with net unrealized gains or losses reported on an after tax basis as a component of cumulative other comprehensive income in shareholders’ equity. The fair value of securities is impacted by interest rates, credit spreads, market volatility, and liquidity.
NOTE 3 – SECURITIES (continued)
The following table provides the amortized costs and fair values of securities available for sale as of March 31, 2011 and December 31, 2010.
|
|
March 31, 2011
|
|
|
|
Amortized Cost
|
|
|
Gross
Unrealized
Gains
|
|
|
Gross
Unrealized
(Losses)
|
|
|
Estimated
Fair Value
|
|
|
|
|
|
|
(In Thousands)
|
|
|
|
|
U.S. Government agencies
|
|
$ |
124,376 |
|
|
$ |
65 |
|
|
$ |
(2,051 |
) |
|
$ |
122,390 |
|
Mortgage backed securities
|
|
|
640 |
|
|
|
4 |
|
|
|
- |
|
|
|
644 |
|
Municipals - taxable
|
|
|
470 |
|
|
|
- |
|
|
|
- |
|
|
|
470 |
|
CRA mutual fund
|
|
|
1,500 |
|
|
|
- |
|
|
|
(21 |
) |
|
|
1,479 |
|
|
|
$ |
126,986 |
|
|
$ |
69 |
|
|
$ |
(2,072 |
) |
|
$ |
124,983 |
|
|
|
December 31, 2010
|
|
|
|
Amortized Cost
|
|
|
Gross
Unrealized
Gains
|
|
|
Gross
Unrealized
(Losses)
|
|
|
Estimated
Fair Value
|
|
|
|
|
|
|
(In Thousands)
|
|
|
|
|
U.S. Government agencies
|
|
$ |
124,388 |
|
|
$ |
62 |
|
|
$ |
(2,738 |
) |
|
$ |
121,712 |
|
Mortgage backed securities
|
|
|
670 |
|
|
|
- |
|
|
|
(40 |
) |
|
|
630 |
|
Municipals - taxable
|
|
|
470 |
|
|
|
2 |
|
|
|
- |
|
|
|
472 |
|
CRA mutual fund
|
|
|
1,500 |
|
|
|
- |
|
|
|
(7 |
) |
|
|
1,493 |
|
|
|
$ |
127,028 |
|
|
$ |
64 |
|
|
$ |
(2,785 |
) |
|
$ |
124,307 |
|
NOTE 3 – SECURITIES (continued)
The amortized cost and estimated fair value of securities available for sale as of March 31, 2011 and December 31, 2010 by contractual maturity are shown below. Actual maturities may differ from contractual maturities because some of the securities may be called or prepaid without any penalties.
|
|
March 31, 2011
|
|
|
December 31, 2010
|
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
Estimated
|
|
|
|
Amortized
|
|
|
Fair
|
|
|
Amortized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Value
|
|
|
Cost
|
|
|
Value
|
|
|
|
(In Thousands)
|
|
U.S. Government agencies:
|
|
|
|
|
|
|
|
|
|
|
|
|
Due in one year or less
|
|
$ |
5,000 |
|
|
$ |
5,013 |
|
|
$ |
5,000 |
|
|
$ |
5,022 |
|
Due after one through five years
|
|
|
45,005 |
|
|
|
44,886 |
|
|
|
50,026 |
|
|
|
49,751 |
|
Due after five through ten years
|
|
|
29,981 |
|
|
|
29,278 |
|
|
|
29,978 |
|
|
|
29,181 |
|
Due after ten through fifteen years
|
|
|
44,390 |
|
|
|
43,213 |
|
|
|
39,384 |
|
|
|
37,758 |
|
Municipals - taxable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due after one through five years
|
|
|
470 |
|
|
|
470 |
|
|
|
470 |
|
|
|
472 |
|
Mortgage backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due after fifteen years
|
|
|
640 |
|
|
|
644 |
|
|
|
670 |
|
|
|
630 |
|
CRA Mutual Fund
|
|
|
1,500 |
|
|
|
1,479 |
|
|
|
1,500 |
|
|
|
1,493 |
|
Total
|
|
$ |
126,986 |
|
|
$ |
124,983 |
|
|
$ |
127,028 |
|
|
$ |
124,307 |
|
The estimated fair value of securities pledged to secure public funds, securities sold under agreements to repurchase, and for other purposes amounted to $61.1 million at March 31, 2011 and $60.9 million at December 31, 2010.
NOTE 3 – SECURITIES (continued)
Securities available for sale that have an unrealized loss position at March 31, 2011 and December 31, 2010 are as follows:
|
|
Securities in a loss
|
|
|
Securities in a loss
|
|
|
|
|
|
|
|
|
|
Position for less than
|
|
|
Position for 12 Months
|
|
|
|
|
|
|
|
|
|
12 Months
|
|
|
or Longer
|
|
|
Total
|
|
|
|
Estimated
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
March 31, 2011 |
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
|
|
(In Thousands)
|
|
Investment securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies
|
|
$ |
82,319 |
|
|
$ |
(2,051 |
) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
82,319 |
|
|
$ |
(2,051 |
) |
CRA Mutual fund
|
|
|
1,479 |
|
|
|
(21 |
) |
|
$ |
- |
|
|
$ |
- |
|
|
|
1,479 |
|
|
|
(21 |
) |
Total
|
|
$ |
83,798 |
|
|
$ |
(2,072 |
) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
83,798 |
|
|
$ |
(2,072 |
) |
|
|
Securities in a loss
|
|
|
Securities in a loss
|
|
|
|
|
|
|
|
|
|
Position for less than
|
|
|
Position for 12 Months
|
|
|
|
|
|
|
|
|
|
12 Months
|
|
|
or Longer
|
|
|
Total
|
|
|
|
Estimated
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
December 31, 2010 |
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
|
|
(In Thousands)
|
|
Investment securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage backed securities
|
|
$ |
630 |
|
|
$ |
(40 |
) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
630 |
|
|
$ |
(40 |
) |
U.S. Government agencies
|
|
|
96,623 |
|
|
|
(2,738 |
) |
|
|
- |
|
|
|
- |
|
|
|
96,623 |
|
|
|
(2,738 |
) |
CRA Mutual fund
|
|
|
1,493 |
|
|
|
(7 |
) |
|
|
- |
|
|
|
- |
|
|
|
1,493 |
|
|
|
(7 |
) |
Total
|
|
$ |
98,746 |
|
|
$ |
(2,785 |
) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
98,746 |
|
|
$ |
(2,785 |
) |
Management does not believe that any individual unrealized loss as of March 31, 2011 and December 31, 2010 is other than a temporary impairment. These unrealized losses are primarily attributable to changes in interest rates and not due to credit deterioration or losses. The Corporation has the ability to hold these securities for a time necessary to recover the amortized cost or until maturity when full repayment would be received.
The Corporation’s restricted stock consists of Federal Home Loan Bank of Atlanta (“FHLB”) stock and Federal Reserve Bank (“FRB”) stock. The amortized costs of the restricted stock as of March 31, 2011 and December 31, 2010 are as follows:
|
|
March 31, 2011
|
|
|
December 31, 2010
|
|
|
|
(In Thousands)
|
|
Restricted Stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Reserve Bank stock
|
|
$ |
999 |
|
|
$ |
999 |
|
|
|
|
|
|
|
|
|
|
FHLB stock
|
|
|
3,439 |
|
|
|
3,439 |
|
|
|
$ |
4,438 |
|
|
$ |
4,438 |
|
NOTE 4 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES
The following table presents the composition of the loans held for investment portfolio at March 31, 2011 and December 31, 2010:
|
|
Composition of Loan Portfolio
|
|
|
|
(Dollars In Thousands)
|
|
|
|
March 31, 2011
|
|
|
December 31, 2010
|
|
|
|
Amount
|
|
|
Percentage of
Total
|
|
|
Amount
|
|
|
Percentage of
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate
|
|
$ |
216,148 |
|
|
|
43.45 |
% |
|
$ |
217,999 |
|
|
|
44.35 |
% |
Residential real estate
|
|
|
133,302 |
|
|
|
26.80 |
|
|
|
137,752 |
|
|
|
28.03 |
|
Commercial
|
|
|
109,042 |
|
|
|
21.92 |
|
|
|
94,798 |
|
|
|
19.28 |
|
Real estate construction
|
|
|
36,303 |
|
|
|
7.30 |
|
|
|
38,093 |
|
|
|
7.75 |
|
Consumer
|
|
|
2,674 |
|
|
|
0.53 |
|
|
|
2,887 |
|
|
|
0.59 |
|
Total loans
|
|
$ |
497,469 |
|
|
|
100.00 |
% |
|
$ |
491,529 |
|
|
|
100.00 |
% |
Less allowance for loan losses
|
|
|
10,722 |
|
|
|
|
|
|
|
10,527 |
|
|
|
|
|
Net loans
|
|
$ |
486,747 |
|
|
|
|
|
|
$ |
481,002 |
|
|
|
|
|
Allowance for Loan Losses
The allowance for loan losses totaled approximately $10.7 million at March 31, 2011 compared to $10.5 million at year end December 31, 2010. The allowance for loan losses was equivalent to approximately 2.16% of total loans held for investment at March 31, 2011 and 2.14% at December 31, 2010. Adequacy of the allowance is assessed and the allowance is increased by provisions for loan losses charged to expense no less than quarterly. Charge-offs are taken when a loan is identified as uncollectible.
The methodology by which we systematically determine the amount of our allowance is set forth by the Board of Directors in our Loan Policy and implemented by management. The results of the analysis are documented, reviewed, and approved by the Board of Directors no less than quarterly.
The level of the allowance for loan losses is determined by management through an ongoing, detailed analysis of historical loss rates and risk characteristics. During each quarter, management evaluates the collectability of all loans in the portfolio and ensures an accurate risk rating is assigned to each loan. The risk rating scale and definitions commonly adopted by the Federal Banking Agencies is contained within the framework prescribed by the bank’s Loan Policy. Any loan that is deemed to have potential or well defined weaknesses that may jeopardize collection in full is then analyzed to ascertain its level of weakness. If appropriate, the loan may be charged-off or a specific reserve may be assigned if the loan is deemed to be impaired.
During the risk rating verification process, each loan identified as inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged is considered impaired and is placed on non-accrual status. On these loans, management analyzes the potential impairment of the individual loan and may set aside a specific reserve. Any amounts deemed uncollectible during that analysis are charged-off.
For the remaining loans in each segment, the bank calculates the probability of loss as a group using the risk rating for each of the following loan types: Commercial Real Estate, Residential Real Estate, Commercial, Real Estate Construction, and Consumer. Management calculates the historical loss rate in each group by risk rating using a period of at least three years. This historical loss rate may then be adjusted based on management’s assessment of internal and external environmental factors. This adjustment is meant to account for changes between the historical economic environment and current conditions, and for changes in the ongoing management of the portfolio which affects the loans’ potential losses.
NOTE 4 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (continued)
Once complete, management compares the condition of the portfolio using several different characteristics, as well as its experience, to the experience of other banks in its peer group in order to determine if it is directionally consistent with others’ experience in our area and line of business. Based on that analysis, management aggregates the probabilities of loss of the remaining portfolio based on the specific and general allowances and may provide additional amounts to the allowance for loan losses as needed. Since this process involves estimates, the allowance for loan losses may also contain an amount that is non material which is not allocated to a specific loan or to a group of loans but is deemed necessary to absorb additional losses in the portfolio.
Management and the Board of Directors subject the reserve adequacy and methodology to a review on a regular basis by internal auditors, external auditors and bank regulators, and such reviews have not resulted in any material adjustment to the reserve.
NOTE 4 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (continued)
The following tables provide detailed information about the allowance for loan losses as of and for the periods indicated.
|
|
Allowance for Loan Losses and Recorded Investment in Loans
|
|
For the Quarter Ended March 31, 2011
|
|
Commercial
Real Estate
|
|
|
Residential
Real Estate
|
|
|
Commercial
|
|
|
Real Estate
Construction
|
|
|
Consumer
|
|
|
Total
|
|
|
|
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Balance
|
|
$ |
5,316 |
|
|
$ |
2,925 |
|
|
$ |
1,506 |
|
|
$ |
757 |
|
|
$ |
23 |
|
|
$ |
10,527 |
|
Charge-offs
|
|
|
(161 |
) |
|
|
(2 |
) |
|
|
(21 |
) |
|
|
- |
|
|
|
- |
|
|
|
(184 |
) |
Recoveries
|
|
|
74 |
|
|
|
10 |
|
|
|
72 |
|
|
|
- |
|
|
|
- |
|
|
|
156 |
|
Provisions
|
|
|
(28 |
) |
|
|
(30 |
) |
|
|
352 |
|
|
|
(75 |
) |
|
|
4 |
|
|
|
223 |
|
Ending Balance
|
|
$ |
5,201 |
|
|
$ |
2,903 |
|
|
$ |
1,909 |
|
|
$ |
682 |
|
|
$ |
27 |
|
|
$ |
10,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance: individually evaluated for impairment
|
|
$ |
818 |
|
|
$ |
414 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
1,232 |
|
Ending balance: collectively evaluated for impairment
|
|
$ |
4,383 |
|
|
$ |
2,489 |
|
|
$ |
1,909 |
|
|
$ |
682 |
|
|
$ |
27 |
|
|
$ |
9,490 |
|
Ending balance: loans acquired with deteriorated credit quality
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$ |
216,148 |
|
|
$ |
133,302 |
|
|
$ |
109,042 |
|
|
$ |
36,303 |
|
|
$ |
2,674 |
|
|
$ |
497,469 |
|
Ending balance: individually evaluated for impairment
|
|
$ |
6,450 |
|
|
$ |
1,839 |
|
|
$ |
874 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
9,163 |
|
Ending balance: collectively evaluated for impairment
|
|
$ |
209,698 |
|
|
$ |
131,463 |
|
|
$ |
108,168 |
|
|
$ |
36,303 |
|
|
$ |
2,674 |
|
|
$ |
488,306 |
|
Ending balance: loans acquired with deteriorated credit quality
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
For the Year Ended December 31, 2010
|
|
Commercial
Real Estate
|
|
|
Residential
Real Estate
|
|
|
Commercial
|
|
|
Real Estate
Construction
|
|
|
Consumer
|
|
|
Total
|
|
|
|
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Balance
|
|
$ |
4,407 |
|
|
$ |
2,606 |
|
|
$ |
1,562 |
|
|
$ |
539 |
|
|
$ |
13 |
|
|
$ |
9,127 |
|
Charge-offs
|
|
|
(624 |
) |
|
|
(875 |
) |
|
|
(501 |
) |
|
|
(48 |
) |
|
|
- |
|
|
|
(2,048 |
) |
Recoveries
|
|
|
109 |
|
|
|
38 |
|
|
|
385 |
|
|
|
99 |
|
|
|
1 |
|
|
|
632 |
|
Provisions
|
|
|
1,424 |
|
|
|
1,156 |
|
|
|
60 |
|
|
|
167 |
|
|
|
9 |
|
|
|
2,816 |
|
Ending Balance
|
|
$ |
5,316 |
|
|
$ |
2,925 |
|
|
$ |
1,506 |
|
|
$ |
757 |
|
|
$ |
23 |
|
|
$ |
10,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance: individually evaluated for impairment
|
|
$ |
960 |
|
|
$ |
283 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
1,243 |
|
Ending balance: collectively evaluated for impairment
|
|
$ |
4,356 |
|
|
$ |
2,642 |
|
|
$ |
1,506 |
|
|
$ |
757 |
|
|
$ |
23 |
|
|
$ |
9,284 |
|
Ending balance: loans acquired with deteriorated credit quality
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$ |
217,999 |
|
|
$ |
137,752 |
|
|
$ |
94,798 |
|
|
$ |
38,093 |
|
|
$ |
2,887 |
|
|
$ |
491,529 |
|
Ending balance: individually evaluated for impairment
|
|
$ |
6,712 |
|
|
$ |
949 |
|
|
$ |
900 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
8,561 |
|
Ending balance: collectively evaluated for impairment
|
|
$ |
211,287 |
|
|
$ |
136,803 |
|
|
$ |
93,898 |
|
|
$ |
38,093 |
|
|
$ |
2,887 |
|
|
$ |
482,968 |
|
Ending balance: loans acquired with deteriorated credit quality
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
NOTE 4 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (continued)
Identifying and Classifying Portfolio Risks by Risk Rating
Management evaluates the collectability of all loans in the portfolio and assigns a proprietary risk rating. Ratings range from the highest to lowest quality based on factors including measurements of ability to pay, collateral type and value, borrower stability, management experience, and credit enhancements. These ratings are consistent with the bank regulatory rating system.
A loan may have portions of its balance in one rating and other portions in a different rating. The Bank may use these “split ratings” when factors cause loan loss risk to exist for part but not all of the principal balance. Split ratings may also be used where cash collateral or a government agency has provided a guaranty that partially covers a loan.
For clarity of presentation, the Corporation’s loan portfolio is profiled below in accordance with the risk rating framework that has been commonly adopted by the federal banking agencies. The definitions of the various risk rating categories are as follows:
Pass - The condition of the borrower and the performance of the loan is satisfactory or better.
Special mention - A special mention asset has one or more potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date.
Substandard - A substandard asset is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the bank will sustain some loss if the deficiencies are not corrected.
Doubtful - An asset classified doubtful has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
Loss - Assets classified loss are considered uncollectible and their continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value and partial recovery may be effected in the future.
The Bank did not have any loans classified as loss at March 31, 2011 or December 31, 2010. It is the Bank’s policy to charge-off any loan once the risk rating is classified as loss.
NOTE 4 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (continued)
The profile of the portfolio, as indicated by risk rating, as of March 31, 2011 and December 31, 2010 is shown below.
|
|
Credit Quality Indicators
|
|
|
|
As of March 31, 2011 and December 31, 2010
|
|
Credit Risk Profile by Regulatory Risk Rating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Real
Estate
|
|
|
Residential Real Estate
|
|
|
Commercial
|
|
|
Real Estate
Construction
|
|
|
Consumer
|
|
|
Totals
|
|
|
|
3/31/11
|
|
|
12/31/10
|
|
|
3/31/11
|
|
|
12/31/10
|
|
|
3/31/11
|
|
|
12/31/10
|
|
|
3/31/11
|
|
|
12/31/10
|
|
|
3/31/11
|
|
|
12/31/10
|
|
|
3/31/11
|
|
|
12/31/10
|
|
|
|
(In Thousands)
|
|
Pass
|
|
$ |
173,712 |
|
|
$ |
173,101 |
|
|
$ |
123,427 |
|
|
$ |
125,808 |
|
|
$ |
102,020 |
|
|
$ |
87,883 |
|
|
$ |
35,490 |
|
|
$ |
36,343 |
|
|
$ |
2,674 |
|
|
$ |
2,887 |
|
|
$ |
437,323 |
|
|
$ |
426,022 |
|
Special mention
|
|
|
23,796 |
|
|
|
26,016 |
|
|
|
3,566 |
|
|
|
4,828 |
|
|
|
4,157 |
|
|
|
4,827 |
|
|
|
937 |
|
|
|
1,585 |
|
|
|
- |
|
|
|
- |
|
|
|
32,456 |
|
|
|
37,256 |
|
Substandard
|
|
|
19,412 |
|
|
|
19,613 |
|
|
|
6,394 |
|
|
|
7,218 |
|
|
|
3,350 |
|
|
|
2,498 |
|
|
|
- |
|
|
|
310 |
|
|
|
- |
|
|
|
- |
|
|
|
29,156 |
|
|
|
29,639 |
|
Doubtful
|
|
|
- |
|
|
|
143 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
143 |
|
Loss
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Unearned income
|
|
|
(772 |
) |
|
|
(874 |
) |
|
|
(85 |
) |
|
|
(102 |
) |
|
|
(485 |
) |
|
|
(410 |
) |
|
|
(124 |
) |
|
|
(145 |
) |
|
|
- |
|
|
|
- |
|
|
|
(1,466 |
) |
|
|
(1,531 |
) |
Total
|
|
$ |
216,148 |
|
|
$ |
217,999 |
|
|
$ |
133,302 |
|
|
$ |
137,752 |
|
|
$ |
109,042 |
|
|
$ |
94,798 |
|
|
$ |
36,303 |
|
|
$ |
38,093 |
|
|
$ |
2,674 |
|
|
$ |
2,887 |
|
|
$ |
497,469 |
|
|
$ |
491,529 |
|
Loans listed as non-performing are also placed on non-accrual status. The accrual of interest is discontinued at the time a loan is 90 days delinquent or when the credit deteriorates and there is doubt that the credit will be paid as agreed, unless the credit is well-secured and in process of collection. Once the loan is on non-accrual status, all accrued but unpaid interest is also charged-off, and all payments are used to reduce the principal balance. Once the principal balance is repaid in full, additional payments are taken into income. A loan may be returned to accrual status if the borrower shows renewed willingness and ability to repay under the term of the loan agreement. The risk profile based upon payment activity is shown below.
|
|
Credit Quality Indicators
|
|
|
|
As of March 31, 2011 and December 31, 2010
|
|
Credit Risk Profile Based on Payment Activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Real
Estate
|
|
|
Residential Real Estate
|
|
|
Commercial
|
|
|
Real Estate
Construction
|
|
|
Consumer
|
|
|
Totals
|
|
|
|
3/31/11
|
|
|
12/31/10
|
|
|
3/31/11
|
|
|
12/31/10
|
|
|
3/31/11
|
|
|
12/31/10
|
|
|
3/31/11
|
|
|
12/31/10
|
|
|
3/31/11
|
|
|
12/31/10
|
|
|
3/31/11
|
|
|
12/31/10
|
|
|
|
(In Thousands)
|
|
Performing
|
|
$ |
209,698 |
|
|
$ |
211,287 |
|
|
$ |
131,463 |
|
|
$ |
136,803 |
|
|
$ |
108,168 |
|
|
$ |
93,898 |
|
|
$ |
36,303 |
|
|
$ |
38,093 |
|
|
$ |
2,674 |
|
|
$ |
2,887 |
|
|
$ |
488,306 |
|
|
$ |
482,968 |
|
Non-performing
|
|
|
6,450 |
|
|
|
6,712 |
|
|
|
1,839 |
|
|
|
949 |
|
|
|
874 |
|
|
|
900 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
9,163 |
|
|
|
8,561 |
|
Total
|
|
$ |
216,148 |
|
|
$ |
217,999 |
|
|
$ |
133,302 |
|
|
$ |
137,752 |
|
|
$ |
109,042 |
|
|
$ |
94,798 |
|
|
$ |
36,303 |
|
|
$ |
38,093 |
|
|
$ |
2,674 |
|
|
$ |
2,887 |
|
|
$ |
497,469 |
|
|
$ |
491,529 |
|
NOTE 4 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (continued)
Loans are considered past due if a contractual payment is not made by the calendar day after the payment is due. However, for reporting purposes loans past due 1 to 29 days are excluded from loans past due and are included in the total for current loans in the table below. The delinquency status of the loans in the portfolio is shown below as of March 31, 2011 and December 31, 2010. Loans that were on non-accrual status are not included in any past due amounts.
|
|
Age Analysis of Past Due Loans
|
|
|
|
As of March 31, 2011
|
|
|
|
30-59 Days
Past Due
|
|
|
60-89 Days
Past Due
|
|
|
Greater than
90 Days Past
Due
|
|
|
Total Past
Due
|
|
|
Non-accrual
Loans
|
|
|
Current
Loans
|
|
|
Total
Loans
|
|
|
|
(In Thousands)
|
|
Commercial real estate
|
|
$ |
682 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
682 |
|
|
$ |
6,450 |
|
|
$ |
209,016 |
|
|
$ |
216,148 |
|
Residential real estate
|
|
|
1,325 |
|
|
|
- |
|
|
|
- |
|
|
|
1,325 |
|
|
|
1,839 |
|
|
|
130,138 |
|
|
|
133,302 |
|
Commercial
|
|
|
92 |
|
|
|
- |
|
|
|
- |
|
|
|
92 |
|
|
|
874 |
|
|
|
108,076 |
|
|
|
109,042 |
|
Real estate construction
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
36,303 |
|
|
|
36,303 |
|
Consumer
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,674 |
|
|
|
2,674 |
|
Total
|
|
$ |
2,099 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
2,099 |
|
|
$ |
9,163 |
|
|
$ |
486,207 |
|
|
$ |
497,469 |
|
|
|
As of December 31, 2010
|
|
|
|
30-59 Days
Past Due
|
|
|
60-89 Days
Past Due
|
|
|
Greater than
90 Days Past
Due
|
|
|
Total Past
Due
|
|
|
Non-accrual
Loans
|
|
|
Current
Loans
|
|
|
Total
Loans
|
|
|
|
(In Thousands)
|
|
Commercial real estate
|
|
$ |
- |
|
|
$ |
1,487 |
|
|
$ |
- |
|
|
$ |
1,487 |
|
|
$ |
6,712 |
|
|
$ |
209,800 |
|
|
$ |
217,999 |
|
Residential real estate
|
|
|
569 |
|
|
|
382 |
|
|
|
333 |
|
|
|
1,284 |
|
|
|
949 |
|
|
|
135,519 |
|
|
|
137,752 |
|
Commercial
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
900 |
|
|
|
93,898 |
|
|
|
94,798 |
|
Real estate construction
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
38,093 |
|
|
|
38,093 |
|
Consumer
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,887 |
|
|
|
2,887 |
|
Total
|
|
$ |
569 |
|
|
$ |
1,869 |
|
|
$ |
333 |
|
|
$ |
2,771 |
|
|
$ |
8,561 |
|
|
$ |
480,197 |
|
|
$ |
491,529 |
|
NOTE 4 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (continued)
Impaired Loans
A loan is classified as impaired when it is deemed probable by management’s analysis that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement, or the recorded investment in the impaired loan is greater than the present value of expected future cash flows, discounted at the loan's effective interest rate. In the case of an impaired loan, management conducts an analysis which identifies if a quantifiable potential loss exists, and takes the necessary steps to record that loss when it has been identified as uncollectible. The table below shows the results of management’s analysis as of March 31, 2011 and December 31, 2010.
|
|
Impaired Loans
|
|
|
|
Quarter Ended March 31, 2011
|
|
|
|
Recorded
Investment
|
|
|
Unpaid Principal
Balance
|
|
|
Related
Allowance
|
|
|
Average Recorded
Investment
|
|
|
Interest Income
Recognized
|
|
|
|
(In Thousands)
|
|
With no specific related allowance recorded: |
|
|
|
Commercial real estate
|
|
$ |
2,997 |
|
|
$ |
2,997 |
|
|
$ |
- |
|
|
$ |
3,011 |
|
|
$ |
- |
|
Residential real estate
|
|
|
40 |
|
|
|
40 |
|
|
|
- |
|
|
|
40 |
|
|
|
- |
|
Commercial
|
|
|
874 |
|
|
|
874 |
|
|
|
- |
|
|
|
886 |
|
|
|
- |
|
Real estate construction
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Consumer
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
With a specific allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate
|
|
|
3,453 |
|
|
|
3,453 |
|
|
|
818 |
|
|
|
3,490 |
|
|
|
- |
|
Residential real estate
|
|
|
1,799 |
|
|
|
1,799 |
|
|
|
414 |
|
|
|
1,803 |
|
|
|
- |
|
Commercial
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Real estate construction
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Consumer
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate
|
|
$ |
6,450 |
|
|
$ |
6,450 |
|
|
$ |
818 |
|
|
$ |
6,501 |
|
|
$ |
- |
|
Residential real estate
|
|
$ |
1,839 |
|
|
$ |
1,839 |
|
|
$ |
414 |
|
|
$ |
1,843 |
|
|
$ |
- |
|
Commercial
|
|
$ |
874 |
|
|
$ |
874 |
|
|
$ |
- |
|
|
$ |
886 |
|
|
$ |
- |
|
Real estate construction
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Consumer
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
NOTE 5 – SEGMENT REPORTING
The Corporation has two reportable segments: traditional commercial banking and a mortgage banking segment. Revenues from commercial banking operations consist primarily of interest earned on loans and securities and fees from deposit services. Mortgage banking operating revenues consist principally of interest earned on mortgage loans held for sale, gains on sales of loans in the secondary mortgage market, and loan origination fee income.
The commercial banking segment provides the mortgage banking segment with the short-term funds needed to originate mortgage loans through a warehouse line of credit and charges the mortgage banking segment interest based on the prime rate. These transactions are eliminated in the consolidation process.
Other includes the operations of the Corporation, Access Real Estate, and ACM. The primary source of income for the Corporation is derived from dividends from the Bank and its primary expense relates to interest on subordinated debentures. The primary source of income for Access Real Estate is derived from rents received from the Bank and Mortgage Corporation. ACM is in a start-up phase and its primary source of income is expected to be from fees.
NOTE 5 – SEGMENT REPORTING (continued)
The following table presents segment information for the three months ended March 31, 2011 and 2010:
2011
|
|
Commercial
|
|
|
Mortgage
|
|
|
|
|
|
|
|
|
Consolidated
|
|
(In Thousands)
|
|
Banking
|
|
|
Banking
|
|
|
Other
|
|
|
Eliminations
|
|
|
Totals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$ |
8,437 |
|
|
$ |
349 |
|
|
$ |
3 |
|
|
$ |
(219 |
) |
|
$ |
8,570 |
|
Gain on sale of loans
|
|
|
286 |
|
|
|
5,230 |
|
|
|
- |
|
|
|
- |
|
|
|
5,516 |
|
Other revenues
|
|
|
671 |
|
|
|
(206 |
) |
|
|
288 |
|
|
|
(430 |
) |
|
|
323 |
|
Total revenues
|
|
|
9,394 |
|
|
|
5,373 |
|
|
|
291 |
|
|
|
(649 |
) |
|
|
14,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
1,902 |
|
|
|
163 |
|
|
|
157 |
|
|
|
(219 |
) |
|
|
2,003 |
|
Salaries and employee benefits
|
|
|
2,391 |
|
|
|
2,874 |
|
|
|
128 |
|
|
|
- |
|
|
|
5,393 |
|
Other
|
|
|
1,753 |
|
|
|
1,625 |
|
|
|
513 |
|
|
|
(430 |
) |
|
|
3,461 |
|
Total expenses
|
|
|
6,046 |
|
|
|
4,662 |
|
|
|
798 |
|
|
|
(649 |
) |
|
|
10,857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
$ |
3,348 |
|
|
$ |
711 |
|
|
$ |
(507 |
) |
|
$ |
- |
|
|
$ |
3,552 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
690,338 |
|
|
$ |
37,105 |
|
|
$ |
9,504 |
|
|
$ |
(19,749 |
) |
|
$ |
717,198 |
|
2010
|
|
Commercial
|
|
|
Mortgage
|
|
|
|
|
|
|
|
|
Consolidated
|
|
(In Thousands)
|
|
Banking
|
|
|
Banking
|
|
|
Other
|
|
|
Eliminations
|
|
|
Totals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$ |
8,066 |
|
|
$ |
389 |
|
|
$ |
15 |
|
|
$ |
(211 |
) |
|
$ |
8,259 |
|
Gain on sale of loans
|
|
|
- |
|
|
|
5,240 |
|
|
|
- |
|
|
|
- |
|
|
|
5,240 |
|
Other revenues
|
|
|
394 |
|
|
|
516 |
|
|
|
293 |
|
|
|
(420 |
) |
|
|
783 |
|
Total revenues
|
|
|
8,460 |
|
|
|
6,145 |
|
|
|
308 |
|
|
|
(631 |
) |
|
|
14,282 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
2,588 |
|
|
|
138 |
|
|
|
160 |
|
|
|
(212 |
) |
|
|
2,674 |
|
Salaries and employee benefits
|
|
|
2,377 |
|
|
|
2,875 |
|
|
|
- |
|
|
|
- |
|
|
|
5,252 |
|
Other
|
|
|
2,034 |
|
|
|
2,354 |
|
|
|
480 |
|
|
|
(419 |
) |
|
|
4,449 |
|
Total expenses
|
|
|
6,999 |
|
|
|
5,367 |
|
|
|
640 |
|
|
|
(631 |
) |
|
|
12,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
$ |
1,461 |
|
|
$ |
778 |
|
|
$ |
(332 |
) |
|
$ |
- |
|
|
$ |
1,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
604,708 |
|
|
$ |
54,135 |
|
|
$ |
47,233 |
|
|
$ |
(68,695 |
) |
|
$ |
637,381 |
|
NOTE 6 – EARNINGS PER SHARE
The following tables show the calculation of both basic and diluted earnings per share (“EPS”) for the three months ended March 31, 2011 and 2010, respectively. The numerator of both the basic and diluted EPS is equivalent to net income. The weighted average number of shares outstanding used as the denominator for diluted EPS is increased over the denominator used for basic EPS by the effect of potentially dilutive common stock options utilizing the treasury stock method.
|
|
Three Months
|
|
|
Three Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
March 31, 2011
|
|
|
March 31, 2010
|
|
|
|
(In Thousands, Except for Share Data)
|
|
|
|
|
|
|
|
|
BASIC EARNINGS PER SHARE:
|
|
|
|
|
|
|
Net income
|
|
$ |
2,287 |
|
|
$ |
1,216 |
|
Weighted average shares outstanding
|
|
|
10,359,386 |
|
|
|
10,572,017 |
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$ |
0.22 |
|
|
$ |
0.12 |
|
|
|
|
|
|
|
|
|
|
DILUTED EARNINGS PER SHARE:
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
2,287 |
|
|
$ |
1,216 |
|
Weighted average shares outstanding
|
|
|
10,359,386 |
|
|
|
10,572,017 |
|
Dilutive stock options and warrants
|
|
|
45,291 |
|
|
|
17,489 |
|
Weighted average diluted shares outstanding
|
|
|
10,404,677 |
|
|
|
10,589,506 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
$ |
0.22 |
|
|
$ |
0.11 |
|
NOTE 7 - DERIVATIVES
As part of its mortgage banking activities, the Mortgage Corporation enters into interest rate lock commitments, which are commitments to originate loans where the interest rate on the loan is determined prior to funding and the customers have locked into that interest rate. The Mortgage Corporation then locks in the loan and rate with an investor and commits to deliver the loan if settlement occurs (“best efforts”) or commits to deliver the locked loan in a binding (“mandatory”) delivery program with an investor. Certain loans under rate lock commitments are covered under forward sales contracts of mortgage backed securities (“MBS”). Forward sales contracts of MBS are recorded at fair value with changes in fair value recorded in noninterest income. Interest rate lock commitments and commitments to deliver loans to investors are considered derivatives. The market value of interest rate lock commitments and best efforts contracts are not readily ascertainable with precision because they are not actively traded in stand-alone markets. The Mortgage Corporation determines the fair value of interest rate lock commitments and delivery contracts by measuring the fair value of the underlying asset, which is impacted by current interest rates, taking into consideration the probability that the interest rate lock commitments will close or will be funded.
Certain additional risks arise from these forward delivery contracts in that the counterparties to the contracts may not be able to meet the terms of the contracts. The Mortgage Corporation does not expect any counterparty to fail to meet its obligation. Additional risks inherent in mandatory delivery programs include the risk that, if the Mortgage Corporation does not close the loans subject to interest rate risk lock commitments, it will still be obligated to deliver MBS to the counterparty under the forward sales agreement. Should this be required, the Mortgage Corporation could incur significant costs in acquiring replacement loans or MBS and such costs could have an adverse effect on mortgage banking operations.
Since the Mortgage Corporation’s derivative instruments are not designated as hedging instruments, the fair value of the derivatives are recorded as a freestanding asset or liability with the change in value being recognized in current earnings during the period of change. The Mortgage Corporation has not elected to apply hedge accounting to its derivative instruments as provided in FASB ASC 815, Derivatives and Hedging.
NOTE 7 – DERIVATIVES (continued)
At March 31, 2011 and December 31, 2010, the Mortgage Corporation had derivative financial instruments with a notional value of $111.3 million and $76.8 million, respectively. The fair value of these derivative instruments at March 31, 2011 and December 31, 2010 was $323 thousand and $281 thousand, respectively, and was included in other assets.
Included in other noninterest income for the three months ended March 31, 2011 and March 31, 2010 was a net loss of $549 thousand and a net loss of $226 thousand, respectively, relating to derivative instruments.
NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS
In April 2011, the FASB issued an update (ASU No. 2011-02, A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring) impacting FASB ASC 310-40, Troubled Debt Restructurings by Creditors. The amendments specify that in evaluating whether a restructuring constitutes a troubled debt restructuring, a creditor must separately conclude that both of the following conditions exist: the restructuring constitutes a concession and the debtor is experiencing financial difficulties. The amendments clarify the guidance on these points and give examples of both conditions. This update becomes effective for the Corporation for interim or annual reporting periods beginning on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption. The Corporation is currently evaluating the impact of adopting the new guidance on the consolidated financial statements.
NOTE 9 - FAIR VALUE
Fair value pursuant to FASB ASC 820-10, Fair Value Measurements and Disclosures, is the exchange price, in an orderly transaction that is not a forced liquidation or distressed sale, between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. The transaction to sell the asset or transfer the liability is a hypothetical transaction at the measurement date, considered from the perspective of a market participant that holds the asset or liability. FASB ASC 820-10 provides a consistent definition of fair value which focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over entity specific inputs. In addition, FASB ASC 820-10 provides a framework for measuring fair value and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The standard describes three levels of inputs that may be used to measure fair values:
Level 1 - Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3 - Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
The Corporation used the following methods to determine the fair value of each type of financial instrument:
Securities: Fair values for securities available for sale are obtained from an independent pricing service. The prices are not adjusted. The independent pricing service uses industry-standard models to price U.S. Government agency obligations and mortgage backed securities that consider various assumptions, including time value, yield curves, volatility factors, prepayment speeds, default rates, loss severity, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Securities of obligations of state and political subdivisions are valued using a type of matrix, or grid, pricing in which securities are benchmarked against the treasury rate based on credit rating. Substantially all assumptions used by the independent pricing service are observable in the marketplace, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace (Level 2).
NOTE 9 - FAIR VALUE (continued)
Residential loans held for sale: The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan (Level 2).
Derivative financial instruments: Derivative instruments are used to hedge residential mortgage loans held for sale and the related interest-rate lock commitments and include forward commitments to sell mortgage loans and mortgage-backed securities. The fair values of derivative financial instruments are based on derivative market data inputs as of the valuation date and the underlying value of mortgage loans for interest rate lock commitments (Level 3).
Impaired loans: The fair values of impaired loans are measured on a nonrecurring basis as the fair value of the loan’s collateral for collateral-dependent loans. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The use of discounted cash flow models and management’s best judgment are significant inputs in arriving at the fair value measure of the underlying collateral (Level 3).
Other real estate owned: The fair value of other real estate owned, which consists of real estate that has been foreclosed, is recorded at the lower of fair value less selling expenses or the book balance prior to foreclosure. Write downs are provided for subsequent declines in value and are recorded in other noninterest expense (Level 2).
Assets and liabilities measured at fair value under FASB ASC 820-10 on a recurring and non-recurring basis, including financial assets and liabilities for which the Corporation has elected the fair value option as of March 31, 2011 and December 31, 2010, are summarized below:
|
|
Fair Value Measurement
|
|
|
|
at March 31, 2011 Using
|
|
|
|
(In Thousands)
|
|
Description
|
|
Carrying
Value
|
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
|
Other Observable
Inputs (Level 2)
|
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
Financial Assets-Recurring
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale investment securities
|
|
$ |
124,983 |
|
|
$ |
- |
|
|
$ |
124,983 |
|
|
$ |
- |
|
Residential loans held for sale
|
|
|
33,689 |
|
|
|
- |
|
|
|
33,689 |
|
|
|
- |
|
Derivative assets
|
|
|
323 |
|
|
|
- |
|
|
|
- |
|
|
|
323 |
|
Total Financial Assets-Recurring
|
|
$ |
158,995 |
|
|
$ |
- |
|
|
$ |
158,672 |
|
|
$ |
323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities-Recurring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Total Financial Liabilities-Recurring
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Assets-Non-Recurring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans (1)
|
|
$ |
9,163 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
9,163 |
|
Other real estate owned (2)
|
|
|
1,859 |
|
|
|
- |
|
|
|
1,859 |
|
|
|
- |
|
Total Financial Assets-Non-Recurring
|
|
$ |
11,022 |
|
|
$ |
- |
|
|
$ |
1,859 |
|
|
$ |
9,163 |
|
(1) Represents the carrying value of loans for which adjustments are based on the appraised value of the collateral.
(2) Represents appraised value and realtor comparables less estimated selling expenses.
NOTE 9 - FAIR VALUE (continued)
|
|
Fair Value Measurement
|
|
|
|
at December 31, 2010 Using
|
|
|
|
(In Thousands)
|
|
Description
|
|
Carrying
Value
|
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
|
Other Observable
Inputs (Level 2)
|
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
Financial Assets-Recurring
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale investment securities
|
|
$ |
124,307 |
|
|
$ |
- |
|
|
$ |
124,307 |
|
|
$ |
- |
|
Residential loans held for sale
|
|
|
82,244 |
|
|
|
- |
|
|
|
82,244 |
|
|
|
- |
|
Derivative assets
|
|
|
318 |
|
|
|
- |
|
|
|
- |
|
|
|
318 |
|
Total Financial Assets-Recurring
|
|
$ |
206,869 |
|
|
$ |
- |
|
|
$ |
206,551 |
|
|
$ |
318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities-Recurring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities
|
|
$ |
38 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
38 |
|
Total Financial Liabilities-Recurring
|
|
$ |
38 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Assets-Non-Recurring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans (2)
|
|
$ |
8,561 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
8,561 |
|
Other real estate owned (3)
|
|
|
1,859 |
|
|
|
- |
|
|
|
1,859 |
|
|
|
- |
|
Total Financial Assets-Non-Recurring
|
|
$ |
10,420 |
|
|
$ |
- |
|
|
$ |
1,859 |
|
|
$ |
8,561 |
|
(1) Represents the carrying value of loans for which adjustments are based on the appraised value of the collateral.
(2) Represents appraised value and realtor comparables less estimated selling expenses.
The changes in Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows for the three month period ended March 31, 2011.
|
|
Net Derivatives
|
|
|
|
(In Thousands)
|
|
Balance December 31, 2010
|
|
$ |
280 |
|
Realized and unrealized gains (losses) included in earnings
|
|
|
43 |
|
Unrealized gains (losses) included in other comprehensive income
|
|
|
- |
|
Purchases, settlements, paydowns, and maturities
|
|
|
- |
|
Transfer into Level 3
|
|
|
- |
|
Balance March 31, 2011
|
|
$ |
323 |
|
Financial instruments recorded using FASB ASC 825-10
Under FASB ASC 825-10, Financial Instruments, the Corporation may elect to report most financial instruments and certain other items at fair value on an instrument-by-instrument basis with changes in fair value reported in net income. After the initial adoption the election is made at the acquisition of an eligible financial asset, financial liability or firm commitment or when certain specified reconsideration events occur. The fair value election, with respect to an item, may not be revoked once an election is made.
NOTE 9 - FAIR VALUE (continued)
The following table reflects the differences between the fair value carrying amount of residential mortgage loans held for sale at March 31, 2011, measured at fair value under FASB ASC 825-10, and the aggregate unpaid principal amount the Corporation is contractually entitled to receive at maturity.
(In Thousands)
|
|
Aggregate
Fair Value
|
|
|
Difference
|
|
|
Contractual
Principal
|
|
Residential mortgage loans held for sale
|
|
$ |
33,689 |
|
|
$ |
1,156 |
|
|
$ |
32,533 |
|
The Corporation has elected to account for residential loans held for sale at fair value to eliminate the mismatch that would occur by recording changes in market value on derivative instruments used to hedge loans held for sale while carrying the loans at the lower of cost or market.
The following methods and assumptions were used in estimating the fair value of financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or non-recurring basis are discussed above. The estimated fair value approximates carrying value for cash and cash equivalents and accrued interest. The methodologies for other financial assets and financial liabilities are discussed below:
Cash and Short-Term Investments
For those short-term instruments, the carrying amount is a reasonable estimate of fair value.
Securities
The fair values for investment securities are valued using the prices obtained from an independent pricing service.
Loans Held for Sale
Loans held for sale are recorded at fair value, determined individually, as of the balance sheet date.
Loans
For certain homogeneous categories of loans, such as some residential mortgages, and other consumer loans, fair value is estimated using the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics. The fair value of other types of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.
Deposits and Borrowings
The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. The fair value of all other deposits and borrowings is determined using the discounted cash flow method. The discount rate was equal to the rate currently offered on similar products.
Accrued Interest
The carrying amounts of accrued interest approximate fair value.
NOTE 9 - FAIR VALUE (continued)
Off-Balance-Sheet Financial Instruments
The fair value of commitments to extend credit is estimated using the fees currently charged to enter similar agreements, taking into account the remaining terms of the agreements and the present credit worthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of stand-by letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date.
At March 31, 2011 and December 31, 2010, the majority of off-balance-sheet items are variable rate instruments or convert to variable rate instruments if drawn upon. Therefore, the fair value of these items is largely based on fees, which are nominal and immaterial.
The carrying amounts and estimated fair values of financial instruments at March 31, 2011 and December 31, 2010 were as follows:
|
|
March 31, 2011
|
|
|
December 31, 2010
|
|
|
|
Carrying
|
|
|
Fair
|
|
|
Carrying
|
|
|
Fair
|
|
|
|
Amount
|
|
|
Value
|
|
|
Amount
|
|
|
Value
|
|
|
|
(In Thousands)
|
|
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and short-term investments
|
|
$ |
42,001 |
|
|
$ |
42,001 |
|
|
$ |
111,907 |
|
|
$ |
111,907 |
|
Securities available for sale
|
|
|
124,983 |
|
|
|
124,983 |
|
|
|
124,307 |
|
|
|
124,307 |
|
Restricted stock
|
|
|
4,438 |
|
|
|
4,438 |
|
|
|
4,438 |
|
|
|
4,438 |
|
Loans held for sale
|
|
|
33,689 |
|
|
|
33,689 |
|
|
|
82,244 |
|
|
|
82,244 |
|
Loans, net of allowance
|
|
|
486,747 |
|
|
|
473,349 |
|
|
|
481,002 |
|
|
|
493,169 |
|
Derivatives
|
|
|
1,000 |
|
|
|
1,000 |
|
|
|
318 |
|
|
|
318 |
|
Total financial assets
|
|
$ |
692,858 |
|
|
$ |
679,460 |
|
|
$ |
804,216 |
|
|
$ |
816,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
$ |
496,159 |
|
|
$ |
437,851 |
|
|
$ |
627,848 |
|
|
$ |
626,606 |
|
Short-term borrowings
|
|
|
127,053 |
|
|
|
129,401 |
|
|
|
80,348 |
|
|
|
81,513 |
|
Long-term borrowings
|
|
|
6,482 |
|
|
|
6,762 |
|
|
|
37,034 |
|
|
|
37,155 |
|
Subordinated debentures
|
|
|
6,186 |
|
|
|
6,241 |
|
|
|
6,186 |
|
|
|
6,242 |
|
Derivatives
|
|
|
677 |
|
|
|
677 |
|
|
|
38 |
|
|
|
38 |
|
Total financial liabilities
|
|
$ |
636,557 |
|
|
$ |
580,932 |
|
|
$ |
751,454 |
|
|
$ |
751,554 |
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Corporation’s consolidated financial statements, and notes thereto, included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010. Operating results for the three months ended March 31, 2011 are not necessarily indicative of the results for the year ending December 31, 2011 or any future period.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
In addition to historical information, this Quarterly Report on Form 10-Q may contain forward-looking statements. For this purpose, any statements contained herein, including documents incorporated by reference, that are not statements of historical fact may be deemed to be forward-looking statements. Examples of forward-looking statements include discussions as to our expectations, beliefs, plans, goals, objectives and future financial or other performance or assumptions concerning matters discussed in this document. Forward-looking statements often use words such as “believes,” “expects,” “plans,” “may,” “will,” “should,” “projects,” “contemplates,” “ anticipates,” “forecasts,” “intends” or other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, and actual results could differ materially from historical results or those anticipated by such statements. Factors that could have a material adverse effect on the operations and future prospects of the Corporation include, but are not limited to, changes in: continued deterioration in general business and economic conditions and in the financial markets, the impact of any laws, regulations, policies or programs implemented pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the Emergency Economic Stabilization Act of 2008 (the “EESA”), as amended by the American Recovery and Reinvestment Act of 2009 (the “ARRA”), branch expansion plans, interest rates, monetary and fiscal policies of the U.S. Government, including policies of the Office of the Comptroller of the Currency (“Comptroller”), the U.S. Department of the Treasury and the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of Richmond, the economy of Northern Virginia, including governmental spending and commercial and residential real estate markets, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, and accounting principles, policies and guidelines. These risks and uncertainties should be considered in evaluating the forward-looking statements contained herein, and readers are cautioned not to place undue reliance on such statements. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made.
In addition, periods of distress or dysfunction in significant portions of the global financial markets could impact our performance, both directly by affecting our revenues and the value of our assets and liabilities, and indirectly by affecting our counterparties and the economy generally. Dramatic declines in the commercial and residential real estate markets during recent financial periods have resulted in significant write-downs of asset values by financial institutions in the United States. Concerns about the stability of the U.S. financial markets generally have reduced the availability of funding to certain financial institutions, leading to a tightening of credit and a reduction of business activity. There can be no assurance that the EESA, the ARRA or other actions taken by the federal government will alleviate the industry or economic factors that may adversely affect our business. In addition, our business and financial performance could be impacted as the financial industry restructures in the current environment, both by changes in the creditworthiness and performance of our counterparties and by changes in the competitive and regulatory landscape due to the Dodd-Frank Act or otherwise. For additional discussion of risk factors that may cause our actual future results to differ materially from the results indicated within forward looking statements, please see “Item 1A – Risk Factors” of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
CRITICAL ACCOUNTING POLICIES
The Corporation’s consolidated financial statements have been prepared in accordance with GAAP. In preparing the Corporation’s financial statements management makes estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. Management believes that the most significant subjective judgments that it makes include the following:
Allowance for Loan Losses
The allowance for loan losses is an estimate of the losses that may be sustained in our loan portfolio. The allowance is based on two basic principles of accounting: (i) FASB ASC 450-10, which requires that losses be accrued when they are probable of occurring and estimatable, and (ii) FASB ASC 310-10, which requires that losses be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance. An allowance for loan losses is established through a provision for loan losses based upon industry standards, known risk characteristics, management’s evaluation of the risk inherent in the loan portfolio and changes in the nature and volume of loan activity. Such evaluation considers, among other factors, the estimated market value of the underlying collateral and current economic conditions. For further information about our practices with respect to allowance for loan losses, please see Note 4 to the consolidated financial statements.
Other-Than-Temporary Impairment of Securities
The Corporation’s securities portfolio is classified as available for sale. At March 31, 2011 there were no non-agency mortgage backed securities or trust preferred securities in the portfolio. The estimated fair value of the portfolio fluctuates due to changes in market interest rates and other factors. Changes in estimated fair value are recorded in stockholders’ equity as a component of comprehensive income. Securities are monitored to determine whether a decline in their value is other-than-temporary. Management evaluates the investment portfolio on a quarterly basis to determine the collectability of amounts due per the contractual terms of the investment security. Once a decline in value is determined to be other-than-temporary, the value of the security is reduced and a corresponding charge to earnings is recognized. At March 31, 2011 there were no securities with other-than-temporary impairment.
Income Taxes
The Corporation uses the liability method of accounting for income taxes. This method results in the recognition of deferred tax assets and liabilities that are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The deferred provision for income taxes is the result of the net change in the deferred tax asset and deferred tax liability balances during the year. This amount combined with the current taxes payable or refundable results in the income tax expense for the current year. The Corporation’s evaluation of the deductibility or taxability of items included in the Corporation’s tax returns has not resulted in the identification of any material, uncertain tax positions.
Fair Value
Fair values of financial instruments are estimated using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. The fair value estimates of existing on and off-balance sheet financial instruments do not include the value of anticipated future business or the values of assets and liabilities not considered financial instruments. For additional information about our financial assets carried at fair value, please see Note 9 to the consolidated financial statements.
Off-Balance Sheet Items
In the ordinary course of business, the Bank issues commitments to extend credit and, at March 31, 2011 and December 31, 2010, these commitments amounted to $37.1 million and $36.1 million, respectively. These commitments do not necessarily represent cash requirements, since many commitments are expected to expire without being drawn on.
At March 31, 2011 and December 31, 2010, the Bank had approximately $68.6 million and $108.6 million, respectively, in unfunded lines of credit and letters of credit. These lines of credit, if drawn upon, would be funded from routine cash flows and short-term borrowings.
The Bank maintains a reserve for potential off-balance sheet credit losses that is included in other liabilities on the balance sheet. At March 31, 2011 and December 31, 2010 the balance in this account totaled $297 thousand. The Mortgage Corporation maintains a similar reserve, the Allowance for Losses on Loans Sold for potential liability under standard representations and warranties issued in connection with loans sold. This reserve totaled $2.1 million at March 31, 2011 and $1.9 million at December 31, 2010 and is included in other liabilities on the balance sheet. The following table shows the changes to the Allowance for Losses on Mortgage Loans Sold.
|
|
Three Months ended
|
|
|
Year Ended
|
|
|
|
March 31, 2011
|
|
|
December 31, 2010
|
|
|
|
(In Thousands)
|
|
Allowance for losses on mortgage loans sold -beginning of period
|
|
$ |
1,991 |
|
|
$ |
3,332 |
|
|
|
|
|
|
|
|
|
|
Provision charged to operating expense
|
|
|
126 |
|
|
|
3,836 |
|
Recoveries
|
|
|
- |
|
|
|
68 |
|
Charge-offs
|
|
|
(4 |
) |
|
|
(5,245 |
) |
Allowance for losses on mortgage loans sold - end of period
|
|
$ |
2,113 |
|
|
$ |
1,991 |
|
FINANCIAL CONDITION
Executive Summary
At March 31, 2011, the Corporation’s assets totaled $717.2 million, compared to $831.8 million at December 31, 2010, a decrease of $114.6 million. The decrease in assets is attributable in part to a decrease in loans held for sale of $48.6 million, which resulted from a 53.6% decline in mortgage loan originations during the first quarter of 2011 compared to the fourth quarter of 2010. Also contributing to the decrease in assets was a $70.0 million reduction in interest-bearing deposits and federal funds sold as these funds were used to reduce wholesale funds and CDARS deposits. Loans held for investment totaled $497.5 million at March 31, 2011 compared to $491.5 million at year end 2010, an increase of $6.0 million. The increase in loans is attributable to a $14.2 million increase in commercial loans that was partially offset by a $1.9 million decrease in commercial real estate loans, a $4.5 million decrease in residential loans and a $1.8 million decrease in real estate construction loans. At March 31, 2011, loans secured by real estate collateral comprised 77.6% of our total loan portfolio, with loans secured by commercial real estate contributing 43.5% of our total loan portfolio, loans secured by residential real estate contributing 26.8% and construction loans contributing 7.3%. Loans held for sale totaled $33.7 million, compared to $82.2 million at December 31, 2010, a decrease of $48.5 million. Loans held for sale fluctuates with the volume of loans originated during any given month and the length of time the loans are held prior to selling them in the secondary market. Deposits totaled $496.2 million at March 31, 2011, compared to $627.8 million at December 31, 2010. While noninterest bearing deposits increased $3.6 million from December 31, 2010 to March 31, 2011, interest-bearing deposits declined by $135.3 million as a result of a deliberate reduction in wholesale and CDARS deposits that was intended to reduce excess liquidity and interest expense.
Executive Summary (continued)
Net income for the first quarter of 2011 totaled $2.3 million compared to $1.2 million for the same period in 2010. Earnings per diluted share were $0.22 for the first quarter of 2011, compared to $0.11 per diluted share in the same period of 2010. The increase in earnings is primarily due to a $671 thousand decrease in interest expense, due to the low rate environment and favorable changes in deposit mix, and an $872 thousand decrease in noninterest expense due to decreases in other operating expenses related to improvements in the Corporation’s operating efficiency.
Non-performing assets (“NPA”) totaled approximately $11.0 million or 1.53% of total assets at March 31, 2011 down from $13.5 million or 2.12% of total assets at March 31, 2010. NPA are comprised of $9.1 million in non-accrual loans and $1.9 million in other real estate owned. Subsequent to March 31, 2011, non-performing assets has been reduced by $959 thousand from a sale of an OREO property.
We believe the economic recovery is continuing to strengthen and the labor market is improving. The unemployment rate for Fairfax County, Virginia at the end of March 2011 was 4.5% compared to 6.3% for the state of Virginia and 9.2% for the nation. The median sales price of new single family homes that sold through February 2011 was $897,700 an increase of 8% compared to the 2010 median of $831,000. Single family building permits issued in Fairfax County totaled 185 at March 31, 2011, down from 203 for the same period in 2010. The Federal Open Market Committee announced at the March 2011 meeting that the target rate for federal funds will remain at 0 to 25 basis points, with expectation that economic conditions will warrant this range for an extended period. The historically low interest rate environment continues to impact yields of variable loans and the securities portfolio. Despite the low rate environment, the Corporation’s net interest margin was essentially unchanged from the first quarter of 2010 to the first quarter of 2011.
We are continuing to focus on credit quality and we believe that we are well positioned for expanding our core business and strategic initiatives as the economy cycles into recovery.
Securities
The Corporation’s securities portfolio is comprised of U.S. government agency securities, mortgage backed securities, taxable municipal securities, and a CRA mutual fund. The portfolio does not have any non agency mortgage backed securities or trust preferred securities.
At March 31, 2011 the fair value of the securities portfolio totaled approximately $125.0 million, compared to $124.3 million at December 31, 2010. All securities were classified as available for sale. Securities classified as available for sale are accounted for at fair market value with unrealized gains and losses recorded directly to a separate component of shareholders' equity, net of associated tax effect. Investment securities are used to provide liquidity, to generate income, and to temporarily supplement loan growth as needed. The investment portfolio does not contain any non-agency mortgage backed securities or trust preferred securities.
Restricted Stock
Restricted stock consists of FHLB stock and FRB stock. These stocks are classified as restricted stocks because their ownership is restricted to certain types of entities and they lack a market. Restricted stock is carried at cost on the Corporation’s financial statements. Dividends are paid semi-annually on FRB stock and the FHLB has declared quarterly dividends for each quarter in 2010.
Loans
The loans portfolio constitutes the largest component of earning assets and is comprised of commercial real estate loans, residential real estate, commercial loans, real estate construction loans, and consumer loans. All lending activities of the Bank and its subsidiaries are subject to the regulations and supervision of the Comptroller. The loan portfolio does not have any pay option adjustable rate mortgages, loans with teaser rates or subprime loans or any other loans considered “high risk loans”. Loans totaled $497.5 million at March 31, 2011 compared to $491.5 million at December 31, 2010, an increase of $6.0 million. Commercial real estate loans decreased approximately $1.9 million, residential real estate loans decreased $4.5 million and real estate construction loans decreased $1.8 million. Commercial loans increased approximately $14.2 million.
Loans (continued)
The increase in commercial loans reflects an improvement in local economic conditions and increased loan demand by local businesses. Please see Note 4 to the consolidated financial statements for a table that summarizes the composition of the Corporation’s loan portfolio. The following is a summary of the loan portfolio at March 31, 2011.
Commercial Real Estate Loans: This category of loans represents the largest segment of the loan portfolio and comprised 43.45% of the loans held for investment as of March 31, 2011. These loans generally fall into one of three situations in order of magnitude: first, loans supporting an owner occupied commercial property; second, properties used by non-profit organizations such as churches or schools where repayment is dependent upon the cash flow of the non-profit organizations; and third, loans supporting a commercial property leased to third parties for investment. Commercial real estate loans are secured by the subject property and underwritten to policy standards. Policy standards approved by the Board of Directors from time to time set forth, among other considerations, loan-to-value limits, cash flow coverage ratios, and the general creditworthiness of the obligors.
Residential Real Estate Loans: This category represents the second largest segment of the loans held for investment and includes loans secured by first or second mortgages on one to four family residential properties. This segment comprised 26.80% of the loans held for investment portfolio as of March 31, 2011. Of this amount, the following sub-categories exist as a percentage of the whole residential real estate loan portfolio: home equity lines of credit, 15.0%; first trust mortgage loans, 69.6%; junior trust loans, 12.1%; and multi-family loans and loans secured by farmland, 3.3%.
Home equity lines of credit are extended to borrowers in our target market. Real estate equity is often the largest component of consumer wealth in our marketplace. Once approved, this consumer finance tool allows the borrowers to access the equity in their homes or investment properties and use the proceeds for virtually any purpose. Home equity lines of credit are most frequently secured by a second lien on residential property. The proceeds of first trust mortgage loans are used to acquire or refinance the primary financing on owner occupied and residential investment properties. Junior trust loans are loans to consumers wherein the proceeds have been used for a stated consumer purpose. Examples of consumer purposes are education, refinancing debt, or purchasing consumer goods. The loans are generally extended in a single disbursement and repaid over a specified period of time. Loans in the residential real estate portfolio are underwritten to standards within a traditional consumer framework that is periodically reviewed and updated by management and the Board of Directors and takes into consideration repayment source and capacity, value of the underlying property, credit history, savings pattern, and stability.
Commercial Loans: Commercial Loans represent 21.92% of the loans held for investment portfolio as of March 31, 2011. These loans are made to businesses or individuals within our target market for business purposes. Typically the loan proceeds are used to support working capital and the acquisition of fixed assets of an operating business. We underwrite these loans based upon our assessment of the obligor(s)’ ability to generate operating cash flows in the future necessary to repay the loan. To address the risks associated with the uncertainties of future cash flows, these loans are generally well secured by assets owned by the business or its principal shareholders/owners and the principal shareholders/owners are typically required to guarantee the loan.
Real Estate Construction Loans: Real estate construction loans, also known as construction and land development loans, comprise 7.30% of the loans held for investment portfolio as of March 31, 2011. These loans generally fall into one of three categories: first, loans to individuals that are ultimately used to acquire property and construct an owner occupied residence; second, loans to builders for the purpose of acquiring property and constructing homes for sale to consumers; and third, loans to developers for the purpose of acquiring land that is developed into finished lots for the ultimate construction of residential or commercial buildings. Loans of these types are generally secured by the subject property within limits established by the Board of Directors based upon an assessment of market conditions and updated from time to time. The loans typically carry recourse to principal owners. In addition to the repayment risk associated with loans to individuals and businesses, loans in this category carry construction completion risk. To address this additional risk, loans of this type are subject to additional administration procedures designed to verify and ensure progress of the project in accordance with allocated funding, project specifications and time frames.
Loans (continued)
Consumer and Other Loans: Consumer and Other Loans make up approximately 0.53% of the loans held for investment portfolio as of March 31, 2011. Most loans in this category are well secured with assets other than real estate, such as marketable securities or automobiles. Very few consumer loans are unsecured. As a matter of operation, management discourages unsecured lending. Loans in this category are underwritten to standards within a traditional consumer framework that is periodically reviewed and updated by management and the Board of Directors and takes into consideration repayment capacity, collateral value, savings pattern, credit history and stability.
Loans Held for Sale (“LHFS”)
LHFS are residential mortgage loans originated by the Mortgage Corporation to consumers and underwritten in accordance with standards set forth by an institutional investor to whom we expect to sell the loans for a profit. Loan proceeds are used for the purchase or refinance of the property securing the loan. Loans are sold with the servicing released to the investor. At March 31, 2011, LHFS at fair value totaled $33.7 million compared to $82.2 million at December 31, 2010.
The LHFS loans are closed by the Mortgage Corporation and held on average fifteen to thirty days pending their sale primarily to mortgage banking subsidiaries of large financial institutions. The Mortgage Corporation is also approved to sell loans directly to Fannie Mae and Freddie Mac and is able to securitize loans that are insured by the Federal Housing Administration. During the first quarter of 2011 we originated $122.2 million of loans processed in this manner, compared to $263.6 million in the fourth quarter of 2010 and $148.9 million for the first quarter of 2010. Loans are sold without recourse and subject to industry standard representations and warranties that may require the repurchase, by the Mortgage Corporation, of loans previously sold. The repurchase risks associated with this activity center around early payment defaults and borrower fraud.
In certain circumstances, the Bank will purchase adjustable rate mortgage loans in the Bank’s market area directly from the Mortgage Corporation to supplement loan growth in the Bank’s portfolio. During the first quarter of 2011 the Bank purchased one loan in the amount of $191 thousand for the Bank’s portfolio. The Mortgage Corporation also transferred one loan totaling $147 thousand to the Bank in the first quarter of 2011 due to the Mortgage Corporation’s inability to sell the loan to a third party.
Brokered Loans
Brokered loans are underwritten and closed by a third party lender. The Mortgage Corporation is paid a fee for procuring and packaging brokered loans. During the first three months of 2011, $17.2 million in residential mortgage loans were originated under this type of delivery method, as compared to $19.8 million for the same period of 2010. Brokered loans accounted for 12.3% of the total loan volume for the first three months of 2011 compared to 11.7% for the same period of 2010. We have historically brokered loans that do not conform to the products offered by the Mortgage Corporation. As of April 1, 2011 the Mortgage Corporation discontinued brokering loans as a result of new disclosure and compensation regulations. The Mortgage Corporation has increased its product line to include most of the products previously brokered and we do not believe that this change will have a material impact on our business.
Allowance for Loan Losses
The allowance for loan losses totaled approximately $10.7 million at March 31, 2011 compared to $10.5 million at December 31, 2010. The Corporation’s allowance for loan losses remained relatively steady through the first quarter of 2011 due to minimal changes to the non-performing loan and OREO balances during the same period. For additional information about the allowance for loan losses, please see Note 4 to the consolidated financial statements.
Non-performing Assets
At March 31, 2011 and December 31, 2010, the Bank had non-performing assets totaling $11.0 million and $10.4 million respectively. Non-performing assets consist of non-accrual loans and other real estate owned. All non-performing loans are carried at the expected liquidation value of the underlying collateral. The table below sets forth the amounts and categories of non-performing assets.
Non-performing Assets (continued)
The following table is a summary of our non-performing assets at March 31, 2011 and December 31, 2010.
|
|
March 31, 2011
|
|
|
December 31, 2010
|
|
|
|
(Dollars In Thousands)
|
|
Non-accrual and restructured loans : |
|
|
|
|
|
|
Commercial real estate
|
|
$ |
6,450 |
|
|
$ |
6,712 |
|
Residential real estate
|
|
|
1,839 |
|
|
|
949 |
|
Commercial
|
|
|
874 |
|
|
|
900 |
|
Real estate construction
|
|
|
- |
|
|
|
- |
|
Consumer
|
|
|
- |
|
|
|
- |
|
Total non-accrual and restructured loans
|
|
|
9,163 |
|
|
|
8,561 |
|
|
|
|
|
|
|
|
|
|
Other real estate owned ("OREO")
|
|
|
1,859 |
|
|
|
1,859 |
|
|
|
|
|
|
|
|
|
|
Total non-performing assets
|
|
$ |
11,022 |
|
|
$ |
10,420 |
|
|
|
|
|
|
|
|
|
|
Ratio of non-performing assets to:
|
|
|
|
|
|
|
|
|
Total loans plus OREO
|
|
|
2.21 |
% |
|
|
2.11 |
% |
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
1.53 |
% |
|
|
1.25 |
% |
|
|
|
|
|
|
|
|
|
Accruing past due loans:
|
|
|
|
|
|
|
|
|
90 or more days past due
|
|
$ |
- |
|
|
$ |
333 |
|
Deposits
Deposits are the primary sources of funding loan growth. At March 31, 2011, deposits totaled $496.2 million compared to $627.8 million on December 31, 2010, a decrease of $131.6 million. Savings and interest-bearing deposits decreased $9.9 million from December 31, 2010 and totaled $148.5 million at March 31, 2011. Time deposits decreased $125.4 million from $385.5 million at December 31, 2010 to $260.1 million at March 31, 2011. Noninterest-bearing deposits increased $3.6 million from $84.0 million at December 31, 2010 to $87.6 million at March 31, 2011. The decrease in savings and time deposits is due to a deliberate reduction in wholesale and CDARS deposits. The growth in noninterest-bearing accounts is attributable to new accounts opened during the first quarter of 2011 and balance fluctuations of existing commercial accounts.
Shareholders’ Equity
Shareholders’ equity totaled approximately $74.5 million at March 31, 2011 compared to $72.2 million at December 31, 2010. The increase in shareholders’ equity is due to retained earnings net of dividends paid and share repurchase activity. Banking regulators have defined minimum regulatory capital ratios that the Corporation and the Bank are required to maintain. These risk based capital guidelines take into consideration risk factors, as defined by the banking regulators, associated with various categories of assets, both on and off the balance sheet. Both the Corporation and Bank are classified as well capitalized, which is the highest rating.
Shareholders’ Equity (continued)
The following table outlines the regulatory components of the Corporation’s capital and risk based capital ratios.
Risk Based Capital Analysis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
(In Thousands)
|
|
|
|
|
Tier 1 Capital:
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
$ |
8,626 |
|
|
$ |
8,664 |
|
|
|
|
Capital surplus
|
|
|
17,572 |
|
|
|
17,794 |
|
|
|
|
Retained earnings
|
|
|
49,595 |
|
|
|
47,530 |
|
|
|
|
Less: Net unrealized loss on equity securities
|
|
|
(14 |
) |
|
|
- |
|
|
|
|
Subordinated debentures
|
|
|
6,000 |
|
|
|
6,000 |
|
|
|
|
Less: Dissallowed servicing assets
|
|
|
149 |
|
|
|
(168 |
) |
|
|
|
Total Tier 1 capital
|
|
|
81,630 |
|
|
|
79,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated debentures not included in Tier 1
|
|
|
- |
|
|
|
- |
|
|
|
|
Allowance for loan losses
|
|
|
6,826 |
|
|
|
7,049 |
|
|
|
|
Unrealized gain on available for sale equity securities
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
6,826 |
|
|
|
7,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total risk based capital
|
|
$ |
88,456 |
|
|
$ |
86,869 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk weighted assets
|
|
$ |
541,872 |
|
|
$ |
560,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarterly average assets
|
|
$ |
762,039 |
|
|
$ |
834,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regulatory
|
|
|
|
|
|
|
|
|
|
|
|
Minimum
|
|
Capital Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 risk based capital ratio
|
|
|
15.06 |
% |
|
|
14.25 |
% |
|
|
4.00 |
% |
Total risk based capital ratio
|
|
|
16.32 |
% |
|
|
15.51 |
% |
|
|
8.00 |
% |
Leverage ratio
|
|
|
10.71 |
% |
|
|
9.56 |
% |
|
|
4.00 |
% |
RESULTS OF OPERATIONS
Summary
Net income for the first quarter of 2011 totaled $2.3 million or $0.22 diluted earnings per share. This compares with $1.2 million or $0.11 diluted earnings per share for the same quarter in 2010. The increase in earnings for the three months ended March 31, 2011 as compared to the same period in 2010 is attributable to a 129.2% increase in income before taxes from the commercial banking segment. Total revenues from the commercial banking segment increased $934 thousand and total expenses decreased $953 thousand.
Net Interest Income
Net interest income, the principal source of earnings, is the amount of income generated by earning assets (primarily loans and investment securities) less the interest expense incurred on interest-bearing liabilities (primarily deposits) used to fund earning assets. Net interest income for the three months ended March 31, 2011 totaled $6.6 million compared to $5.6 million for the same period in 2010. The increase in net interest income is primarily due to lower funding costs and an increase in interest and dividends on securities. Net interest margin was 3.55% for the first quarter of 2011 compared with 3.58% for the first quarter of 2010. Average earning assets for the three month period ending March 31, 2011 totaled $739.5 million compared to $624.1 million for the same period in 2010, an increase of $115.4 million. The increase in average earning assets is primarily due to an $82.2 million increase in investment securities as the Corporation allocated excess liquidity generated by deposit growth to its securities portfolio, an $18.2 million increase in loans held for investment and a $17.4 million increase in interest-bearing balances.
Volume and Rate Analysis
The following table presents the dollar amount of changes in interest income and interest expense for each category of interest earning assets and interest-bearing liabilities.
|
|
Three Months Ended March 31,
|
|
|
|
2011 compared to 2010
|
|
|
|
Change Due To:
|
|
|
|
Increase /
|
|
|
|
|
|
|
|
|
|
(Decrease)
|
|
|
Volume
|
|
|
Rate
|
|
|
|
(In Thousands)
|
|
Interest Earning Assets:
|
|
|
|
|
|
|
|
|
|
Securities
|
|
$ |
283 |
|
|
$ |
410 |
|
|
$ |
(127 |
) |
Loans held for sale
|
|
|
(40 |
) |
|
|
(30 |
) |
|
|
(10 |
) |
Loans
|
|
|
50 |
|
|
|
281 |
|
|
|
(231 |
) |
Interest-bearing deposits
|
|
|
18 |
|
|
|
11 |
|
|
|
7 |
|
Total increase (decrease) in interest income
|
|
|
311 |
|
|
|
672 |
|
|
|
(361 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand deposits
|
|
|
(16 |
) |
|
|
- |
|
|
|
(16 |
) |
Money market deposit accounts
|
|
|
(199 |
) |
|
|
(16 |
) |
|
|
(183 |
) |
Savings accounts
|
|
|
(9 |
) |
|
|
(2 |
) |
|
|
(7 |
) |
Time deposits
|
|
|
(233 |
) |
|
|
469 |
|
|
|
(702 |
) |
Total interest-bearing deposits
|
|
|
(457 |
) |
|
|
451 |
|
|
|
(908 |
) |
FHLB Advances
|
|
|
(188 |
) |
|
|
(96 |
) |
|
|
(92 |
) |
Securities sold under agreements to repurchase
|
|
|
(10 |
) |
|
|
10 |
|
|
|
(20 |
) |
Other short-term borrowings
|
|
|
15 |
|
|
|
29 |
|
|
|
(14 |
) |
Long-term borrowings
|
|
|
(32 |
) |
|
|
(47 |
) |
|
|
15 |
|
Subordinated debentures
|
|
|
1 |
|
|
|
- |
|
|
|
1 |
|
Total increase (decrease) in interest expense
|
|
|
(671 |
) |
|
|
347 |
|
|
|
(1,018 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in net interest income
|
|
$ |
982 |
|
|
$ |
325 |
|
|
$ |
657 |
|
Average Balances, Net Interest Income, Yields Earned and Rates Paid
The following table presents for the periods indicated the total dollar amount of interest income from average interest-earning assets and the resultant yields, as well as the interest expense on average interest-bearing liabilities, expressed in dollars and rates.
|
|
Yield on Average Earning Assets and Rates on Average Interest-Bearing Liabilities
|
|
|
|
Three Month Period Ended |
|
|
|
March 31, 2011
|
|
|
March 31, 2010
|
|
|
|
Average
|
|
|
Income /
|
|
|
Yield /
|
|
|
Average
|
|
|
Income /
|
|
|
Yield /
|
|
|
|
Balance
|
|
|
Expense
|
|
|
Rate
|
|
|
Balance
|
|
|
Expense
|
|
|
Rate
|
|
|
|
(Dollars In Thousands)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities, at amortized cost(1)
|
|
$ |
135,281 |
|
|
$ |
633 |
|
|
|
1.87 |
% |
|
$ |
53,073 |
|
|
$ |
350 |
|
|
|
2.64 |
% |
Loans held for sale
|
|
|
29,021 |
|
|
|
349 |
|
|
|
4.81 |
% |
|
|
31,528 |
|
|
|
389 |
|
|
|
4.94 |
% |
Loans(2)
|
|
|
494,920 |
|
|
|
7,533 |
|
|
|
6.09 |
% |
|
|
476,713 |
|
|
|
7,483 |
|
|
|
6.28 |
% |
Interest-bearing balances and federal funds sold
|
|
|
80,250 |
|
|
|
55 |
|
|
|
0.27 |
% |
|
|
62,813 |
|
|
|
37 |
|
|
|
0.24 |
% |
Total interest earning assets
|
|
|
739,472 |
|
|
|
8,570 |
|
|
|
4.64 |
% |
|
|
624,127 |
|
|
|
8,259 |
|
|
|
5.29 |
% |
Non-interest earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
|
12,180 |
|
|
|
|
|
|
|
|
|
|
|
7,205 |
|
|
|
|
|
|
|
|
|
Premises, land, and equipment
|
|
|
8,927 |
|
|
|
|
|
|
|
|
|
|
|
8,731 |
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
13,798 |
|
|
|
|
|
|
|
|
|
|
|
23,930 |
|
|
|
|
|
|
|
|
|
Less: allowance for loan losses
|
|
|
(10,597 |
) |
|
|
|
|
|
|
|
|
|
|
(9,371 |
) |
|
|
|
|
|
|
|
|
Total noninterest earning assets
|
|
|
24,308 |
|
|
|
|
|
|
|
|
|
|
|
30,495 |
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$ |
763,780 |
|
|
|
|
|
|
|
|
|
|
$ |
654,622 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand deposits
|
|
$ |
23,425 |
|
|
$ |
27 |
|
|
|
0.46 |
% |
|
$ |
23,484 |
|
|
$ |
43 |
|
|
|
0.73 |
% |
Money market deposit accounts
|
|
|
124,176 |
|
|
|
194 |
|
|
|
0.62 |
% |
|
|
129,783 |
|
|
|
393 |
|
|
|
1.21 |
% |
Savings accounts
|
|
|
2,905 |
|
|
|
1 |
|
|
|
0.14 |
% |
|
|
4,135 |
|
|
|
10 |
|
|
|
0.97 |
% |
Time deposits
|
|
|
336,279 |
|
|
|
1,289 |
|
|
|
1.53 |
% |
|
|
243,516 |
|
|
|
1,522 |
|
|
|
2.50 |
% |
Total interest-bearing deposits
|
|
|
486,785 |
|
|
|
1,511 |
|
|
|
1.24 |
% |
|
|
400,918 |
|
|
|
1,968 |
|
|
|
1.96 |
% |
Borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB Advances
|
|
|
4,523 |
|
|
|
15 |
|
|
|
1.33 |
% |
|
|
17,708 |
|
|
|
203 |
|
|
|
4.59 |
% |
Securities sold under agreements to repurchase and federal fund purchased
|
|
|
36,064 |
|
|
|
18 |
|
|
|
0.20 |
% |
|
|
24,356 |
|
|
|
28 |
|
|
|
0.46 |
% |
Other short-term borrowings
|
|
|
32,115 |
|
|
|
49 |
|
|
|
0.61 |
% |
|
|
15,067 |
|
|
|
34 |
|
|
|
0.90 |
% |
FHLB long-term borrowings
|
|
|
7,018 |
|
|
|
62 |
|
|
|
3.53 |
% |
|
|
12,645 |
|
|
|
94 |
|
|
|
2.97 |
% |
FDIC term note
|
|
|
29,999 |
|
|
|
295 |
|
|
|
3.93 |
% |
|
|
29,997 |
|
|
|
295 |
|
|
|
3.93 |
% |
Subordinated Debentures
|
|
|
6,186 |
|
|
|
53 |
|
|
|
3.43 |
% |
|
|
6,186 |
|
|
|
52 |
|
|
|
3.36 |
% |
Total borrowings
|
|
|
115,905 |
|
|
|
492 |
|
|
|
1.70 |
% |
|
|
105,959 |
|
|
|
706 |
|
|
|
2.67 |
% |
Total interest-bearing liabilities
|
|
|
602,690 |
|
|
|
2,003 |
|
|
|
1.33 |
% |
|
|
506,877 |
|
|
|
2,674 |
|
|
|
2.11 |
% |
Noninterest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits
|
|
|
80,181 |
|
|
|
|
|
|
|
|
|
|
|
67,291 |
|
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
7,921 |
|
|
|
|
|
|
|
|
|
|
|
11,068 |
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
690,792 |
|
|
|
|
|
|
|
|
|
|
|
585,236 |
|
|
|
|
|
|
|
|
|
Shareholders’ Equity
|
|
|
72,988 |
|
|
|
|
|
|
|
|
|
|
|
69,386 |
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Equity:
|
|
$ |
763,780 |
|
|
|
|
|
|
|
|
|
|
$ |
654,622 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest spread(3)
|
|
|
|
|
|
|
|
|
|
|
3.31 |
% |
|
|
|
|
|
|
|
|
|
|
3.18 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin(4)
|
|
|
|
|
|
$ |
6,567 |
|
|
|
3.55 |
% |
|
|
|
|
|
$ |
5,585 |
|
|
|
3.58 |
% |
(1) Includes restricted stock.
(2) Loans placed on nonaccrual status are included in loan balances.
(3) Interest spread is the average yield earned on earning assets, less the average rate incurred on interest-bearing liabilities.
(4) Net interest margin is net interest income, expressed as a percentage of average earning assets.
Noninterest Income
Noninterest income consists of revenue generated from financial services and activities other than lending and investing. The Mortgage Corporation provides the most significant contributions to noninterest income. Total noninterest income was $5.8 million for the first quarter of 2011 compared to $6.0 million for the same period in 2010. Gains on the sale of loans originated by the Bank and Mortgage Corporation are the largest component of noninterest income. Gains on the sale of loans totaled $5.5 million for the three month period ended March 31, 2011, compared to $5.2 million for the same period of 2010. Gains on the sale of loans fluctuate with the volume of mortgage loans originated. During the three months ended March 31, 2011, the Mortgage Corporation originated $139.4 million in mortgage and brokered loans, down from $168.8 million for the same period in 2010.
For the three months ended March 31, 2011 other income reflected a loss of $186 thousand as a result of a $498 thousand loss relating to derivatives and hedging activities associated with loans held for sale. Losses on hedging activities occur when the market value of the loans being hedged increases, conversely when the market value of the loans being hedged declines, the market value of the securities used to hedge our loans increase and gains on hedging activities are realized.
Noninterest Expense
Noninterest expense totaled $8.6 million for the three months ended March 31, 2011, compared to $9.5 million for the same period in 2010, a decrease of $900 thousand. Salaries and employee benefits totaled $5.4 million for the three months ended March 31, 2011, compared to $5.3 million for the same period last year. Other operating expenses totaled $2.6 million for the three months ended March 31, 2011, compared to $3.6 million for the same period in 2010. Advertising expense decreased $265 thousand for the three months ended March 31, 2011 compared to the same period in 2010. The provision for losses on loans sold decreased $374 thousand for the three months ended March 31, 2011, compared to the same period in 2010. OREO expenses decreased $391 thousand for the three months ended March 31, 2011 compared to the same period in 2010.
The table below provides the composition of other operating expenses.
|
|
Three Months Ended March 31,
|
|
|
|
2011
|
|
|
2010
|
|
|
|
(In Thousands)
|
|
|
|
|
|
|
|
|
Advertising and promotional
|
|
$ |
445 |
|
|
$ |
710 |
|
Management fees
|
|
|
247 |
|
|
|
353 |
|
FDIC insurance
|
|
|
201 |
|
|
|
143 |
|
Investor fees
|
|
|
199 |
|
|
|
179 |
|
Business and franchise tax
|
|
|
156 |
|
|
|
114 |
|
Accounting and auditing
|
|
|
151 |
|
|
|
154 |
|
Provision for losses on mortgage loans sold
|
|
|
126 |
|
|
|
500 |
|
Data processing
|
|
|
126 |
|
|
|
146 |
|
Consulting fees
|
|
|
93 |
|
|
|
94 |
|
OREO Expense
|
|
|
68 |
|
|
|
459 |
|
Credit report
|
|
|
61 |
|
|
|
87 |
|
Telephone
|
|
|
57 |
|
|
|
56 |
|
Regulatory Examination
|
|
|
47 |
|
|
|
44 |
|
Loan and collection
|
|
|
27 |
|
|
|
76 |
|
Other
|
|
|
569 |
|
|
|
452 |
|
|
|
$ |
2,573 |
|
|
$ |
3,567 |
|
Liquidity Management
Liquidity is the ability of the Corporation to meet current and future cash flow requirements. The liquidity of a financial institution reflects its ability to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining the Corporation’s ability to meet the daily cash flow requirements of both depositors and borrowers. Management monitors liquidity through a regular review of asset and liability maturities, funding sources and loan and deposit forecasts.
Asset and liability management functions not only serve to assure adequate liquidity in order to meet the needs of the Corporation’s customers, but also to maintain an appropriate balance between interest sensitive assets and interest sensitive liabilities so that the Corporation can earn an appropriate return for its shareholders.
The asset portion of the balance sheet provides liquidity primarily through loan principal repayments and maturities of investment securities. Other short-term investments such as federal funds sold and interest-bearing deposits with other banks provide an additional source of liquidity funding. At March 31, 2011, overnight interest-bearing balances totaled $32.7 million and unpledged available for sale investment securities totaling approximately $64.0 million.
The liability portion of the balance sheet provides liquidity through various interest-bearing and noninterest-bearing deposit accounts, federal funds purchased, securities sold under agreement to repurchase and other short-term borrowings. At March 31, 2011, the Bank had a line of credit with the FHLB totaling $233.6 million and had outstanding short-term loans of $40.0 million, and an additional $6.5 million in term loans at fixed rates ranging from 2.55% to 4.97% leaving $187.1 million available on the line. In addition to the line of credit at the FHLB, the Bank and the Mortgage Corporation also issue repurchase agreements and commercial paper. As of March 31, 2011, outstanding repurchase agreements totaled approximately $36.9 million and commercial paper issued and other short-term borrowings amounted to $20.2 million. The interest rates on these instruments are variable and subject to change daily. The Bank also maintains federal funds lines of credit with its correspondent banks and, at March 31, 2011, these lines totaled $21.9 million and were available as an additional funding source. The Corporation also has $6.2 million in subordinated debentures to support the capital needs of the Bank.
On February 11, 2009 the Bank issued $30.0 million in long term debt that is backed by the full faith and credit of the United States under the FDIC’s Temporary Liquidity Guarantee Program. The note bears interest at 2.74% plus a 1% guarantee fee and matures February 15, 2012. The proceeds were used to supplement traditional sources of liquidity and to provide funding for loans.
Liquidity Management (continued)
The following table presents the composition of borrowings at March 31, 2011 and December 31, 2010.
Borrowed Funds Distribution
|
|
|
|
|
|
Three Months Ended
|
|
|
Year Ended
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2011
|
|
|
2010
|
|
|
|
(Dollars In Thousands)
|
|
At Period End
|
|
|
|
|
|
|
FHLB advances
|
|
$ |
40,000 |
|
|
$ |
5,417 |
|
FHLB long-term borrowings
|
|
|
6,482 |
|
|
|
7,036 |
|
Securities sold under agreements to repurchase and federal funds purchased
|
|
|
36,887 |
|
|
|
41,047 |
|
Other short-term borrowings
|
|
|
20,167 |
|
|
|
33,884 |
|
Subordinated debentures
|
|
|
6,186 |
|
|
|
6,186 |
|
FDIC term note
|
|
|
29,999 |
|
|
|
29,998 |
|
Total at period end
|
|
$ |
139,721 |
|
|
$ |
123,568 |
|
|
|
Three Months Ended
|
|
|
Year Ended
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2011
|
|
|
2010
|
|
|
|
(Dollars In Thousands)
|
|
Average Balances
|
|
|
|
|
|
|
FHLB advances
|
|
$ |
4,523 |
|
|
$ |
11,413 |
|
FHLB long-term borrowings
|
|
|
7,018 |
|
|
|
9,239 |
|
Securities sold under agreements to repurchase and federal funds purchased
|
|
|
36,064 |
|
|
|
29,202 |
|
Other short-term borrowings
|
|
|
32,115 |
|
|
|
26,674 |
|
Subordinated debentures
|
|
|
6,186 |
|
|
|
6,186 |
|
FDIC term note
|
|
|
29,999 |
|
|
|
29,998 |
|
Total average balance
|
|
$ |
115,905 |
|
|
$ |
112,712 |
|
Management believes the Corporation is well positioned with liquid assets, the ability to generate liquidity through liability funding and the availability of borrowed funds, to meet the liquidity needs of depositors and customers’ borrowing needs.
Contractual Obligations
There have been no material changes outside the ordinary course of business to the contractual obligations disclosed in the
Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Corporation’s market risk is composed primarily of interest rate risk. The Funds Management Committee is responsible for reviewing the interest rate sensitivity position and establishes policies to monitor and coordinate the Corporation’s sources, uses and pricing of funds.
Interest Rate Sensitivity Management
The Corporation uses a simulation model to analyze, manage and formulate operating strategies that address net interest income sensitivity to movements in interest rates. The simulation model projects net interest income based on various interest rate scenarios over a twelve month period. The model is based on the actual maturity and re-pricing characteristics of rate sensitive assets and liabilities. The model incorporates certain assumptions which management believes to be reasonable regarding the impact of changing interest rates and the prepayment assumption of certain assets and liabilities. The table below reflects the outcome of these analyses at March 31, 2011 and December 31, 2010, assuming budgeted growth in the balance sheet. According to the model run for the three month period ended March 31, 2011, and projecting forward over a twelve month period, an immediate 100 basis point increase in interest rates would result in an increase in net interest income of 0.88%. Modeling for an immediate 100 basis point decrease in interest rates has been suspended due to the current rate environment. While management carefully monitors the exposure to changes in interest rates and takes actions as warranted to mitigate any adverse impact, there can be no assurance about the actual effect of interest rate changes on net interest income.
The following table reflects the Corporation’s earnings sensitivity profile.
Increase in Federal
Funds Target Rate
|
|
|
Hypothetical Percentage
Change in Earnings
March 31, 2011
|
|
|
Hypothetical Percentage
Change in Earnings
December 31, 2010
|
|
|
3.00 |
% |
|
|
7.89 |
% |
|
|
11.63 |
% |
|
2.00 |
% |
|
|
4.05 |
% |
|
|
6.66 |
% |
|
1.00 |
% |
|
|
0.88 |
% |
|
|
2.25 |
% |
The Corporation’s net interest income and the fair value of its financial instruments are influenced by changes in the level of interest rates. The Corporation manages its exposure to fluctuations in interest rates through policies established by its Funds Management Committee. The Funds Management Committee meets periodically and has responsibility for formulating and implementing strategies to improve balance sheet positioning and earnings and reviewing interest rate sensitivity.
The Mortgage Corporation is party to mortgage rate lock commitments to fund mortgage loans at interest rates previously agreed to, and locked by both the Corporation and the borrower for specified periods of time. When the borrower locks its interest rate, the Corporation effectively extends a put option to the borrower, whereby the borrower is not obligated to enter into the loan agreement, but the Corporation must honor the interest rate for the specified time period. The Corporation is exposed to interest rate risk during the accumulation of interest rate lock commitments and loans prior to sale. The Corporation utilizes either a best efforts forward sale commitment or a mandatory forward sale commitment to economically hedge the changes in fair value of the loan due to changes in market interest rates. Failure to effectively monitor, manage and hedge the interest rate risk associated with the mandatory commitments subjects the Corporation to potentially significant market risk.
Throughout the lock period, the changes in the market value of interest rate lock commitments, best efforts, and mandatory forward sale commitments are recorded as unrealized gains and losses and are included in the statement of operations in other income. The Corporation's management has made complex judgments in the recognition of gains and losses in connection with this activity. The Corporation utilizes a third party and its proprietary simulation model to assist in identifying and managing the risk associated with this activity.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Corporation’s management evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of the Corporation’s 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 report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports that the Corporation files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Corporation’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that the Corporation’s disclosure controls and procedures will detect or uncover every situation involving the failure of persons within the Corporation to disclose material information required to be set forth in the Corporation’s periodic and current reports.
Changes in Internal Control over Financial Reporting
The Corporation’s management is also responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). No changes in the Corporation’s internal control over financial reporting occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Corporation, the Bank and the Mortgage Corporation are from time to time parties to legal proceedings arising in the ordinary course of business. Management is of the opinion that these legal proceedings will not have a material adverse effect on the Corporation’s financial condition or results of operations. From time to time the Bank and the Mortgage Corporation may initiate legal actions against borrowers in connection with collecting defaulted loans. Such actions are not considered material by management unless otherwise disclosed.
The Mortgage Corporation received a subpoena dated May 3, 2011 from the United States Attorney's Office (the "U.S. Attorney's Office") for the Southern District of New York. Correspondence accompanying the subpoena indicated that the U.S. Attorney's Office is investigating potential violations by the Mortgage Corporation of the statutes, regulations, and rules governing the Federal Housing Administration's direct endorsement lender program and potential violations of sections 215, 656, 657, 1005, 1006, 1007, 1014, or 1344 of Title 18 or section 287, 1001, 1032, 1341, or 1343 of Title 18 affecting a federally insured financial institution in contemplation of a possible civil proceeding under 12 U.S.C. Section 1833a.
The subpoena requires the Mortgage Corporation to produce certain documents and designate a knowledgeable witness to testify with respect to the matters set forth above. The Corporation and its subsidiaries intend to cooperate fully with this investigation.
The Corporation cannot determine the outcome of this investigation or any related civil proceeding. In addition, the Corporation cannot predict how long the investigation will take or whether it or any of its subsidiaries will be required to take any additional actions.
Item 1A. Risk Factors
There have been no material changes in the risk factors faced by the Corporation from those disclosed in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2010.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table details the Corporation’s purchases of its common stock during the first quarter of 2011 pursuant to a Share Repurchase Program announced on March 20, 2007. On June 22, 2010 the number of shares authorized for repurchase under the share repurchase program was increased from 2,500,000 to 3,500,000. The Share Repurchase Program does not have an expiration date.
|
|
Issuer Purchases of Equity Securities
|
|
|
|
|
|
|
|
|
|
(c) Total Number of
|
|
|
(d) Maximum Number
|
|
|
|
|
|
|
|
|
|
Shares Purchased as
|
|
|
of Shares that may
|
|
|
|
(a) Total Number of
|
|
|
(b) Average Price
|
|
|
Part of Publicly
|
|
|
yet be Purchased
|
|
Period
|
|
Shares Purchased
|
|
|
Paid Per Share
|
|
|
Announced Plan
|
|
|
Under the Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1 - January 31, 2011
|
|
|
1,500 |
|
|
$ |
6.45 |
|
|
|
1,500 |
|
|
|
1,142,530 |
|
February 1 - February 28, 2011
|
|
|
23,528 |
|
|
|
6.92 |
|
|
|
23,528 |
|
|
|
1,119,002 |
|
March 1 - March 31, 2011
|
|
|
20,633 |
|
|
|
7.04 |
|
|
|
20,633 |
|
|
|
1,098,369 |
|
|
|
|
45,661 |
|
|
$ |
6.96 |
|
|
|
45,661 |
|
|
|
1,098,369 |
|
Item 3. Defaults Upon Senior Securities
None.
Item 4. (Removed and Reserved)
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
Amended and Restated Articles of Incorporation of Access National Corporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed July 18, 2006 (file number 000-49929))
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of Access National Corporation (incorporated by reference to Exhibit 3.2 to Form 8-K filed October 24, 2007 (file number 000-49929))
|
|
|
|
4.0
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|
Certain instruments relating to long-term debt as to which the total amount of securities authorized thereunder does not exceed 10% of Access National Corporation’s total assets have been omitted in accordance with Item 601(b)(4)(iii) of Regulation S-K. The registrant will furnish a copy of any such instrument to the Securities and Exchange Commission upon its request.
|
|
|
|
31.1*
|
|
CEO Certification Pursuant to Rule 13a-14(a)
|
|
|
|
31.2*
|
|
CFO Certification Pursuant to Rule 13a-14(a)
|
|
|
|
32*
|
|
CEO/CFO Certification Pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350)
|
* filed herewith
SIGNATURES
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.
|
Access National Corporation
|
|
(Registrant)
|
|
|
Date: May 16, 2011
|
By:
|
/s/ Michael W. Clarke
|
|
|
Michael W. Clarke
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: May 16, 2011
|
By:
|
/s/ Charles Wimer
|
|
|
Charles Wimer
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial & Accounting Officer)
|