The accompanying notes to consolidated
financial statements are an integral part of these statements.
The accompanying notes to consolidated
financial statements are an integral part of these statements.
The accompanying notes to consolidated
financial statements are an integral part of these statements.
The accompanying notes to consolidated
financial statements are an integral part of these statements.
The accompanying notes to consolidated
financial statements are an integral part of these statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The consolidated financial statements are comprised of the
accounts of First National Community Bancorp, Inc., and its wholly owned subsidiary, First National Community Bank (the “Bank”),
as well as the Bank’s wholly owned subsidiaries (collectively, the “Company”). The accounting and reporting
policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”)
and general practices within the banking industry. In the opinion of management, all adjustments necessary for a fair presentation
of the results for the quarterly period ended March 31, 2014 have been included in the consolidated financial statements. All
intercompany balances and transactions have been eliminated in consolidation. Prior period amounts have been reclassified when
necessary to conform to the current period’s presentation. These reclassifications did not have an impact on the operating
results or financial position of the Company. The operating results and financial position of the Company for the three months
ended March 31, 2014, may not be indicative of future results of operations and financial position.
The preparation of financial statements in accordance with
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ significantly from those estimates. Material estimates that
are particularly susceptible to change in the near term are the allowance for loan and lease losses (“ALLL”), investment
security valuations, the evaluation of investment securities and other real estate owned (“OREO”) for impairment,
and the evaluation of deferred income taxes.
These financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in the Company’s audited financial statements, included
in our Annual Report filed on Form 10-K as of and for the year ended December 31, 2013.
Note 2. New Authoritative Accounting Guidance
Accounting Guidance to be Adopted in Future Periods
ASU 2013-11, Income Taxes (Topic 740): “Presentation
of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,”
requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, be presented in the financial statements as
a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. If
a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date, the
unrecognized tax benefit should be presented in the financial statements as a liability and not combined with deferred tax assets.
This guidance is effective prospectively for fiscal years, and interim periods within those years beginning after December 15,
2014, with early adoption permitted. The Company is evaluating the effect the adoption of ASU 2013-11 on January 1, 2015 may have
on the operating results or financial position of the Company.
ASU 2014-04, Receivables-Troubled Debt Restructurings by Creditors
(Subtopic 310-40): “Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure,”
clarifies that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession
of residential real estate property collateralizing a consumer mortgage loan, upon either (a) the creditor obtaining legal title
to residential real estate property upon completion of a foreclosure or (b) the borrower conveying all interest in the residential
real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar
legal agreement. Additionally, the amendments require interim and annual disclosure of both the amount of foreclosed residential
real estate property held by the creditor and the recorded investment in consumer mortgage loans collateralized by residential
real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. This
guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014,
with early adoption permitted. The adoption of this guidance on January 1, 2015 is not expected to have a material effect on the
operating results or financial position of the Company.
ASU 2014-08, Presentation of Financial Statements (Topic 205)
and Property, Plant and Equipment (Topic 360): “Reporting Discontinued Operations and Disclosures of Disposals of Components
of an Entity,” changes the criteria for reporting a discontinued operation. Under the new guidance, a disposal of a component
of an entity or group of components of an entity is required to be reported in discontinued operations if the disposal represents
a strategic shift that has (or will have) a major effect on the entity’s operations and financial results. This new guidance
reduces complexity by removing the complex and extensive implementation guidance and illustrations that are necessary to apply
the current definition of a discontinued operation. The new guidance also requires expanded disclosures about discontinued operations
that will provide users with more information about the assets, liabilities, revenues and expenses of a discontinued operation
and will require pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for
discontinued operations reporting, which will provide users with information about the ongoing trends in a reporting organization’s
results from continuing operations. A public company or not-for-profit organization that has issued or is a conduit bond obligor
for securities that are traded, listed, or quoted on an exchange or an over-the-counter market is required to apply the new guidance
prospectively to all disposals (or classifications as held for sale) of components of an organization and all business or nonprofit
activities that, on acquisition, are classified as held for sale that occur within annual periods beginning on or after December
15, 2014, and interim periods within those years. The adoption of this guidance on January 1, 2015 is not expected to have a material
effect on the operating results or financial position of the Company.
Note 3. Regulatory Matters
The Bank is under a Consent Order (the “Order”)
from the Office of the Comptroller of the Currency (“OCC”) dated September 1, 2010. The Company is also subject to
a Written Agreement (the “Agreement”) with the Federal Reserve Bank of Philadelphia (the “Reserve Bank”)
dated November 24, 2010.
OCC Consent Order
. The Bank, pursuant to a Stipulation
and Consent to the Issuance of a Consent Order dated September 1, 2010, without admitting or denying any wrongdoing, consented
and agreed to the issuance of the Order by the OCC, the Bank’s primary regulator. The Order requires the Bank to undertake
certain actions within designated timeframes, and to operate in compliance with the provisions thereof during its term. The Order
is based on the results of an examination of the Bank as of March 31, 2009. Since the examination, management has engaged in ongoing
discussions with the OCC and has taken steps to improve the condition, policies and procedures of the Bank. Compliance with the
Order is monitored by a committee (the “Committee”) of at least three directors, none of whom is an employee or controlling
shareholder of the Bank or its affiliates or a family member of any such person. The Committee is required to submit written progress
reports to the OCC on a monthly basis. Effective April 10, 2014, the written progress report requirement was changed from monthly
to quarterly as of quarter-end March 31, 2014. The Committee has submitted each of the required progress reports with the OCC.
The members of the Committee are John P. Moses, Joseph Coccia, Joseph J. Gentile and Thomas J. Melone. The material provisions
of the Order are set forth below with a description of the status of the Bank’s effort to comply with such provisions:
(i) By October 31, 2010, the Board of Directors of the Bank
(the “Board”) was required to adopt and implement a three-year strategic plan (a “Strategic Plan”) which
must be submitted to the OCC for review and prior determination of no supervisory objection; the Strategic Plan must establish
objectives for the Bank’s overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities,
liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development, and market segments
that the Bank intends to promote or develop, and is to include strategies to achieve those objectives; if the Strategic Plan involves
the sale or merger of the Bank, it must address the timeline and steps to be followed to provide for a definitive agreement within
90 days after the receipt of a determination of no supervisory objection;
The Bank has developed a Strategic Plan that it believes complies
with the Order requirements. A three-year Strategic Plan for the period January 1, 2011 to December 31, 2013 was prepared and
submitted to the OCC for review. On an annual basis, the Bank prepares an updated and revised Strategic Plan. Strategic Plans
for the three-year periods January 1, 2012 to December 31, 2014 and January 1, 2013 to December 31, 2015 were submitted to the
OCC for review. The Strategic Plan for the three-year period January 1, 2014 to December 31, 2016 was completed and submitted
to the OCC for review in April 2014.
(ii) by October 31, 2010, the Board was required to adopt and
implement a three year capital plan (a “Capital Plan”), which must be submitted to the OCC for review and prior determination
of no supervisory objection;
The Bank has developed a Capital Plan that it believes complies
with the Order requirements to ensure that the Bank’s leverage ratio equals or exceeds 9% and the Bank’s total risk-based
capital ratio equals or exceeds 13%. This Capital Plan for the period January 1, 2011 through December 31, 2013 and its annual
update and revisions for 2012 and 2013 were submitted to the OCC for review. The annual update and revision to the Capital Plan
for the three-year period January 1, 2014 to December 31, 2016 was completed and forwarded to the OCC for review in April 2014.
(iii) by November 30, 2010, the Bank was required to achieve
and thereafter maintain a total risk-based capital equal to at least 13% of risk-weighted assets and a Tier 1 capital equal to
at least 9% of adjusted total assets;
The Bank’s total risk-based capital ratio was 13.86%
at March 31, 2014, which was above the 13.00% required by the Order. The Bank’s leverage capital ratio was 8.76% at March
31, 2014, which was below the 9.00% required by the Order. The Bank’s total risk-based capital increased 43 basis points,
while the Bank’s leverage ratio increased 44 basis points at March 31, 2014 compared to December 31, 2013. The Bank continues
to execute its Capital Plan and has engaged an outside financial advisory firm to assist the Bank in taking appropriate actions
to achieve and maintain compliance with the capital requirements of the Order. Appropriate actions or combinations of actions
may include capital accretion through current earnings, raising additional capital, reducing the Bank’s assets through sales
of branch offices, loans or other real estate owned, or pursuing other strategic transactions.
(iv) the Bank may not pay any dividend or capital distribution
unless it is in compliance with the higher capital requirements required by the Order, the Capital Plan, applicable legal requirements
and, then only after receiving a determination of no supervisory objection from the OCC;
The Board has acknowledged the prohibition on payment of dividends
or any other capital distributions without the prior written consent of the OCC. The Bank has not paid any dividends or capital
distributions since the effective date of the Order.
(v) by November 15, 2010, the Committee must have reviewed
the Board and the Board’s committee structure; by November 30, 2010, the Board was required to prepare or cause to be prepared
an assessment of the capabilities of the Bank’s executive officers to perform their past and current duties, including those
required to respond to the most recent examination report, and to perform annual performance appraisals of each officer;
The Committee completed its review of the Board and the Board
committee structure on November 10, 2010 by reviewing the Board Structure Study report completed by an independent consultant
engaged by the Committee. The report was forwarded to the OCC on November 24, 2010. The Company is in the process of implementing
those recommendations and believes it is in compliance with the requirements of this provision.
The Board completed its assessment of the capabilities of the
Bank’s executive officers upon receipt of a management study, completed by an independent consultant (the “Management
Study”), on October 13, 2010. The Management Study was forwarded to the OCC on October 29, 2010. The Board of Directors
completed a successful search for President and Chief Executive Officer in December 2011. Since the effective date of the Order,
other changes have been made to the executive management team related to the size and complexity of the organization. The Board
believes that it has prepared or caused to be prepared an assessment of the capabilities of the Bank’s executive officers
to perform their past and current duties, including those required to respond to the most recent examination report.
Annual performance appraisals are prepared for each officer
based on established and timely management goals to confirm that each officer is performing the duties outlined in his or her
job description.
(vi) by October 31, 2010, the Board was required to adopt,
implement and thereafter ensure compliance with a comprehensive Conflict of Interest Policy applicable to the Bank’s and
the Company’s directors, executive officers, principal shareholders and their affiliates and such person’s immediate
family members and their related interests, employees, and by November 30, 2010, was required to review existing relationships
with such persons to identify those, if any, not in compliance with the policy; and review all subsequent proposed transactions
with such persons or modifications of transactions;
The Bank’s Conflict of Interest Policy has been revised
to provide comprehensive guidance and a review was conducted of existing relationships to ensure compliance with the Conflict
of Interest Policy. The revised policy was approved by the Board on September 29, 2010 and forwarded to the OCC on October 7,
2010. Additional revisions were approved by the Board on April 29, 2011, October 24, 2012, May 22, 2013 and November 14, 2013.
The Board believes that is has adopted, implemented and maintained compliance with a comprehensive Conflict of Interest Policy
in accordance with the requirements of the provision.
(vii) by October 31, 2010, the Board was required to develop,
implement and ensure adherence to policies and procedures for Bank Secrecy Act (“BSA”) compliance; and account opening
and monitoring procedures compliance;
The Board believes it has developed and implemented a written
program of policies and procedures to provide for compliance with the requirements of the BSA as well as compliance with account
opening and monitoring procedures.
(viii) by October 31, 2010, the Board was required to ensure
the BSA audit function is supported by an adequately staffed department or third party firm; to adopt, implement and ensure compliance
with an independent BSA audit; and to assess the capabilities of the BSA officer and supporting staff to perform present and anticipated
duties;
The Board believes that the Bank’s BSA audit function
is adequately staffed; and the BSA officer and staff have been assessed to determine their ability to implement and maintain compliance
with the BSA policies and programs detailed above.
(ix) by October 31, 2010, the Board was required to adopt,
implement and ensure adherence to a written credit policy (the “Loan Policy”), including specified features, to improve
the Bank’s loan portfolio management;
The Bank’s written Loan Policy has been revised to improve
guidance and control over the Bank’s lending functions. The revised policy was approved by the Board on October 27, 2010.
Additional periodic Loan Policy revisions were approved by the Board from November 24, 2010 through April 2014 to for purposes
of continued compliance with this provision.
(x) the Board was required to take certain actions to resolve
certain credit and collateral exceptions;
The Board believes that it has taken action to appropriately
address the credit and collateral exceptions concerns detailed in the Order.
(xi) by October 31, 2010, the Board was required to establish
an effective, independent and ongoing loan review system to review, at least quarterly, the Bank’s loan and lease portfolios
to assure the timely identification and categorization of problem credits; by October 31, 2010, to adopt and adhere to a program
for the maintenance of an adequate ALLL, and to review the adequacy of the Bank’s ALLL at least quarterly;
The Board has established an independent and ongoing loan review
program on a quarterly basis that it believes provides for the timely identification and categorization of problem credits.
The ALLL policy and methodologies have been reviewed and revised
to determine the appropriate level of the ALLL, including documenting the analysis in accordance with GAAP and other applicable
regulatory guidelines. The revised policy was approved by the Board on October 27, 2010 and is updated on an annual basis. The
Board reviews the ALLL methodology analysis on a quarterly basis as part of the financial reporting process.
(xii) by October 31, 2010, the Board was required to adopt
and the Bank implement and adhere to a program to protect the Bank’s interest in criticized assets; and the Bank may only
extend additional credit (including renewals) to a borrower whose loans are criticized under specified circumstances;
The Board committed to a program to reduce the Bank’s
risk exposure to criticized assets by implementing a detailed monthly reporting and monitoring process. The Board believes that
this program has resulted in a reduction in criticized assets.
In accordance with the requirements of the Order, since the
date of the Order, the Bank has not extended any additional credit to, or for the benefit of, any borrower who has a loan or other
extension of credit that either has been charged off or criticized without the prior approval of the Bank’s Board, or loan
committee under specified circumstances, since the date of the Order.
(xiii) by October 31, 2010, the Board was required to adopt
and ensure adherence to action plans for each piece of other real estate owned;
The Board committed to action plans for each piece of other
real estate owned centered around a robust reporting and monitoring process. The Board believes that this program has resulted
in a substantial reduction in other real estate owned balances.
(xiv) by November 30, 2010, the Board was required to develop,
implement and ensure adherence to a policy for effective monitoring and management of concentrations of credit;
The Board believes it developed and implemented a written concentration
management program consistent with OCC Bulletin 2006-46 on November 24, 2010. This program was forwarded to the OCC on November
30, 2010. Loan concentration analysis reports are prepared and reviewed quarterly by the Board as part of the Bank’s loan
portfolio management practices.
(xv) by October 31, 2010, the Board was required to revise
and implement the Bank’s Other Than Temporary Impairment Policy;
The Board believes that the Other Than Temporary Impairment
Policy has been reviewed and revised so that the quarterly other than temporary impairment (“OTTI”) analysis process
identifies and measures OTTI in accordance with GAAP and supervisory guidance, including Financial Accounting Standards Board
Accounting Standards Codification 320-10-35 (Recognition and Presentation of Other-than-Temporary Impairments), OCC Bulletin 2009-11
dated April 17, 2009, "Other-than-Temporary Impairment Accounting" and OCC Call Report Instructions.
(xvi) by October 31, 2010, the Board was required to take action
to maintain adequate sources of stable funding and liquidity and a contingency funding plan; by October 31, 2010, the Board was
required to adopt, implement and ensure compliance with an independent, internal audit program;
The Board believes that it has taken action to maintain adequate
sources of stable funding and liquidity and developed an appropriate contingency funding plan for the Bank. A liquidity funding
policy that addresses liquidity needs, funding sources and contingency funding was approved by the Board on November 24, 2010
and has been implemented and is reviewed and updated annually. Additional policies related to liquidity, funding and contingency
funding have since been created and are updated annually since the Order was executed.
The Board believes that it has taken appropriate steps to adopt,
implement and comply with an independent adequately staffed internal audit program.
(xvii) take actions to correct cited violations of law; and
adopt procedures to prevent future violations and address compliance management.
The Board and management believe that they have taken appropriate
action to correct cited violations and adopted procedures designed to prevent future violations and address compliance management.
Federal Reserve Agreement
. On November 24, 2010, the
Company entered into the Agreement with the Reserve Bank. The Agreement requires the Company to undertake certain actions within
designated timeframes, and to operate in compliance with the provisions thereof during its term. The material provisions of the
Agreement are set forth below with a description of the status of the Company’s efforts to comply with such provisions:
(i) the Company’s Board was required to take appropriate
steps to fully utilize the Company’s financial and managerial resources to serve as a source of strength to the Bank, including
taking steps to ensure that the Bank complies with its Consent Order entered into with the OCC;
The Company has taken, and continues to take, steps the Board
believes are appropriate to use the Company’s financial and managerial resources to serve as a source of strength to the
Bank. The steps the Bank has taken to comply with the Order are discussed above.
(ii) the Company may not declare or pay any dividends without
the prior written approval of the Reserve Bank and the Director of the Division of Banking Supervision and Regulation (the “Director”)
of the Federal Reserve Board;
The Company has acknowledged the prohibition on payment of
dividends without the prior written consent of the Reserve Bank and Director. The Company has not paid any dividends since the
effective date of the Agreement.
(iii) the Company may not take dividends or other payments
representing a reduction of the Bank’s capital without the prior written approval of the Reserve Bank;
The Company has acknowledged the prohibition on taking dividends
or any other capital distributions from the Bank without the prior written consent of the Reserve Bank. The Bank has not paid
and the Company has not received any dividends or capital distributions from the Bank since the effective date of the Agreement.
(iv) the Company and its nonbank subsidiary may not make any
payment of interest, principal or other amounts on the Company’s subordinated debentures or trust preferred securities without
the prior written approval of the Reserve Bank and the Director;
The Company has acknowledged the prohibition on any payment
related to the Company’s subordinated debentures and trust preferred securities without the written approval of the Reserve
Bank and Director. The Company has not made any payments of interest, principal or other amounts on the Company’s subordinated
debentures or trust preferred securities since the effective date of the Agreement.
(v) the Company may not make any payment of interest, principal
or other amounts on debt owed to insiders of the Company without the prior written approval of the Reserve Bank and Director;
The Company has acknowledged the prohibition on any payment
related to the debt owed to insiders of the Company without the written approval of the Reserve Bank and Director. The Company
has not made any payments related to debt owed to insiders since the effective date of the Agreement.
(vi) the Company and its nonbank subsidiary may not incur,
increase or guarantee any debt without the prior written approval of the Reserve Bank;
The Company has acknowledged the prohibition on incurring,
increasing or guaranteeing any debt without the written approval of the Reserve Bank other than permitted borrowings from the
Federal Home Loan Bank (“FHLB”). The Company has not incurred, increased or guaranteed any debt since the effective
date of the Agreement.
(vii) the Company may not purchase or redeem any shares of
its stock without the prior written approval of the Reserve Bank;
The Company has acknowledged the prohibition on purchasing
or redeeming any shares of its stock without the written approval of the Reserve Bank. The Company has not purchased or redeemed
any shares of its stock since the effective date of the Agreement.
(viii) the Company was required to submit to the Reserve Bank,
by January 23, 2011, an acceptable written plan to maintain sufficient capital at the Company on a consolidated basis. Thereafter,
the Company must notify the Reserve Bank within 45 days of the end of any quarter in which the Company’s capital ratios
fall below the approved capital plan’s minimum ratios, and submit an acceptable written plan to increase the Company’s
capital ratios above the capital plan’s minimums;
The Company has developed a Capital Plan that it believes is
acceptable and maintains sufficient capital at the Company on a consolidated basis. The Capital Plan was submitted to the Reserve
Bank on January 11, 2011. The Capital Plan has since been updated at least annually and forwarded to the Reserve Bank. The annual
update and revision to the Capital Plan for the three-year period January 1, 2014 to December 31, 2016 was completed in conjunction
with the annual budget and strategic planning initiatives and provided to the Reserve Bank in April 2014.
The Bank’s total risk-based capital ratio was 13.86%
at March 31, 2014, which was above the 13% minimum required by the Order. Given the inability to achieve the minimum leverage
ratio as stated in the capital requirements of the Order at the Bank level, the Company continues to update the Reserve Bank on
a quarterly basis of its plans designed to increase its capital ratios above the Capital Plan minimums.
(ix) the Company was required to immediately take all actions
necessary to ensure that: (1) each regulatory report accurately reflects the Company’s condition on the date for which it
is filed and all material transactions between the Company and its subsidiaries; (2) each such report is prepared in accordance
with its instructions; and (3) all records indicating how the report was prepared are maintained for supervisory review;
The Company believes that it has taken actions to ensure that
all required regulatory reports are filed to accurately reflect its financial condition on the date filed, are prepared in accordance
with instructions and that records detailing how the reports were filed are maintained and available for supervisory review.
(x) the Company was required to submit to the Reserve Bank,
by January 23, 2011, acceptable written procedures to strengthen and maintain internal controls to ensure all required regulatory
reports and notices filed with the Board of Governors are accurate and filed in accordance with the instructions for preparation;
The Company believes that it has designed effective written
procedures and strengthened internal controls so that all required Board of Governors reports and notices filed are accurate and
in accordance with instructions. The written procedures were provided to the Reserve Bank on January 21, 2011.
(xi) the Company was required to submit to the Reserve Bank,
by January 8, 2011, a cash flow projection for 2011, reflecting the Company’s planned sources and uses of cash, and submit
a cash flow projection for each subsequent calendar year at least one month prior to the beginning of such year;
The Company created a cash flow projection for 2011 and submitted
it to the Reserve Bank on January 7, 2011 in accordance with requirements of the Agreement. Similar projections for 2012, 2013,
and 2014 were provided to the Reserve Bank within the time requirements prescribed in the Agreement.
(xii) the Company must comply with: (1) the notice provisions
of Section 32 of the FDI Act and Subpart H of Regulation Y in appointing any new director or senior executive officer or changing
the duties of any senior executive officer; and (2) the restrictions on indemnification and severance payments of Section 18(k)
of the FDI Act and Part 359 of the FDIC’s regulations;
The Company has acknowledged the notice requirements on the
appointment of any new director or senior executive officer. The Company has filed the appropriate notice for each new director
or senior executive officer since the date of the Agreement.
The Company acknowledges the restriction on indemnification
and severance payments under Section 18(k) of the FDI Act and Part 359 of the FDIC’s regulations. The Company has not made
any such indemnification or severance payments since the effective date of the Agreement without obtaining prior regulatory non-objection
from the OCC and regulatory concurrence from the FDIC as required by Part 359.
(xiii) the Board must submit written progress reports within
30 days of the end of each calendar quarter.
The Company’s Board has filed each of the required written
progress reports with the Reserve Bank since the Agreement was executed.
Banking regulations also limit the amount of dividends that
may be paid without prior approval of the Bank’s regulatory agency. At March 31, 2014, the Company and the Bank are restricted
from paying any dividends, without regulatory approval.
The Company is subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and
possibly additional discretionary actions by regulators that, if undertaken, could have a direct material adverse effect on the
Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action,
specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as
calculated under regulatory accounting practices must be met. Capital amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings, and other factors.
Current quantitative measures established by regulation to
ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table below) of total and
Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average
assets (as defined).
In accordance with the Order, the Bank is required to achieve
and thereafter maintain a total risk-based capital ratio equal to at least 13.00% of risk-weighted assets and a Tier I capital
ratio equal to at least 9.00% of adjusted total assets. As of March 31, 2014, the Bank met the 13.00% minimum requirement for
the total-risk based capital ratio but did not meet the 9.00% minimum requirement for the Tier I leverage ratio. The minimum capital
requirements under the Order take precedence over the standard regulatory capital adequacy definitions described in the tables
below.
The Company’s and the Bank’s actual capital positions
and ratios at March 31, 2014 and December 31, 2013 are presented in the following table:
Capital Analysis
|
|
March 31,
|
|
|
December 31,
|
|
(in thousands)
|
|
2014
|
|
|
2013
|
|
Company
|
|
|
|
|
|
|
|
|
Tier I capital:
|
|
|
|
|
|
|
|
|
Total tier I capital
|
|
$
|
49,699
|
|
|
$
|
46,165
|
|
Tier II capital:
|
|
|
|
|
|
|
|
|
Subordinated notes
|
|
|
24,851
|
|
|
|
23,085
|
|
Allowable portion of allowance for loan losses
|
|
|
8,566
|
|
|
|
8,462
|
|
Total tier II capital
|
|
|
33,417
|
|
|
|
31,547
|
|
Total risk-based capital
|
|
|
83,116
|
|
|
|
77,712
|
|
|
|
|
|
|
|
|
|
|
Total risk-weighted assets
|
|
$
|
680,873
|
|
|
$
|
670,894
|
|
Total average assets (for Tier I leverage ratio)
|
|
$
|
978,912
|
|
|
$
|
980,754
|
|
|
|
|
|
|
|
|
|
|
Bank
|
|
|
|
|
|
|
|
|
Tier I capital:
|
|
|
|
|
|
|
|
|
Total tier I capital
|
|
$
|
85,740
|
|
|
$
|
81,581
|
|
Tier II capital:
|
|
|
|
|
|
|
|
|
Allowable portion of allowance for loan losses
|
|
|
8,560
|
|
|
|
8,456
|
|
Total tier II capital
|
|
|
8,560
|
|
|
|
8,456
|
|
Total risk-based capital
|
|
|
94,300
|
|
|
|
90,037
|
|
|
|
|
|
|
|
|
|
|
Total risk-weighted assets
|
|
$
|
680,385
|
|
|
$
|
670,416
|
|
Total average assets (for Tier I leverage ratio)
|
|
$
|
978,887
|
|
|
$
|
980,747
|
|
The following tables present summary information regarding
the Company’s and the Bank’s risk-based capital and related ratios at March 31, 2014 and December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To Be Well
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under Prompt
|
|
|
|
|
|
|
|
|
|
For Capital
|
|
|
Corrective
|
|
|
|
Actual
|
|
|
Adequacy
Purposes
|
|
|
Action
Provision
|
|
(dollars in thousands)
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
$
|
83,116
|
|
|
|
12.21
|
%
|
|
$
|
>54,470
|
|
|
|
>8.00
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
$
|
94,300
|
|
|
|
13.86
|
%
|
|
$
|
>54,431
|
|
|
|
>8.00
|
%
|
|
$
|
>68,039
|
|
|
|
>10.00
|
%
|
Tier I capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
$
|
49,699
|
|
|
|
7.30
|
%
|
|
$
|
>27,235
|
|
|
|
>4.00
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
$
|
85,740
|
|
|
|
12.60
|
%
|
|
$
|
>27,215
|
|
|
|
>4.00
|
%
|
|
$
|
>40,823
|
|
|
|
>6.00
|
%
|
Tier I capital (to average assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
$
|
49,699
|
|
|
|
5.08
|
%
|
|
$
|
>39,156
|
|
|
|
>4.00
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
$
|
85,740
|
|
|
|
8.76
|
%
|
|
$
|
>39,155
|
|
|
|
>4.00
|
%
|
|
$
|
>48,944
|
|
|
|
>5.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To Be Well
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under Prompt
|
|
|
|
|
|
|
|
|
|
For Capital
|
|
|
Corrective
|
|
|
|
Actual
|
|
|
Adequacy
Purposes
|
|
|
Action
Provision
|
|
(dollars in thousands)
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
$
|
77,712
|
|
|
|
11.58
|
%
|
|
$
|
>53,672
|
|
|
|
>8.00
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
$
|
90,037
|
|
|
|
13.43
|
%
|
|
$
|
>53,633
|
|
|
|
>8.00
|
%
|
|
$
|
>67,042
|
|
|
|
>10.00
|
%
|
Tier I capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
$
|
46,165
|
|
|
|
6.88
|
%
|
|
$
|
>26,836
|
|
|
|
>4.00
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
$
|
81,581
|
|
|
|
12.17
|
%
|
|
$
|
>26,817
|
|
|
|
>4.00
|
%
|
|
$
|
>40,225
|
|
|
|
>6.00
|
%
|
Tier I capital (to average assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
$
|
46,165
|
|
|
|
4.71
|
%
|
|
$
|
>39,230
|
|
|
|
>4.00
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
$
|
81,581
|
|
|
|
8.32
|
%
|
|
$
|
>39,230
|
|
|
|
>4.00
|
%
|
|
$
|
>49,038
|
|
|
|
>5.00
|
%
|
Note 4. LOANS
The following table summarizes loans receivable, net, by category
at March 31, 2014 and December 31, 2013:
|
|
March 31,
|
|
|
December 31,
|
|
(in thousands)
|
|
2014
|
|
|
2013
|
|
Residential real estate
|
|
$
|
117,560
|
|
|
$
|
114,925
|
|
Commercial real estate
|
|
|
225,651
|
|
|
|
218,524
|
|
Construction, land acquisition and development
|
|
|
26,022
|
|
|
|
24,382
|
|
Commercial and industrial
|
|
|
127,753
|
|
|
|
127,021
|
|
Consumer
|
|
|
115,840
|
|
|
|
118,645
|
|
State and political subdivisions
|
|
|
40,810
|
|
|
|
39,875
|
|
Total loans, gross
|
|
|
653,636
|
|
|
|
643,372
|
|
Unearned income
|
|
|
(149
|
)
|
|
|
(143
|
)
|
Net deferred loan fees and costs
|
|
|
667
|
|
|
|
668
|
|
Allowance for loan and lease losses
|
|
|
(12,589
|
)
|
|
|
(14,017
|
)
|
Loans, net
|
|
$
|
641,565
|
|
|
$
|
629,880
|
|
The Company has granted loans, letters of credit and lines
of credit to certain executive officers and directors of the Company as well as to certain related parties of executive officers
and directors. These loans, letters of credit and lines of credit were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and, when made, did not
involve more than normal risk of collectability. See Note 10 to these consolidated financial statements for more information about
related party transactions.
The Company originates one- to four-family mortgage loans primarily
for sale in the secondary market. During the quarter ended March 31, 2014, the Company sold $2.4 million of one- to four-family
mortgages. The Company retains servicing rights on these mortgages.
The Company had $69 thousand and $820 thousand in loans held-for-sale
at March 31, 2014 and December 31, 2013, respectively. All loans held for sale are one- to four-family residential mortgage loans.
The Company sold substantially all of its education loans,
which are categorized as consumer loans, to a third party during the three months ended March 31, 2014. The education loans had
a recorded investment of $2.6 million at the time of sale. The Company recognized a loss of $13 thousand upon the sale of these
loans which is included in non-interest income for the three months ended March 31, 2014.
The Company does not have any lending programs commonly referred
to as subprime lending. Subprime lending generally targets borrowers with weakened credit histories typically characterized by
payment delinquencies, previous charge-offs, judgments, bankruptcies, or borrowers with questionable repayment capacity as evidenced
by low credit scores or high debt-burden ratios.
See Note 2 to the Company’s consolidated financial statements
included in the 2013 Form 10-K for information about the risk characteristics related to the Company’s loan segments.
The Company provides for loan losses based on the consistent
application of its documented ALLL methodology. Loan losses are charged to the ALLL and recoveries are credited to it. Additions
to the ALLL are provided by charges against income based on various factors which, in management’s judgment, deserve current
recognition of estimated probable losses. Loan losses are charged-off in the period the loans, or portions thereof, are deemed
uncollectible. Generally, the Company will record a loan charge-off (including a partial charge-off) to reduce a loan to the estimated
recoverable amount based on its methodology detailed below. The Company regularly reviews the loan portfolio and makes adjustments
for loan losses in order to maintain the ALLL in accordance with GAAP. The ALLL consists primarily of the following two components:
|
(1)
|
Specific allowances are established for impaired loans, which
are defined by the Company as all loan relationships with an aggregate outstanding balance
greater than $100 thousand that are rated substandard and on non-accrual status, rated
doubtful or loss, and all troubled debt restructured loans (“TDRs”). The
amount of impairment provided for as an allowance is represented by the deficiency, if
any, between the carrying value of the loan and either (a) the present value of expected
future cash flows discounted at the loan’s effective interest rate, (b) the loan’s
observable market price, or (c) the fair value of the underlying collateral, less estimated
costs to sell, for collateral dependent loans. Impaired loans that have no impairment
losses are not considered for general valuation allowances described below. If the Company
determines that collection of the impairment amount is remote, the Company will record
a charge-off.
|
|
(2)
|
General allowances are established for loan losses on a portfolio
basis for loans that do not meet the definition of impaired. The Company divides its
portfolio into loan segments, with loans exhibiting similar characteristics. Loans rated
special mention or substandard and accruing, which are embedded in these loan segments,
are then separated from these loan segments. These loans are then subject to an analysis
placing increased emphasis on the credit risk associated with these specific loans. The
Company applies an estimated loss rate to each loan group. The loss rates applied are
based on the Company’s own historical loss experience based on the loss rate for
each segment of loans with similar risk characteristics in its portfolio. In addition,
management evaluates and applies certain qualitative or environmental factors that are
likely to cause estimated credit losses associated with the Company’s existing
portfolio to differ from historical experience, which are discussed below. This evaluation
is inherently subjective, as it requires material estimates that may be susceptible to
significant revisions based upon changes in economic and real estate market conditions.
Actual loan losses may be significantly more than the ALLL that is established, which
could have a material negative effect on the Company’s operating results or financial
condition.
|
Management makes adjustments for loan losses based on its evaluation
of several qualitative and environmental factors, including but not limited to:
|
·
|
Changes in
national, local, and business economic conditions and developments, including the condition
of various market segments;
|
|
·
|
Changes in
the nature and volume of the Company’s loan portfolio;
|
|
·
|
Changes in
the Company’s lending policies and procedures, including underwriting standards,
collection, charge-off and recovery practices and results;
|
|
·
|
Changes in
the experience, ability and depth of the Company’s lending management and staff;
|
|
·
|
Changes in
the quality of the Company's loan review system and the degree of oversight by the Company’s
Board of Directors;
|
|
·
|
Changes in
the trend of the volume and severity of past due and classified loans, including trends
in the volume of non-accrual loans, troubled debt restructurings and other loan modifications;
|
|
·
|
The existence
and effect of any concentrations of credit and changes in the level of such concentrations;
|
|
·
|
The effect
of external factors such as competition and legal and regulatory requirements on the
level of estimated credit losses in the Company's current loan portfolio; and
|
|
·
|
Analysis of
customers’ credit quality, including knowledge of their operating environment and
financial condition.
|
Management evaluates the ALLL based on the combined total of
the impaired and general components. Generally, when the loan portfolio increases, absent other factors, the ALLL methodology
results in a higher dollar amount of estimated probable losses. Conversely, when the loan portfolio decreases, absent other factors,
the ALLL methodology results in a lower dollar amount of estimated probable losses.
Each quarter, management evaluates the ALLL and adjusts the
ALLL as appropriate through a provision for loan losses. While the Company uses the best information available to make evaluations,
future adjustments to the ALLL may be necessary if conditions differ substantially from the information used in making the evaluations.
In addition, as an integral part of its examination process, the OCC periodically reviews the Company’s ALLL. The OCC may
require the Company to adjust the ALLL based on its analysis of information available to it at the time of its examination.
The following table summarizes activity in the ALLL, by loan
category, for the three months ended March 31, 2014 and 2013.
|
|
Real
Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
|
|
|
|
|
|
State and
|
|
|
|
|
|
|
Residential
|
|
|
Commercial
|
|
|
Acquisition and
|
|
|
Commercial
|
|
|
|
|
|
Political
|
|
|
|
|
(in thousands)
|
|
Real
Estate
|
|
|
Real
Estate
|
|
|
Development
|
|
|
and
Industrial
|
|
|
Consumer
|
|
|
Subdivisions
|
|
|
Total
|
|
Three months ended March 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance, January 1, 2014
|
|
$
|
2,287
|
|
|
$
|
6,017
|
|
|
$
|
924
|
|
|
$
|
2,321
|
|
|
$
|
1,789
|
|
|
$
|
679
|
|
|
$
|
14,017
|
|
Charge-offs
|
|
|
(9
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(23
|
)
|
|
|
(237
|
)
|
|
|
-
|
|
|
|
(269
|
)
|
Recoveries
|
|
|
8
|
|
|
|
6
|
|
|
|
240
|
|
|
|
63
|
|
|
|
94
|
|
|
|
-
|
|
|
|
411
|
|
Provisions (credits)
|
|
|
(172
|
)
|
|
|
(493
|
)
|
|
|
(289
|
)
|
|
|
(549
|
)
|
|
|
9
|
|
|
|
(76
|
)
|
|
|
(1,570
|
)
|
Ending balance, March 31, 2014
|
|
$
|
2,114
|
|
|
$
|
5,530
|
|
|
$
|
875
|
|
|
$
|
1,812
|
|
|
$
|
1,655
|
|
|
$
|
603
|
|
|
$
|
12,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance, January 1, 2013
|
|
$
|
1,764
|
|
|
$
|
8,062
|
|
|
$
|
2,162
|
|
|
$
|
4,167
|
|
|
$
|
1,708
|
|
|
$
|
673
|
|
|
$
|
18,536
|
|
Charge-offs
|
|
|
(159
|
)
|
|
|
(48
|
)
|
|
|
(110
|
)
|
|
|
(45
|
)
|
|
|
(194
|
)
|
|
|
-
|
|
|
|
(556
|
)
|
Recoveries
|
|
|
8
|
|
|
|
45
|
|
|
|
5
|
|
|
|
1,516
|
|
|
|
143
|
|
|
|
-
|
|
|
|
1,717
|
|
Provisions (credits)
|
|
|
271
|
|
|
|
823
|
|
|
|
(381
|
)
|
|
|
(2,033
|
)
|
|
|
82
|
|
|
|
14
|
|
|
|
(1,224
|
)
|
Ending balance, March 31, 2013
|
|
$
|
1,884
|
|
|
$
|
8,882
|
|
|
$
|
1,676
|
|
|
$
|
3,605
|
|
|
$
|
1,739
|
|
|
$
|
687
|
|
|
$
|
18,473
|
|
The following table represents the allocation of the ALLL and
the related loan balance, by loan category, disaggregated based on the impairment methodology at March 31, 2014 and December 31,
2013:
|
|
Real
Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
|
|
|
|
|
|
State and
|
|
|
|
|
|
|
Residential
|
|
|
Commercial
|
|
|
Acquisition and
|
|
|
Commercial
|
|
|
|
|
|
Political
|
|
|
|
|
(in thousands)
|
|
Real
Estate
|
|
|
Real
Estate
|
|
|
Development
|
|
|
and
Industrial
|
|
|
Consumer
|
|
|
Subdivisions
|
|
|
Total
|
|
March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
|
$
|
3
|
|
|
$
|
455
|
|
|
$
|
1
|
|
|
$
|
18
|
|
|
$
|
2
|
|
|
$
|
-
|
|
|
$
|
479
|
|
Collectively evaluated
for impairment
|
|
|
2,111
|
|
|
|
5,075
|
|
|
|
874
|
|
|
|
1,794
|
|
|
|
1,653
|
|
|
|
603
|
|
|
|
12,110
|
|
Total
|
|
$
|
2,114
|
|
|
$
|
5,530
|
|
|
$
|
875
|
|
|
$
|
1,812
|
|
|
$
|
1,655
|
|
|
$
|
603
|
|
|
$
|
12,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
|
$
|
1,750
|
|
|
$
|
6,684
|
|
|
$
|
304
|
|
|
$
|
129
|
|
|
$
|
546
|
|
|
$
|
-
|
|
|
$
|
9,413
|
|
Collectively evaluated
for impairment
|
|
|
115,810
|
|
|
|
218,967
|
|
|
|
25,718
|
|
|
|
127,624
|
|
|
|
115,294
|
|
|
|
40,810
|
|
|
|
644,223
|
|
Total
|
|
$
|
117,560
|
|
|
$
|
225,651
|
|
|
$
|
26,022
|
|
|
$
|
127,753
|
|
|
$
|
115,840
|
|
|
$
|
40,810
|
|
|
$
|
653,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
|
$
|
12
|
|
|
$
|
296
|
|
|
$
|
1
|
|
|
$
|
-
|
|
|
$
|
1
|
|
|
$
|
-
|
|
|
$
|
310
|
|
Collectively evaluated
for impairment
|
|
|
2,275
|
|
|
|
5,721
|
|
|
|
923
|
|
|
|
2,321
|
|
|
|
1,788
|
|
|
|
679
|
|
|
|
13,707
|
|
Total
|
|
$
|
2,287
|
|
|
$
|
6,017
|
|
|
$
|
924
|
|
|
$
|
2,321
|
|
|
$
|
1,789
|
|
|
$
|
679
|
|
|
$
|
14,017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
|
$
|
1,985
|
|
|
$
|
6,626
|
|
|
$
|
306
|
|
|
$
|
-
|
|
|
$
|
316
|
|
|
$
|
-
|
|
|
$
|
9,233
|
|
Collectively evaluated
for impairment
|
|
|
112,940
|
|
|
|
211,898
|
|
|
|
24,076
|
|
|
|
127,021
|
|
|
|
118,329
|
|
|
|
39,875
|
|
|
|
634,139
|
|
Total
|
|
$
|
114,925
|
|
|
$
|
218,524
|
|
|
$
|
24,382
|
|
|
$
|
127,021
|
|
|
$
|
118,645
|
|
|
$
|
39,875
|
|
|
$
|
643,372
|
|
Credit Quality Indicators – Commercial Loans
Management continuously monitors the credit quality of the
Company’s commercial loans by regularly reviewing certain credit quality indicators. Management utilizes credit risk ratings
as the key credit quality indicator for evaluating the credit quality of the Company’s loan receivables.
The Bank’s commercial loan classification and credit
grading processes are part of the lending, underwriting, and credit administration functions to ensure an ongoing assessment of
credit quality. Accurate and timely loan classification and credit grading is a critical component of loan portfolio management.
Loan officers are required to review their loan portfolio risk ratings regularly for accuracy. The loan review function uses the
same risk rating system in the loan review process. This allows an independent third party to assess the quality of the portfolio
and compare the accuracy of ratings with the loan officer’s and management’s assessment.
A formal loan classification and credit grading system reflects
the risk of default and credit losses. A written description of the risk ratings is maintained that includes a discussion of the
factors used to assign appropriate classifications of credit grades to loans. The process identifies groups of loans that warrant
the special attention of management. The risk grade groupings provide a mechanism to identify risk within the loan portfolio and
provide management and the Board with periodic reports by risk category. The credit risk ratings play an important role in the
establishment and evaluation of the provision for loan and lease losses and the ALLL. After determining the historical loss factor
which is adjusted for qualitative and environmental factors for each portfolio segment, the portfolio segment balances that have
been collectively evaluated for impairment are multiplied by the general reserve loss factor for the respective portfolio segments
to determine the general reserve. Loans that have an internal credit rating of special mention or substandard follow the same
process; however, the qualitative and environmental factors are further adjusted for the increased risk.
The Company utilizes a loan rating system that assigns a degree
of risk to commercial loans based on relevant information about the ability of borrowers to service their debt such as: current
financial information, historical payment experience, credit documentation, public information and current economic trends, among
other factors. Management analyzes these non-homogeneous loans individually by grading the loans as to credit risk and probability
of collection for each type of loan. Commercial loans include commercial indirect auto loans which are not individually risk rated,
and construction, land acquisition and development loans include residential construction loans which are also not individually
risk rated. These loans are monitored on a pool basis due to their homogeneous nature as described in “Credit Quality Indicators
– Other Loans” below. The Company risk rates certain residential real estate loans and consumer loans that are part
of a larger commercial relationship using its credit grading system as described in “Credit Quality Indicators – Commercial
Loans.” The grading system contains the following basic risk categories:
1. Minimal Risk
2. Above Average Credit Quality
3. Average Risk
4. Acceptable Risk
5. Pass - Watch
6. Special Mention
7. Substandard - Accruing
8. Substandard - Non-Accrual
9. Doubtful
10. Loss
This analysis is performed on a quarterly basis using the following
definitions for risk ratings:
Pass - Assets rated 1 through 5 are considered pass ratings.
These assets show no current or potential problems and are considered fully collectible. All such loans are considered collectively
for ALLL calculation purposes. However, accruing TDRs that have been performing for an extended period of time, do not represent
a higher risk of loss, and have been upgraded to a pass rating are evaluated individually for impairment.
Special Mention – Assets classified
as special mention assets do not currently expose the Company to a sufficient degree of risk to warrant an adverse classification
but do possess credit deficiencies or potential weaknesses deserving close attention. Special Mention assets have a potential
weakness or pose an unwarranted financial risk which, if not corrected, could weaken the asset and increase risk in the future.
Substandard - Assets classified as substandard have well defined
weaknesses based on objective evidence, and are characterized by the distinct possibility that the Company will sustain some loss
if the deficiencies are not corrected.
Doubtful - Assets classified as doubtful
have all of the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses present
make collection or liquidation in full highly questionable and improbable based on current circumstances.
Loss - Assets classified as loss are those considered uncollectible
and of such little value that their continuance as assets is not warranted.
The following tables detail the recorded investment in loans
receivable by loan category and credit quality indicator at March 31, 2014 and December 31, 2013:
Commercial Credit Quality
Indicators
|
March
31, 2014
|
|
|
Real
Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction, Land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential
|
|
|
Commercial
|
|
|
Acquisition and
|
|
|
Commercial and
|
|
|
|
|
|
State and Political
|
|
|
|
|
(in thousands)
|
|
Real
Estate
|
|
|
Real
Estate
|
|
|
Development
|
|
|
Industrial
|
|
|
Consumer
|
|
|
Subdivisions
|
|
|
Total
|
|
Internal risk rating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
|
$
|
20,739
|
|
|
$
|
200,921
|
|
|
$
|
16,371
|
|
|
$
|
116,101
|
|
|
$
|
2,888
|
|
|
$
|
39,542
|
|
|
$
|
396,562
|
|
Special mention
|
|
|
495
|
|
|
|
11,855
|
|
|
|
1,361
|
|
|
|
3,316
|
|
|
|
-
|
|
|
|
576
|
|
|
|
17,603
|
|
Substandard
|
|
|
1,272
|
|
|
|
12,875
|
|
|
|
6,164
|
|
|
|
2,287
|
|
|
|
152
|
|
|
|
692
|
|
|
|
23,442
|
|
Doubtful
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
22,506
|
|
|
$
|
225,651
|
|
|
$
|
23,896
|
|
|
$
|
121,704
|
|
|
$
|
3,040
|
|
|
$
|
40,810
|
|
|
$
|
437,607
|
|
Commercial Credit Quality
Indicators
|
December
31, 2013
|
|
|
Real
Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction, Land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential
|
|
|
Commercial
|
|
|
Acquisition and
|
|
|
Commercial and
|
|
|
|
|
|
State and Political
|
|
|
|
|
(in thousands)
|
|
Real
Estate
|
|
|
Real
Estate
|
|
|
Development
|
|
|
Industrial
|
|
|
Consumer
|
|
|
Subdivisions
|
|
|
Total
|
|
Internal risk rating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
|
$
|
19,050
|
|
|
$
|
191,601
|
|
|
$
|
13,781
|
|
|
$
|
113,048
|
|
|
$
|
2,546
|
|
|
$
|
39,151
|
|
|
$
|
379,177
|
|
Special mention
|
|
|
869
|
|
|
|
12,568
|
|
|
|
1,361
|
|
|
|
3,777
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18,575
|
|
Substandard
|
|
|
1,347
|
|
|
|
14,355
|
|
|
|
6,168
|
|
|
|
4,525
|
|
|
|
157
|
|
|
|
724
|
|
|
|
27,276
|
|
Doubtful
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
21,266
|
|
|
$
|
218,524
|
|
|
$
|
21,310
|
|
|
$
|
121,350
|
|
|
$
|
2,703
|
|
|
$
|
39,875
|
|
|
$
|
425,028
|
|
Credit Quality Indicators – Other Loans
Certain residential real estate loans, consumer loans, and
commercial indirect auto loans are monitored on a pool basis due to their homogeneous nature. Loans that are delinquent 90 days
or more are placed on non-accrual status. The Company utilizes accruing versus non-accruing status as the credit quality indicator
for these loan pools. The following tables present the recorded investment in residential real estate loans, residential construction,
land acquisition, and development loans, commercial indirect auto loans, and consumer loans based on payment activity at March
31, 2014 and December 31, 2013:
|
|
March 31, 2014
|
|
|
|
Accruing
|
|
|
Non-Accruing
|
|
|
|
|
(in thousands)
|
|
Loans
|
|
|
Loans
|
|
|
Total
|
|
Residential real estate
|
|
$
|
94,064
|
|
|
$
|
990
|
|
|
$
|
95,054
|
|
Construction, land acquisition and development - residential
|
|
|
2,126
|
|
|
|
-
|
|
|
|
2,126
|
|
Commercial - indirect auto
|
|
|
6,049
|
|
|
|
-
|
|
|
|
6,049
|
|
Consumer
|
|
|
112,624
|
|
|
|
176
|
|
|
|
112,800
|
|
Total
|
|
$
|
214,863
|
|
|
$
|
1,166
|
|
|
$
|
216,029
|
|
|
|
December 31, 2013
|
|
|
|
Accruing
|
|
|
Non-Accruing
|
|
|
|
|
(in thousands)
|
|
Loans
|
|
|
Loans
|
|
|
Total
|
|
Residential real estate
|
|
$
|
92,181
|
|
|
$
|
1,478
|
|
|
$
|
93,659
|
|
Construction, land acquisition and development - residential
|
|
|
3,072
|
|
|
|
-
|
|
|
|
3,072
|
|
Commercial - indirect auto
|
|
|
5,671
|
|
|
|
-
|
|
|
|
5,671
|
|
Consumer
|
|
|
115,809
|
|
|
|
133
|
|
|
|
115,942
|
|
Total
|
|
$
|
216,733
|
|
|
$
|
1,611
|
|
|
$
|
218,344
|
|
Included in loans receivable are loans for which the accrual
of interest income has been discontinued due to deterioration in the financial condition of the borrowers. The recorded investment
in these non-accrual loans was $5.8 million and $6.4 million at March 31, 2014 and December 31, 2013, respectively. Generally,
loans are placed on non-accrual status when they become 90 days or more delinquent, and remain on non-accrual status until they
are brought current, have six months of performance under the loan terms, and factors indicating reasonable doubt about the timely
collection of payments no longer exist. Therefore, loans may be current in accordance with their loan terms, or may be less than
90 days delinquent and still be on a non-accrual status. Loans past due 90 days or more and still accruing interest were $32 thousand
and $19 thousand at March 31, 2014 and December 31, 2013, respectively, and consisted of loans that are well secured and are in
the process of renewal.
The following tables present the detail, and delinquency status,
of past due and non-accrual loans at March 31, 2014 and December 31, 2013:
Performing and Non-Performing Loan Delinquency Status
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2014
|
|
|
|
Delinquency Status
|
|
|
|
0-29 Days
|
|
|
30-59 Days
|
|
|
60-89 Days
|
|
|
>/= 90 Days
|
|
|
|
|
(in thousands)
|
|
Past Due
|
|
|
Past Due
|
|
|
Past Due
|
|
|
Past Due
|
|
|
Total
|
|
Performing (accruing) loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
$
|
115,675
|
|
|
$
|
610
|
|
|
$
|
29
|
|
|
$
|
-
|
|
|
$
|
116,314
|
|
Commercial real estate
|
|
|
220,957
|
|
|
|
624
|
|
|
|
-
|
|
|
|
-
|
|
|
|
221,581
|
|
Construction, land acquisition and development
|
|
|
25,945
|
|
|
|
32
|
|
|
|
-
|
|
|
|
-
|
|
|
|
25,977
|
|
Total real estate
|
|
|
362,577
|
|
|
|
1,266
|
|
|
|
29
|
|
|
|
-
|
|
|
|
363,872
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
126,879
|
|
|
|
636
|
|
|
|
6
|
|
|
|
32
|
|
|
|
127,553
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
114,446
|
|
|
|
890
|
|
|
|
309
|
|
|
|
-
|
|
|
|
115,645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and political subdivisions
|
|
|
40,810
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
40,810
|
|
Total performing (accruing) loans
|
|
|
644,712
|
|
|
|
2,792
|
|
|
|
344
|
|
|
|
32
|
|
|
|
647,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-accrual loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
|
367
|
|
|
|
152
|
|
|
|
200
|
|
|
|
527
|
|
|
|
1,246
|
|
Commercial real estate
|
|
|
4,044
|
|
|
|
-
|
|
|
|
-
|
|
|
|
26
|
|
|
|
4,070
|
|
Construction, land aquisition and development
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
45
|
|
|
|
45
|
|
Total real estate
|
|
|
4,411
|
|
|
|
152
|
|
|
|
200
|
|
|
|
598
|
|
|
|
5,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
50
|
|
|
|
23
|
|
|
|
-
|
|
|
|
127
|
|
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
26
|
|
|
|
26
|
|
|
|
36
|
|
|
|
107
|
|
|
|
195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and political subdivisions
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total non-accrual loans
|
|
|
4,487
|
|
|
|
201
|
|
|
|
236
|
|
|
|
832
|
|
|
|
5,756
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans receivable
|
|
$
|
649,199
|
|
|
$
|
2,993
|
|
|
$
|
580
|
|
|
$
|
864
|
|
|
$
|
653,636
|
|
Performing and Non-Performing Loan Delinquency Status
|
|
|
December 31, 2013
|
|
|
|
Delinquency Status
|
|
|
|
0-29 Days
|
|
|
30-59 Days
|
|
|
60-89 Days
|
|
|
>/= 90 Days
|
|
|
|
|
(in thousands)
|
|
Past Due
|
|
|
Past Due
|
|
|
Past Due
|
|
|
Past Due
|
|
|
Total
|
|
Performing (accruing) loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
$
|
112,519
|
|
|
$
|
571
|
|
|
$
|
116
|
|
|
$
|
-
|
|
|
$
|
113,206
|
|
Commercial real estate
|
|
|
213,660
|
|
|
|
629
|
|
|
|
-
|
|
|
|
-
|
|
|
|
214,289
|
|
Construction, land acquisition and development
|
|
|
24,259
|
|
|
|
78
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24,337
|
|
Total real estate
|
|
|
350,438
|
|
|
|
1,278
|
|
|
|
116
|
|
|
|
-
|
|
|
|
351,832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
126,441
|
|
|
|
232
|
|
|
|
125
|
|
|
|
19
|
|
|
|
126,817
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
116,710
|
|
|
|
1,420
|
|
|
|
362
|
|
|
|
-
|
|
|
|
118,492
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and political subdivisions
|
|
|
39,875
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
39,875
|
|
Total peforming (accruing) loans
|
|
|
633,464
|
|
|
|
2,930
|
|
|
|
603
|
|
|
|
19
|
|
|
|
637,016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-accrual loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
|
570
|
|
|
|
73
|
|
|
|
51
|
|
|
|
1,025
|
|
|
|
1,719
|
|
Commercial real estate
|
|
|
4,183
|
|
|
|
52
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,235
|
|
Construction, land acquisition and development
|
|
|
-
|
|
|
|
-
|
|
|
|
45
|
|
|
|
-
|
|
|
|
45
|
|
Total real estate
|
|
|
4,753
|
|
|
|
125
|
|
|
|
96
|
|
|
|
1,025
|
|
|
|
5,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
181
|
|
|
|
-
|
|
|
|
23
|
|
|
|
-
|
|
|
|
204
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
14
|
|
|
|
31
|
|
|
|
16
|
|
|
|
92
|
|
|
|
153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and political subdivisions
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total non-accrual loans
|
|
|
4,948
|
|
|
|
156
|
|
|
|
135
|
|
|
|
1,117
|
|
|
|
6,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans receivable
|
|
$
|
638,412
|
|
|
$
|
3,086
|
|
|
$
|
738
|
|
|
$
|
1,136
|
|
|
$
|
643,372
|
|
The following tables present a distribution of the recorded
investment, unpaid principal balance and the related allowance for the Company’s impaired loans, which have been analyzed
for impairment under ASC 310, at March 31, 2014 and December 31, 2013. Non-accrual loans, other than TDRs, with aggregate loan
relationship balances less than the $100 thousand loan relationship threshold are not evaluated individually for impairment and
are accordingly not included in the following tables. However, these loans are evaluated collectively for impairment as homogenous
pools in the general allowance under ASC Topic 450. Total non-accrual loans, other than TDRs, with balances less than the $100
thousand loan relationship threshold, that were evaluated under ASC Topic 450 amounted to $1.1 million at March 31, 2014 and December
31, 2013.
|
|
March 31, 2014
|
|
|
|
|
|
|
Unpaid
|
|
|
|
|
(in thousands)
|
|
Recorded
Investment
|
|
|
Principal
Balance
|
|
|
Related
Allowance
|
|
With no allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
$
|
717
|
|
|
$
|
800
|
|
|
$
|
-
|
|
Commercial real estate
|
|
|
4,134
|
|
|
|
4,594
|
|
|
|
-
|
|
Construction, land acquisition and development
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total real estate loans
|
|
|
4,851
|
|
|
|
5,394
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and political subdivisions
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total impaired loans with no related allowance recorded
|
|
|
4,851
|
|
|
|
5,394
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
|
1,033
|
|
|
|
1,033
|
|
|
|
3
|
|
Commercial real estate
|
|
|
2,550
|
|
|
|
2,550
|
|
|
|
455
|
|
Construction, land acquisition and development
|
|
|
304
|
|
|
|
304
|
|
|
|
1
|
|
Total real estate loans
|
|
|
3,887
|
|
|
|
3,887
|
|
|
|
459
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
129
|
|
|
|
129
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
546
|
|
|
|
546
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and political subdivisions
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total impaired loans with a related allowance recorded
|
|
|
4,562
|
|
|
|
4,562
|
|
|
|
479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
|
1,750
|
|
|
|
1,833
|
|
|
|
3
|
|
Commercial real estate
|
|
|
6,684
|
|
|
|
7,144
|
|
|
|
455
|
|
Construction, land acquisition and development
|
|
|
304
|
|
|
|
304
|
|
|
|
1
|
|
Total real estate loans
|
|
|
8,738
|
|
|
|
9,281
|
|
|
|
459
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
129
|
|
|
|
129
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
546
|
|
|
|
546
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and political subdivisions
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total impaired loans
|
|
$
|
9,413
|
|
|
$
|
9,956
|
|
|
$
|
479
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
Unpaid
|
|
|
|
|
|
|
Recorded
|
|
|
Principal
|
|
|
Related
|
|
(in thousands)
|
|
Investment
|
|
|
Balance
|
|
|
Allowance
|
|
With no allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
$
|
1,043
|
|
|
$
|
1,125
|
|
|
$
|
-
|
|
Commercial real estate
|
|
|
4,060
|
|
|
|
4,435
|
|
|
|
-
|
|
Construction, land acquisition and development
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total real estate loans
|
|
|
5,103
|
|
|
|
5,560
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and political subdivisions
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total impaired loans with no related allowance recorded
|
|
|
5,103
|
|
|
|
5,560
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
|
942
|
|
|
|
946
|
|
|
|
12
|
|
Commercial real estate
|
|
|
2,566
|
|
|
|
2,566
|
|
|
|
296
|
|
Construction, land acquisition and development
|
|
|
306
|
|
|
|
306
|
|
|
|
1
|
|
Total real estate loans
|
|
|
3,814
|
|
|
|
3,818
|
|
|
|
309
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
316
|
|
|
|
316
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and political subdivisions
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total impaired loans with a related allowance recorded
|
|
|
4,130
|
|
|
|
4,134
|
|
|
|
310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
|
1,985
|
|
|
|
2,071
|
|
|
|
12
|
|
Commercial real estate
|
|
|
6,626
|
|
|
|
7,001
|
|
|
|
296
|
|
Construction, land acquisition and development
|
|
|
306
|
|
|
|
306
|
|
|
|
1
|
|
Total real estate loans
|
|
|
8,917
|
|
|
|
9,378
|
|
|
|
309
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
316
|
|
|
|
316
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and political subdivisions
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total impaired loans
|
|
$
|
9,233
|
|
|
$
|
9,694
|
|
|
$
|
310
|
|
The total recorded investment in impaired loans, which consists
of non-accrual loans with an aggregate loan relationship of greater than $100,000 and performing TDRs, amounted to $9.4 million
and $9.2 million at March 31, 2014 and December 31, 2013, respectively. The related allowance on impaired loans was $0.5 million
and $0.3 million as of March 31, 2014 and December 31, 2013, respectively.
The following table presents the average balance and interest
income by loan category recognized on impaired loans for the three months ended March 31, 2014 and 2013:
|
|
Three Months Ended March 31,
|
|
|
|
2014
|
|
|
2013
|
|
(in thousands)
|
|
Average
Balance
|
|
|
Interest
Income (1)
|
|
|
Average
Balance
|
|
|
Interest
Income (1)
|
|
Residential real estate
|
|
$
|
1,790
|
|
|
$
|
14
|
|
|
$
|
2,168
|
|
|
$
|
2
|
|
Commercial real estate
|
|
|
6,628
|
|
|
|
31
|
|
|
|
10,875
|
|
|
|
93
|
|
Construction, land acquisition and development
|
|
|
304
|
|
|
|
4
|
|
|
|
1,013
|
|
|
|
9
|
|
Total real estate
|
|
|
8,722
|
|
|
|
49
|
|
|
|
14,056
|
|
|
|
104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
129
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
457
|
|
|
|
4
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and political subdivisions
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total impaired loans
|
|
$
|
9,308
|
|
|
$
|
53
|
|
|
$
|
14,056
|
|
|
$
|
104
|
|
(1) Interest income represents income recognized on performing
TDRs.
The additional interest income that would have been earned
on non-accrual and restructured loans for the quarter ended on March 31, 2014 and 2013 in accordance with their original terms
approximated $103 thousand and $200 thousand, respectively.
Troubled Debt Restructured Loans
TDRs at March 31, 2014 and December 31, 2013 were $8.7 million
and $8.1 million, respectively. Accruing and non-accruing TDRs were $4.8 million and $3.9 million, respectively at March 31, 2014
and $4.0 million and $4.1 million, respectively at December 31, 2013. Approximately $461 thousand and $301 thousand in specific
reserves have been established for these loans as of March 31, 2014 and December 31, 2013, respectively.
The modification of the terms of such loans included one or
a combination of the following: a reduction of the stated interest rate of the loan, an extension of the maturity date, or a permanent
reduction of the recorded investment in the loan.
The following tables show the pre- and post- modification recorded
investment in loans modified as TDRs by loan category during the three months ended March 31, 2014 and 2013:
|
|
Three
Months Ended March 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
Pre-Modification
|
|
|
Post-Modification
|
|
|
|
|
|
Pre-Modification
|
|
|
Post-Modification
|
|
|
|
|
|
|
Outstanding
|
|
|
Outstanding
|
|
|
|
|
|
Outstanding
|
|
|
Outstanding
|
|
|
|
Number of
|
|
|
Recorded
|
|
|
Recorded
|
|
|
Number of
|
|
|
Recorded
|
|
|
Recorded
|
|
(dollars in thousands)
|
|
Contracts
|
|
|
Investments
|
|
|
Investments
|
|
|
Contracts
|
|
|
Investments
|
|
|
Investments
|
|
Troubled debt restructuring:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
|
2
|
|
|
$
|
183
|
|
|
$
|
240
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Commercial real estate
|
|
|
4
|
|
|
|
238
|
|
|
|
238
|
|
|
|
1
|
|
|
|
477
|
|
|
|
477
|
|
Construction, land acquisition and development
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Commercial and industrial
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Consumer
|
|
|
1
|
|
|
|
135
|
|
|
|
135
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total new troubled debt restructurings
|
|
|
7
|
|
|
$
|
556
|
|
|
$
|
613
|
|
|
|
1
|
|
|
$
|
477
|
|
|
$
|
477
|
|
The seven loans modified as TDRs during the three months ended
March 31, 2014 increased the ALLL by $1 thousand at March 31, 2014.
The following tables present the types of modifications made
during the three months ended March 31, 2014 and 2013:
|
|
Three months ended March 31, 2014
|
|
|
|
Residential
|
|
|
Commercial
|
|
|
|
|
|
|
|
(in thousands)
|
|
Real Estate
|
|
|
Real Estate
|
|
|
Consumer
|
|
|
Total
|
|
Type of modification:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Extension of term
|
|
$
|
-
|
|
|
$
|
238
|
|
|
$
|
135
|
|
|
$
|
373
|
|
Extension of term and capitalization of taxes
|
|
|
240
|
|
|
|
-
|
|
|
|
-
|
|
|
|
240
|
|
Total modifications
|
|
$
|
240
|
|
|
$
|
238
|
|
|
$
|
135
|
|
|
$
|
613
|
|
|
|
Three months ended March 31, 2013
|
|
|
|
Residential
|
|
|
Commercial
|
|
|
|
|
|
|
|
(in thousands)
|
|
Real Estate
|
|
|
Real Estate
|
|
|
Consumer
|
|
|
Total
|
|
Type of modification:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal forbearance
|
|
$
|
-
|
|
|
$
|
477
|
|
|
$
|
-
|
|
|
$
|
477
|
|
Total modifications
|
|
$
|
-
|
|
|
$
|
477
|
|
|
$
|
-
|
|
|
$
|
477
|
|
There were no TDRs which re-defaulted (defined as past due
90 days) during the three months ended March 31, 2014 and 2013 and for which the payment re-default occurred within one year of
the modification.
Note 5. Other Real Estate Owned
The following table presents the composition of OREO at March
31, 2014 and December 31, 2013:
|
|
March 31,
|
|
|
December 31,
|
|
(in thousands)
|
|
2014
|
|
|
2013
|
|
Land/lots
|
|
$
|
2,780
|
|
|
$
|
3,549
|
|
Commercial real estate
|
|
|
615
|
|
|
|
647
|
|
Residential real estate
|
|
|
27
|
|
|
|
50
|
|
Total other real estate owned
|
|
$
|
3,422
|
|
|
$
|
4,246
|
|
The following table presents the activity in OREO for the three
months ended March 31, 2014 and 2013:
|
|
For the Three Months Ended
|
|
|
|
March 31,
|
|
(in thousands)
|
|
2014
|
|
|
2013
|
|
Balance, January 1,
|
|
$
|
4,246
|
|
|
$
|
3,983
|
|
Loans transferred to OREO
|
|
|
-
|
|
|
|
-
|
|
Valuation adjustments
|
|
|
(53
|
)
|
|
|
-
|
|
Carrying value of OREO sold
|
|
|
(771
|
)
|
|
|
(73
|
)
|
Balance, March 31,
|
|
$
|
3,422
|
|
|
$
|
3,910
|
|
The following table details the components of net expense of
OREO for the three months ended March 31, 2014 and 2013:
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
(in thousands)
|
|
2014
|
|
|
2013
|
|
Insurance
|
|
$
|
27
|
|
|
$
|
35
|
|
Legal fees
|
|
|
9
|
|
|
|
33
|
|
Maintenance
|
|
|
10
|
|
|
|
25
|
|
Professional fees
|
|
|
10
|
|
|
|
14
|
|
Real estate taxes
|
|
|
49
|
|
|
|
56
|
|
Utilities
|
|
|
3
|
|
|
|
7
|
|
Other
|
|
|
5
|
|
|
|
55
|
|
Impairment charges
|
|
|
53
|
|
|
|
-
|
|
Total expense
|
|
|
166
|
|
|
|
225
|
|
Income from the operation of foreclosed properties
|
|
|
(3
|
)
|
|
|
(7
|
)
|
Net expense of OREO
|
|
$
|
163
|
|
|
$
|
218
|
|
Note 6. Securities
Securities have been classified as available-for-sale or held-to-maturity
in the consolidated financial statements according to management’s intent. The following tables present the amortized cost,
gross unrealized gains and losses, and the fair value of the Company’s securities at March 31, 2014 and December 31, 2013:
|
|
March 31, 2014
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
|
|
|
|
Amortized
|
|
|
Holding
|
|
|
Holding
|
|
|
|
|
(in thousands)
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Fair Value
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of U.S. government agencies
|
|
$
|
18,873
|
|
|
$
|
126
|
|
|
$
|
8
|
|
|
$
|
18,991
|
|
Obligations of state and political subdivisions
|
|
|
69,836
|
|
|
|
2,646
|
|
|
|
1,058
|
|
|
|
71,424
|
|
Government-sponsored agency:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized mortgage obligations
|
|
|
35,527
|
|
|
|
37
|
|
|
|
465
|
|
|
|
35,099
|
|
Residential mortgage-backed securities
|
|
|
108,266
|
|
|
|
373
|
|
|
|
993
|
|
|
|
107,646
|
|
Corporate debt securities
|
|
|
500
|
|
|
|
-
|
|
|
|
83
|
|
|
|
417
|
|
Equity securities
|
|
|
1,010
|
|
|
|
-
|
|
|
|
56
|
|
|
|
954
|
|
Total available-for-sale securities
|
|
$
|
234,012
|
|
|
$
|
3,182
|
|
|
$
|
2,663
|
|
|
$
|
234,531
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
|
|
|
|
Amortized
|
|
|
Holding
|
|
|
Holding
|
|
|
|
|
(in thousands)
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Fair Value
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of state and political subdivisions
|
|
$
|
79,488
|
|
|
$
|
1,422
|
|
|
$
|
2,856
|
|
|
$
|
78,054
|
|
Government-sponsored agency:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized mortgage obligations
|
|
|
35,906
|
|
|
|
46
|
|
|
|
1,153
|
|
|
|
34,799
|
|
Residential mortgage-backed securities
|
|
|
91,648
|
|
|
|
98
|
|
|
|
2,090
|
|
|
|
89,656
|
|
Corporate debt securities
|
|
|
500
|
|
|
|
-
|
|
|
|
93
|
|
|
|
407
|
|
Equity securities
|
|
|
1,010
|
|
|
|
-
|
|
|
|
59
|
|
|
|
951
|
|
Total available-for-sale securities
|
|
$
|
208,552
|
|
|
$
|
1,566
|
|
|
$
|
6,251
|
|
|
$
|
203,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of state and political subdivisions
|
|
$
|
2,308
|
|
|
$
|
116
|
|
|
$
|
-
|
|
|
$
|
2,424
|
|
At March 31, 2014 and December 31, 2013, securities
with a carrying amount of $232.7 million and $204.2 million, respectively, were pledged as collateral to secure public deposits
and for other purposes.
The following table shows the amortized cost and approximate
fair value of the Company’s available-for-sale debt securities at March 31, 2014 using contractual maturities. Expected
maturities will differ from contractual maturity because issuers may have the right to call or prepay obligations with or without
call or prepayment penalties. Because mortgage-backed securities are not due at a single maturity date, they are not included
in the maturity categories in the following maturity summary.
|
|
March 31, 2014
|
|
|
|
Amortized
|
|
|
Fair
|
|
(in thousands)
|
|
Cost
|
|
|
Value
|
|
Amounts maturing in:
|
|
|
|
|
|
|
|
|
One year or less
|
|
$
|
450
|
|
|
$
|
437
|
|
After one year through five years
|
|
|
-
|
|
|
|
-
|
|
After five years through ten years
|
|
|
38,604
|
|
|
|
39,242
|
|
After ten years
|
|
|
50,155
|
|
|
|
51,153
|
|
Collateralized mortgage obligations
|
|
|
35,527
|
|
|
|
35,099
|
|
Residential mortgage-backed securities
|
|
|
108,266
|
|
|
|
107,646
|
|
Total
|
|
$
|
233,002
|
|
|
$
|
233,577
|
|
Gross proceeds from the sale of available-for-sale securities
were $11.1 million and $17.1 million for the three months ended March 31, 2014 and March 31, 2013, respectively, with gross gains
of $1.2 million and $0.8 million, respectively realized upon the sales. The Company sold its entire held-to-maturity portfolio
consisting of four obligations of states and political subdivisions with an aggregate amortized cost of $2.3 million in January,
2014. Gross proceeds received from the sale of the held-to-maturity portfolio were $2.7 million for the three months ended March
31, 2014, with gross gains of $0.4 million realized upon the sale. The four securities were zero-coupon bonds of California municipalities.
These securities were sold as part of management’s strategy to reduce the amount of potential credit risk within the investment
portfolio.
The following tables indicate the length of time that individual
securities available-for-sale and held-to-maturity have been in a continuous unrealized loss position at March 31, 2014 and December
31, 2013:
|
|
March
31, 2014
|
|
|
|
Less
than 12 Months
|
|
|
12
Months or Greater
|
|
|
Total
|
|
|
|
Number
|
|
|
|
|
|
Gross
|
|
|
Number
|
|
|
|
|
|
Gross
|
|
|
Number
|
|
|
|
|
|
Gross
|
|
|
|
of
|
|
|
Fair
|
|
|
Unrealized
|
|
|
of
|
|
|
Fair
|
|
|
Unrealized
|
|
|
of
|
|
|
Fair
|
|
|
Unrealized
|
|
(dollars in thousands)
|
|
Securities
|
|
|
Value
|
|
|
Losses
|
|
|
Securities
|
|
|
Value
|
|
|
Losses
|
|
|
Securities
|
|
|
Value
|
|
|
Losses
|
|
Obligations of US government agencies
|
|
|
2
|
|
|
$
|
7,784
|
|
|
$
|
8
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
2
|
|
|
$
|
7,784
|
|
|
$
|
8
|
|
Obligations of state and policitical subdivisions
|
|
|
13
|
|
|
|
7,675
|
|
|
|
524
|
|
|
|
14
|
|
|
|
4,403
|
|
|
|
534
|
|
|
|
27
|
|
|
|
12,078
|
|
|
|
1,058
|
|
Government sponsored agency:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized mortgage obligations
|
|
|
4
|
|
|
|
10,588
|
|
|
|
453
|
|
|
|
1
|
|
|
|
781
|
|
|
|
12
|
|
|
|
5
|
|
|
|
11,369
|
|
|
|
465
|
|
Residential mortgage-backed securities
|
|
|
10
|
|
|
|
61,221
|
|
|
|
960
|
|
|
|
2
|
|
|
|
7,041
|
|
|
|
33
|
|
|
|
12
|
|
|
|
68,263
|
|
|
|
993
|
|
Corporate debt securities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1
|
|
|
|
417
|
|
|
|
83
|
|
|
|
1
|
|
|
|
417
|
|
|
|
83
|
|
Equity Securities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1
|
|
|
|
944
|
|
|
|
56
|
|
|
|
1
|
|
|
|
944
|
|
|
|
56
|
|
Total
|
|
|
29
|
|
|
$
|
87,268
|
|
|
$
|
1,945
|
|
|
|
19
|
|
|
$
|
13,586
|
|
|
$
|
718
|
|
|
|
48
|
|
|
$
|
100,855
|
|
|
$
|
2,663
|
|
|
|
December
31, 2013
|
|
|
|
Less
than 12 Months
|
|
|
12
Months or Greater
|
|
|
Total
|
|
(in thousands)
|
|
Number
of
Securities
|
|
|
Fair
Value
|
|
|
Gross
Unrealized
Losses
|
|
|
Number
of
Securities
|
|
|
Fair
Value
|
|
|
Gross
Unrealized
Losses
|
|
|
Number
of
Securities
|
|
|
Fair
Value
|
|
|
Gross
Unrealized
Losses
|
|
Obligations of state and political subdivisions
|
|
|
58
|
|
|
$
|
33,835
|
|
|
$
|
1,837
|
|
|
|
18
|
|
|
$
|
4,756
|
|
|
$
|
1,019
|
|
|
|
76
|
|
|
$
|
38,591
|
|
|
$
|
2,856
|
|
Government-sponsored agency:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized mortgage obligations
|
|
|
11
|
|
|
|
31,683
|
|
|
|
1,139
|
|
|
|
1
|
|
|
|
833
|
|
|
|
14
|
|
|
|
12
|
|
|
|
32,516
|
|
|
|
1,153
|
|
Residential mortgage-backed securities
|
|
|
13
|
|
|
|
79,046
|
|
|
|
1,961
|
|
|
|
2
|
|
|
|
7,506
|
|
|
|
129
|
|
|
|
15
|
|
|
|
86,552
|
|
|
|
2,090
|
|
Corporate debt securities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1
|
|
|
|
407
|
|
|
|
93
|
|
|
|
1
|
|
|
|
407
|
|
|
|
93
|
|
Equity securities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1
|
|
|
|
941
|
|
|
|
59
|
|
|
|
1
|
|
|
|
941
|
|
|
|
59
|
|
Total
|
|
|
82
|
|
|
$
|
144,564
|
|
|
$
|
4,937
|
|
|
|
23
|
|
|
$
|
14,443
|
|
|
$
|
1,314
|
|
|
|
105
|
|
|
$
|
159,007
|
|
|
$
|
6,251
|
|
Substantially all of the Company’s securities portfolio
is comprised of debt securities, specifically single-maturity bonds of U.S. government agencies, obligations of states and political
subdivisions, and residential mortgage-backed securities, including home equity conversion mortgages, and collateralized mortgage
obligations (“CMOs”) of U.S. government-sponsored agencies. The Company held 48 securities that were in an unrealized
loss position at March 31, 2014. Substantially all of the unrealized losses relate to debt securities.
In determining whether unrealized losses are other-than-temporary,
management considers the following factors:
|
·
|
The causes
of the decline in fair value, such as credit deterioration, interest rate fluctuations,
or market volatility;
|
|
·
|
The severity
and duration of the decline;
|
|
·
|
Whether or
not the Company expects to receive all contractual cash flows;
|
|
·
|
The Company’s
ability and intent to hold the security to allow for recovery in fair value, as well
as the likelihood of such a recovery in the near term;
|
|
·
|
The Company’s
intent to sell the security, or if it is more likely than not that the Company will be
required to sell the security, before recovery of its amortized cost basis, less any
current-period credit loss.
|
Management performed a review of the fair values of all securities
at March 31, 2014 and determined that movements in the values of the securities were consistent with the change in market interest
rates. As a result of its review and considering the attributes of these debt securities, the Company concluded that OTTI did
not exist at March 31, 2014. To date, the Company has received all scheduled principal and interest payments and expects to fully
collect all future contractual principal and interest payments. The Company does not intend to sell the securities nor is it more
likely than not that the Company will be required to sell the securities.
Management does not believe that any individual unrealized
loss at March 31, 2014 represents OTTI. The unrealized losses reported for obligations of U.S. government agencies, residential
mortgage-backed securities and CMOs relate entirely to securities issued by FHLB, GNMA, FHLMC and FNMA that are currently rated
AAA by Moody’s Investor Services or Aaa by Standard & Poor’s and are guaranteed by the U.S. government. The obligations
of state and political subdivisions are comprised entirely of general-purpose debt obligations. The majority of these obligations
have a credit quality rating of A or better and are secured by the unlimited taxing power of the issuer. In addition, the Company
utilized a third party to perform an independent credit analysis of its state and political subdivision bonds that were either
non-rated or had a rating below A. There were two obligations of state and political subdivisions that were either non-rated or
had a rating below A. However, according to the independent credit analysis, these two bonds were considered investment grade.
Investments in FHLB and Federal Reserve Bank (“FRB”)
stock, which have limited marketability, are carried at cost and totaled $3.9 million and $3.5 million at March 31, 2014
and December 31, 2013, respectively. FRB stock of $1.3 million is included in Other Assets at March 31, 2014 and December
31, 2013. Management noted no indicators of impairment for the FHLB of Pittsburgh and FRB of Philadelphia at March 31, 2014.
Note 7. Fair Value Measurements
In determining fair value, the Company uses various valuation
approaches, including market, income and cost approaches. Accounting standards establish a hierarchy for inputs used in measuring
fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable
inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability,
which are developed based on market data obtained from sources independent of the Company. Unobservable inputs reflects the Company’s
assumptions about the assumptions the market participants would use in pricing an asset or liability, which are developed based
on the best information available in the circumstances.
The fair value hierarchy gives
the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurement)
and the lowest priority to unobservable inputs (Level 3 measurement). A financial asset or liability’s level within the
fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
The
fair value hierarchy is broken down into three levels based on the reliability of inputs as follows:
|
·
|
Level 1 valuation
is based upon unadjusted quoted market prices for identical instruments traded in active
markets.
|
|
·
|
Level 2 valuation
is based upon quoted market prices for similar instruments traded in active markets,
quoted market prices for identical or similar instruments traded in markets that are
not active and model-based valuation techniques for which all significant assumptions
are observable in the market or can be corroborated by market data; and
|
|
·
|
Level 3 valuation
is derived from other valuation methodologies including discounted cash flow models and
similar techniques that use significant assumptions not observable in the market. These
unobservable assumptions reflect estimates of assumptions that market participants would
use in determining fair value.
|
A description of the valuation methodologies used for assets
recorded at fair value, and for estimating fair value of financial instruments not recorded at fair value, is set forth below.
Cash, Short-term Investments, Accrued Interest Receivable
and Accrued Interest Payable
For these short-term instruments, the carrying amount is a
reasonable estimate of fair value.
Securities
The estimated fair values of available-for-sale equity securities
are determined by obtaining quoted prices on nationally recognized exchanges (Level 1 inputs). The estimated fair values for the
Company’s investments in obligations of U.S. government agencies, obligations of state and political subdivisions, government-sponsored
agency CMOs, government- sponsored agency residential mortgage-backed securities, and corporate debt securities are obtained by
the Company from a nationally-recognized pricing service. This pricing service develops estimated fair values by analyzing like
securities and applying available market information through processes such as benchmark curves, benchmarking of like securities,
sector groupings and matrix pricing (Level 2 inputs), to prepare valuations. Matrix pricing is a mathematical technique widely
used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather
by relying on the securities’ relationship to other benchmark quoted securities. The fair value measurements consider observable
data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution
data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things and
are based on market data obtained from sources independent from the Company. The Level 2 investments in the Company’s portfolio
are priced using those inputs that, based on the analysis prepared by the pricing service, reflect the assumptions that market
participants would use to price the assets. The Company has determined that the Level 2 designation is appropriate for these securities
because, as with most fixed-income securities, those in the Company’s portfolio are not exchange-traded, and such non-exchange-traded
fixed income securities are typically priced by correlation to observed market data. The Company has reviewed the pricing service’s
methodology to confirm its understanding that such methodology results in a valuation based on quoted market prices for similar
instruments traded in active markets, quoted markets for identical or similar instruments traded in markets that are not active
and model-based valuation techniques for which the significant assumptions can be corroborated by market data as appropriate to
a Level 2 designation.
For those securities for which the inputs used by an independent
pricing service were derived from unobservable market information, the Company evaluated the appropriateness and quality of each
price. The Company reviewed the volume and level of activity for all classes of securities and attempted to identify transactions
which may not be orderly or reflective of a significant level of activity and volume. For securities meeting these criteria, the
quoted prices received from either market participants or an independent pricing service may be adjusted, as necessary, to estimate
fair value (fair values based on Level 3 inputs). If applicable, the adjustment to fair value was derived based on present value
cash flow model projections prepared by the Company or obtained from third party providers utilizing assumptions similar to those
incorporated by market participants.
The Company owned one security issued by a state and political
subdivision that was valued using level 3 inputs. This security had an amortized cost of $450 thousand and $595 thousand at March
31, 2014 and December 31, 2013, respectively. This security had a credit rating that was either withdrawn or downgraded by nationally
recognized credit rating agencies, and as a result the market for these securities was inactive at both March 31, 2014 and December
31, 2013. This security was historically priced using Level 2 inputs. The credit ratings withdrawal and downgrade have resulted
in a decline in the level of significant other observable inputs for this investment security at the measurement dates. Broker
pricing and bid/ask spreads are very limited for this security. At March 31, 2014 and December 31, 2013, the Company obtained
a bid indication from a third-party municipal trading desk to determine the fair value of this security.
Loans
Except for collateral dependent impaired loans, fair values
of loans are estimated by discounting the projected future cash flows using market discount rates that reflect the credit, liquidity,
and interest rate risk inherent in the loan. Projected future cash flows are calculated based upon contractual maturity or call
dates, projected repayments and prepayments of principal. The estimated fair value of collateral dependent impaired loans is based
on the appraised loan value or other reasonable offers less estimated costs to sell. The Company does not record loans at fair
value on a recurring basis. However from time to time, a loan is considered impaired and an allowance for credit losses is established.
The specific reserves for collateral dependent impaired loans are based on the fair value of the collateral less estimated costs
to sell. The fair value of the collateral is generally based on appraisals. In some cases, adjustments are made to the appraised
values due to various factors including age of the appraisal, age of comparables included in the appraisal, and known changes
in the market and in the collateral. When significant adjustments are based on unobservable inputs, the resulting fair value measurement
is categorized as a Level 3 measurement.
Loans Held For Sale
Fair values of mortgage loans held for sale are based on commitments
on hand from investors or prevailing market prices.
Mortgage Servicing Rights
The fair value of mortgage servicing rights is estimated using
a discounted cash flow model that applies current estimated prepayments derived from the mortgage-backed securities market and
utilizes a current market discount rate for observable credit spreads. The Bank does not record mortgage servicing rights at fair
value on a recurring basis.
Restricted Stock
Ownership in equity securities of FHLB of Pittsburgh and the
FRB is restricted and there is no established market for their resale. The carrying amount is a reasonable estimate of fair value.
Deposits
The fair value of demand deposits, savings deposits, 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 based on discounted cash flows using FHLB advance rates currently offered for similar remaining maturities.
Borrowed funds
The Bank uses discounted cash flows using rates currently available
for debt with similar terms and remaining maturities to estimate fair value.
Commitments to extend credit and standby letters of credit
The
fair value of commitments to extend credit and standby letters of credit are estimated using the fees currently charged to enter
into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties.
For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed
rates. The fair value of off-balance sheet commitments is insignificant and therefore not included
in the table for non-recurring
assets and liabilities.
Assets measured at fair value on a recurring basis
The following tables detail the financial asset amounts that
are carried at fair value and measured at fair value on a recurring basis at March 31, 2014 and December 31, 2013, and indicate
the fair value hierarchy of the valuation techniques utilized by the Company to determine the fair value:
|
|
Fair Value Measurements at March 31, 2014
|
|
|
|
|
|
|
|
|
|
Significant
|
|
|
Significant
|
|
|
|
|
|
|
Quoted Prices
|
|
|
Other
|
|
|
Other
|
|
|
|
|
|
|
in Active Markets
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
for Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
(in thousands)
|
|
Fair Value
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of U.S. government agencies
|
|
$
|
18,991
|
|
|
$
|
-
|
|
|
$
|
18,991
|
|
|
$
|
-
|
|
Obligations of state and political subdivisions
|
|
|
71,424
|
|
|
|
-
|
|
|
|
70,987
|
|
|
|
437
|
|
Government-sponsored agency:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized mortgage obligations
|
|
|
35,099
|
|
|
|
-
|
|
|
|
35,099
|
|
|
|
-
|
|
Residential mortgage-backed securities
|
|
|
107,646
|
|
|
|
-
|
|
|
|
107,646
|
|
|
|
-
|
|
Corporate debt securities
|
|
|
417
|
|
|
|
-
|
|
|
|
417
|
|
|
|
-
|
|
Equity securities
|
|
|
954
|
|
|
|
954
|
|
|
|
-
|
|
|
|
-
|
|
Total available-for-sale securities
|
|
$
|
234,531
|
|
|
$
|
954
|
|
|
$
|
233,140
|
|
|
$
|
437
|
|
|
|
Fair Value Measurements at December 31, 2013
|
|
|
|
|
|
|
|
|
|
Significant
|
|
|
Significant
|
|
|
|
|
|
|
Quoted Prices
|
|
|
Other
|
|
|
Other
|
|
|
|
|
|
|
in Active Markets
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
for Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
(in thousands)
|
|
Fair Value
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of state and political subdivisions
|
|
$
|
78,054
|
|
|
$
|
-
|
|
|
$
|
77,483
|
|
|
$
|
571
|
|
Government-sponsored agency:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized mortgage obligations
|
|
|
34,799
|
|
|
|
-
|
|
|
|
34,799
|
|
|
|
-
|
|
Residential mortgage-backed securities
|
|
|
89,656
|
|
|
|
-
|
|
|
|
89,656
|
|
|
|
-
|
|
Corporate debt securities
|
|
|
407
|
|
|
|
-
|
|
|
|
407
|
|
|
|
-
|
|
Equity securities
|
|
|
951
|
|
|
|
951
|
|
|
|
-
|
|
|
|
-
|
|
Total available-for-sale securities
|
|
$
|
203,867
|
|
|
$
|
951
|
|
|
$
|
202,345
|
|
|
$
|
571
|
|
The following tables present a reconciliation and statement
of operations classifications of gains and losses for all assets measured at fair value on a recurring basis using significant
unobservable inputs (Level 3) for the three month periods ended March 31, 2014 and 2013:
Fair Value Measurements
|
Using Significant Unobservable Inputs (Level 3)
|
|
|
State and Political Subdivisions
|
|
|
|
Three Months Ended March 31,
|
|
(in thousands)
|
|
2014
|
|
|
2013
|
|
Balance at January 1,
|
|
$
|
571
|
|
|
$
|
1,739
|
|
Amortization
|
|
|
-
|
|
|
|
-
|
|
Accretion
|
|
|
-
|
|
|
|
-
|
|
Purchases
|
|
|
-
|
|
|
|
-
|
|
Paydowns
|
|
|
(145
|
)
|
|
|
(140
|
)
|
Total gains or losses (realized/unrealized):
|
|
|
|
|
|
|
|
|
Included in earnings
|
|
|
-
|
|
|
|
-
|
|
Included in other comprehensive income
|
|
|
11
|
|
|
|
5
|
|
Balance at March 31,
|
|
$
|
437
|
|
|
$
|
1,604
|
|
There were no transfers between levels within the fair value
hierarchy during the periods ended March 31, 2014 and 2013.
Assets measured at fair value on a non-recurring basis
The following tables present assets and liabilities measured
at fair value on a non-recurring basis:
|
|
Fair Value Measurements at March 31, 2014
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Significant
|
|
|
Significant
|
|
|
|
|
|
|
Active
|
|
|
Other
|
|
|
Other
|
|
|
|
|
|
|
markets for
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
(in thousands)
|
|
Fair Value (1)
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Collateral-dependent impaired loans
|
|
$
|
4,914
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
4,914
|
|
Other real estate owned
|
|
$
|
684
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
684
|
|
|
|
Fair Value Measurements at December 31, 2013
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Significant
|
|
|
Significant
|
|
|
|
|
|
|
Active
|
|
|
Other
|
|
|
Other
|
|
|
|
|
|
|
markets for
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
(in thousands)
|
|
Fair Value (1)
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Collateral-dependent impaired loans
|
|
$
|
5,229
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
5,229
|
|
Other real estate owned
|
|
$
|
3,931
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
3,931
|
|
|
(1)
|
Represents carrying value and related write-downs for which adjustments
are based on appraised value. Management makes adjustments to the appraised values as
necessary to consider declines in real estate values since the time of the appraisal.
Such adjustments are based on management’s knowledge of the local real estate markets.
|
Collateral-dependent impaired loans are classified as Level
3 assets and the estimated fair value of the collateral is based on the appraised value or other reasonable offers less estimated
costs to sell. When the measure of the impaired loan is less than the recorded investment in the loan, the impairment is recorded
through a valuation allowance or is charged off. The amount shown is the balance of impaired loans, net of any charge-offs and
the related allowance for loan losses.
OREO properties are recorded at fair value less the estimated
cost to sell at the date of the Company’s acquisition of the property. Subsequent to the Company’s acquisition, the
balance may be written down further. It is the Company’s policy to obtain certified external appraisals of real estate collateral
underlying impaired loans and OREO, and estimate fair value using those appraisals. Other valuation sources may be used, including
broker price opinions, letters of intent and executed sale agreements.
The Company discloses fair value information about financial
instruments, whether or not recognized in the Statement of Financial Condition, for which it is practicable to estimate that value.
The following estimated fair value amounts have been determined by the Company using available market information and appropriate
valuation methodologies. However, management judgment is required to interpret data and develop fair value estimates. Accordingly,
the estimates below are not necessarily indicative of the amounts the Company could realize in a current market exchange. The
use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
The following table summarizes the estimated fair values of
the Company’s financial instruments at March 31, 2014 and at December 31, 2013:
|
|
Fair Value
|
|
March 31, 2014
|
|
|
December 31, 2013
|
|
(in thousands)
|
|
Measurement
|
|
Carrying Value
|
|
|
Fair Value
|
|
|
Carrying Value
|
|
|
Fair Value
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and short term investments
|
|
Level 1
|
|
$
|
37,980
|
|
|
$
|
37,980
|
|
|
$
|
103,556
|
|
|
$
|
103,556
|
|
Securities available for sale
|
|
See previous table
|
|
|
234,531
|
|
|
|
234,531
|
|
|
|
203,867
|
|
|
|
203,867
|
|
Securities held to maturity
|
|
Level 2
|
|
|
-
|
|
|
|
-
|
|
|
|
2,308
|
|
|
|
2,424
|
|
FHLB and FRB Stock
|
|
Level 2
|
|
|
3,892
|
|
|
|
3,892
|
|
|
|
3,496
|
|
|
|
3,496
|
|
Loans held for sale
|
|
Level 2
|
|
|
69
|
|
|
|
69
|
|
|
|
820
|
|
|
|
820
|
|
Loans, net
|
|
Level 3
|
|
|
641,565
|
|
|
|
644,908
|
|
|
|
629,880
|
|
|
|
632,536
|
|
Accrued interest receivable
|
|
Level 2
|
|
|
2,590
|
|
|
|
2,590
|
|
|
|
2,191
|
|
|
|
2,191
|
|
Mortgage servicing rights
|
|
Level 3
|
|
|
478
|
|
|
|
978
|
|
|
|
529
|
|
|
|
990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
Level 2
|
|
|
835,207
|
|
|
|
837,204
|
|
|
|
884,698
|
|
|
|
887,056
|
|
Borrowed funds
|
|
Level 2
|
|
|
69,844
|
|
|
|
73,341
|
|
|
|
62,433
|
|
|
|
65,642
|
|
Accrued interest payable
|
|
Level 2
|
|
|
9,300
|
|
|
|
9,300
|
|
|
|
8,732
|
|
|
|
8,732
|
|
Note 8. Earnings per Share
For the Company, the numerator of both the basic and diluted
earnings per common share is net income available to common shareholders (which is equal to net income less dividends on preferred
stock and related discount accretion). The weighted average number of common shares outstanding used in the denominator for basic
earnings per common share is increased to determine the denominator used for diluted earnings per common share by the effect of
potentially dilutive common share equivalents utilizing the treasury stock method. For the Company, common share equivalents are
outstanding stock options to purchase the Company’s common shares and unvested restricted stock.
The following table presents the calculation of both basic
and diluted earnings per common share for the three months ended March 31, 2014 and 2013:
|
|
Three months ended
|
|
|
|
March 31,
|
|
(in thousands, except share data)
|
|
2014
|
|
|
2013
|
|
Net income
|
|
$
|
3,513
|
|
|
$
|
1,731
|
|
|
|
|
|
|
|
|
|
|
Basic weighted-average number of common shares outstanding
|
|
|
16,471,569
|
|
|
|
16,457,169
|
|
Plus: Common share equivalents
|
|
|
866
|
|
|
|
-
|
|
Diluted weighted-average number of common shares outstanding
|
|
|
16,472,435
|
|
|
|
16,457,169
|
|
|
|
|
|
|
|
|
|
|
Income per common share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.21
|
|
|
$
|
0.11
|
|
Diluted
|
|
$
|
0.21
|
|
|
$
|
0.11
|
|
Common share equivalents, in the table above, exclude stock
options of 77,937 for the three months ended March 31, 2014 and 129,170 stock options for the three months ended March 31, 2013
with exercise prices that exceed the average market price of the Company’s common shares during the periods presented. Inclusion
of these stock options would be anti-dilutive to the diluted earnings per common share calculation.
Note 9. Other Comprehensive Income
The following tables summarize the reclassifications out of
accumulated other comprehensive income (loss):
|
|
Three
Months Ended March 31, 2014
|
|
|
Amount
|
|
|
|
|
|
Reclassified from
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Other
|
|
|
|
|
|
Comprehensive
|
|
|
Affected Line Item in the
|
(in thousands)
|
|
Income
(Loss)
|
|
|
Consolidated
Statements of Operations
|
Available-for-sale securities:
|
|
|
|
|
|
|
Reclassification adjustment
for net gains reclassified into net income
|
|
$
|
(1,200
|
)
|
|
Net gain on sale of securities
|
Taxes
|
|
|
408
|
|
|
Income taxes
|
Net of tax amount
|
|
$
|
(792
|
)
|
|
|
|
|
Three
Months Ended March 31, 2013
|
|
|
Amount
|
|
|
|
|
|
Reclassified from
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Other
|
|
|
|
|
|
Comprehensive
|
|
|
Affected Line Item in the
|
(in thousands)
|
|
Income
(Loss)
|
|
|
Consolidated
Statements of Operations
|
Available-for-sale securities:
|
|
|
|
|
|
|
Reclassification adjustment
for net gains reclassified into net income
|
|
$
|
(842
|
)
|
|
Net gain on sale of securities
|
Taxes
|
|
|
286
|
|
|
Income taxes
|
Net of tax amount
|
|
$
|
(556
|
)
|
|
|
The following table summarizes the changes in accumulated other
comprehensive income (loss), net of tax:
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
(in thousands)
|
|
2014
|
|
|
2013
|
|
Beginning balance
|
|
$
|
(3,092
|
)
|
|
$
|
6,698
|
|
Other comprehensive income (loss) before reclassifications
|
|
|
4,227
|
|
|
|
(1,282
|
)
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
|
(792
|
)
|
|
|
(556
|
)
|
Net other comprehensive income (loss) during the period
|
|
|
3,435
|
|
|
|
(1,838
|
)
|
Ending balance
|
|
$
|
343
|
|
|
$
|
4,860
|
|
Note 10. Related Party Transactions
The Company and the Bank have engaged in and intend to continue
to engage in banking and financial transactions in the conduct of its business with directors and executive officers of the Company
and the Bank and their related parties.
The Bank has granted loans, letters of credit and lines of
credit to directors, executive officers and their related parties. The following table summarizes the changes in the total amounts
of such outstanding loans, advances under lines of credit, as well as repayments during the three months ended March 31, 2014
and 2013:
|
|
March 31,
|
|
(in thousands)
|
|
2014
|
|
|
2013
|
|
Outstanding at beginning of the year
|
|
$
|
32,506
|
|
|
$
|
33,296
|
|
New loans and advances
|
|
|
13,974
|
|
|
|
12,188
|
|
Repayments / reductions
|
|
|
(9,799
|
)
|
|
|
(10,853
|
)
|
Other (1)
|
|
|
-
|
|
|
|
(256
|
)
|
Outstanding at end of period
|
|
$
|
36,681
|
|
|
$
|
34,375
|
|
(1) "Other" represents loans to related parties that
ceased being related parties during the period.
At March 31, 2014, loans to directors, executive officers and
their related parties which were not performing in accordance with the terms of the loan agreements totaled $90 thousand.
Included in related party loans is a commercial line of credit
with a company owned by a director with a total aggregate balance of $10.0 million at March 31, 2014. The Company also sold a
participation interest in this line to the same director in the amount of $5.2 million, of which $4.0 million is outstanding.
The Bank receives a 25 basis point annual servicing fee from this director on the participation balance.
Deposits from directors, executive officers and their related
parties held by the Bank at March 31, 2014 and December 31, 2013 amounted to $99.4 million and $115.5 million, respectively.
Interest paid on the deposits amounted to $23 thousand and $35 thousand for the three months ended on March 31, 2014 and 2013,
respectively.
In the course of its operations, the Company acquires goods
and services from and transacts business with various companies of related parties. The Company believes these transactions were
made on the same terms as those for comparable transactions with unrelated parties. The Company recorded payments for these services
of $0.5 million and $1.2 million for the three months ended March 31, 2014 and 2013, respectively.
Subordinated notes held by officers and directors and/or their
related parties totaled $10.0 million at both March 31, 2014 and December 31, 2013. There was no interest paid to directors
on these notes for the three months ended on March 31, 2014 and 2013. Interest accrued and unpaid on the notes totaled $3.3 million
at March 31, 2014.
Note 11. Stock Compensation Plans
On August 30, 2000, the Company’s Board adopted
the 2000 Employee Stock Incentive Plan (the “Stock Incentive Plan”) in which options may be granted to key officers
and other employees of the Company. The aggregate number of shares which may be issued upon exercise of the options under the
plan cannot exceed 1,100,000 shares. Options and rights granted under the Stock Incentive Plan become exercisable six months after
the date the options are awarded and expire ten years after the award date. Upon exercise, the shares are issued from the Company’s
authorized but unissued stock. The Stock Incentive Plan expired on August 30, 2010. Therefore, no further grants will be made
under the plan.
The Board also adopted on August 30, 2000, the 2000 Independent
Directors Stock Option Plan (the “Directors’ Stock Plan”) for directors who are not officers or employees of
the Company. The aggregate number of shares issuable under the Directors’ Stock Plan cannot exceed 550,000 shares and are
exercisable six months from the date the awards are granted and expire three years after the award date. Upon exercise, the shares
are issued from the Company’s authorized but unissued shares. The Directors’ Stock Plan expired on August 30, 2010,
therefore, no further grants will be made under the plan.
No compensation expense related to options under either the
Stock Incentive Plan or the Directors’ Stock Plan was required to be recorded in the three months ended March 31, 2014 and
2013.
The following table summarizes the status of the Company’s
stock option plans:
|
|
Three Months Ended March 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
Exercise
|
|
|
|
Shares
|
|
|
Price
|
|
|
Shares
|
|
|
Price
|
|
Outstanding at January 1.
|
|
|
82,598
|
|
|
$
|
15.98
|
|
|
|
129,170
|
|
|
$
|
14.26
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Forfeited
|
|
|
(4,661
|
)
|
|
|
16.05
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding at March 31,
|
|
|
77,937
|
|
|
$
|
15.98
|
|
|
|
129,170
|
|
|
$
|
14.26
|
|
Options exercisable at March 31,
|
|
|
77,937
|
|
|
$
|
15.98
|
|
|
|
129,170
|
|
|
$
|
14.26
|
|
Weighted average fair value of options granted during the period
|
|
|
|
|
|
$
|
-
|
|
|
|
|
|
|
$
|
-
|
|
Stock-based compensation expense
|
|
|
|
|
|
$
|
-
|
|
|
|
|
|
|
$
|
-
|
|
At March 31, 2014 and 2013 the exercisable options had no total
intrinsic value and there was no unrecognized compensation expense.
The following table presents information pertaining to options
outstanding at March 31, 2014:
|
|
Options Outstanding
|
|
|
Options Excercisable
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Remaining
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
Number
|
|
|
Contractual
|
|
|
Exercise
|
|
|
Number
|
|
|
Exercise
|
|
Range of Exercise Price
|
|
Outstanding
|
|
|
Life
|
|
|
Price
|
|
|
Exercisable
|
|
|
Price
|
|
$10.81 - $23.13
|
|
|
77,937
|
|
|
|
3.2
|
|
|
$
|
15.98
|
|
|
|
77,937
|
|
|
$
|
15.98
|
|
On November 28, 2012, the Board of Directors adopted
the 2012 Employee Stock Grant Plan (the “2012 Stock Grant Plan”) under which shares of common stock not to
exceed 16,000 were authorized to be granted to employees. On December 17, 2012, the Company granted 50 shares of the
Company’s common stock to each active full and part time employee. There were 15,050 shares granted under the 2012
Stock Grant Plan at a fair value of $3.05 per share. On November 27, 2013, the Board of Directors adopted the 2013 Employee
Stock Grant Plan (the “2013 Stock Grant Plan”) under which shares of common stock not to exceed 15,000 were
authorized to be granted to employees. On December 2, 2013, the Company granted 50 shares of the Company’s common stock
to each active full and part time employee. There were 14,400 shares granted under the 2013 Stock Grant Plan at a fair value
of $4.26 per share. The total cost of these grants, which was included in salary expense in the Consolidated Statements of
Operations, amounted to $61 thousand and $46 thousand for the years ended December 31, 2013 and 2012, respectively. No
additional shares were granted under either plan.
The Board of Directors, upon the recommendation of the Compensation
Committee, formally adopted a Long-Term Incentive Compensation Plan (“LTIP”) on October 23, 2013. The LTIP was ratified
at the 2013 Annual Shareholders Meeting on December 23, 2013. The LTIP is designed to reward executives and key employees for
their contributions to the long-term success of the Company, primarily as measured by the increase in the Company’s stock
price. The LTIP authorizes up to 1,200,000 shares of common stock for issuance and provides the Board with the authority to offer
several different types of long-term incentives, including stock options, stock appreciation rights, restricted stock, restricted
stock units, performance units and performance shares. The Board approved initial awards under the terms of the LTIP, which were
granted to executives and key employees on March 1, 2014. The initial grant was comprised solely of 45,750 shares of restricted
stock. At March 31, 2014, there were 1,154,250 shares of common stock available for award under the LTIP. For the three months
ended March 31, 2014, stock-based compensation expense totaled $10 thousand and was included in salaries and employee benefits
expense in the Consolidated Statements of Operations. Total unrecognized compensation expense related to unvested restricted stock
awards at March 31, 2014 was $297 thousand.
The following table the status of the Company’s unvested
restricted stock awards at March 31, 2014 and changes during the three months ended March 31, 2014:
|
|
Three Months Ended March 31,
|
|
|
|
2014
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Average
|
|
|
|
Restricted
|
|
|
Grant Date
|
|
|
|
Shares
|
|
|
Fair Value
|
|
Unvested at January 1,
|
|
|
-
|
|
|
$
|
-
|
|
Awards granted
|
|
|
45,750
|
|
|
|
6.70
|
|
Forfeitures
|
|
|
-
|
|
|
|
-
|
|
Vestings
|
|
|
-
|
|
|
|
-
|
|
Unvested at March 31,
|
|
|
45,750
|
|
|
$
|
6.70
|
|
Note 12. Contingencies
On May 24, 2012, a putative shareholder filed a complaint in
the Court of Common Pleas for Lackawanna County (“Shareholder Derivative Suit”) against certain present and former
directors and officers of the Company (the “Individual Defendants”) alleging, inter alia, breach of fiduciary duty,
abuse of control, corporate waste, and unjust enrichment. The Company was named as a nominal defendant. The parties to the Shareholder
Derivative Suit commenced settlement discussions and on December 18, 2013, the Court entered an Order Granting Preliminary Approval
of Proposed Settlement subject to notice to shareholders. On February 4, 2014, the Court issued a Final Order and Judgment for
the matter granting approval of a Stipulation of Settlement (the “Settlement”) and dismissing all claims against the
Company and the Individual Defendants. As part of the Settlement, there was no admission of liability by the Individual Defendants.
Pursuant to the Settlement, the Individual Defendants, without admitting any fault, wrongdoing or liability, agreed to settle
the derivative litigation for $5.0 million. The $5.0 million Settlement payment was made to the Company on March 28, 2014. The
Individual Defendants reserved their rights to indemnification under the Company’s Articles of Incorporation and Bylaws,
resolutions adopted by the Board, the Pennsylvania Business Corporation Law and any and all rights they have against the Company’s
and the Bank’s insurance carriers. In accordance therewith, the Company had recorded a $5.0 million liability for this indemnification
at March 31, 2014, which is included in other liabilities. The Company netted the income related to the receipt of the $5.0 million
Settlement payment and the $5.0 million expense associated with recording the liability to indemnify the Individual Defendants
and therefore there was no effect on the operating results of the Company for the three months ended March 31, 2014. In addition,
in conjunction with the Settlement, the Company accrued $2.5 million related to fees and costs of the plaintiff’s attorneys,
which was included in non-interest expense in the consolidated statements of operations for the year ended December 31, 2013.
On April 1, 2014, the Company paid the $2.5 million related to the fees and costs of the plaintiff’s attorneys, and paid
$2.5 million as partial indemnification to the Individual Defendants.
There have been no changes in the status of the other litigation
disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.