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EMCLAIRE FINANCIAL CORP - Quarter Report: 2013 June (Form 10-Q)

 

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2013

 

or

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________ to _____________

 

Commission File Number: 001-34527

 

EMCLAIRE FINANCIAL CORP
(Exact name of registrant as specified in its charter)

 

Pennsylvania   25-1606091
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification No.)

 

612 Main Street, Emlenton, Pennsylvania   16373
(Address of principal executive offices)   (Zip Code)

 

(724) 867-2311
(Registrant’s telephone number)

 

 
(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes    x      No    ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes   x      No   ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company as defined in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes ¨ No x

 

The number of shares outstanding of the Registrant’s common stock was 1,763,158 at August 12, 2013.

 

 
 

 

EMCLAIRE FINANCIAL CORP

 

INDEX TO QUARTERLY REPORT ON FORM 10-Q

 

PART I – FINANCIAL INFORMATION
     
Item 1. Interim Financial Statements (Unaudited)  
     
  Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012 1
     
  Consolidated Statements of Net Income for the three and six months ended June 30, 2013 and 2012 2
     
  Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2013 and 2012 3
     
  Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012 4
     
  Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2013 and 2012 5
     
  Notes to Consolidated Financial Statements 6
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 39
     
Item 4. Controls and Procedures 39
     
PART II – OTHER INFORMATION
     
Item 1. Legal Proceedings 40
     
Item 1A. Risk Factors 40
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 40
     
Item 3. Defaults Upon Senior Securities 40
     
Item 4. Mine Safety Disclosures 40
     
Item 5. Other Information 40
     
Item 6. Exhibits 40
     
Signatures 41

 

 
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Interim Financial Statements

 

Emclaire Financial Corp

Consolidated Balance Sheets

As of June 30, 2013 (Unaudited) and December 31, 2012

(Dollar amounts in thousands, except per share data)

 

   June 30,   December 31, 
   2013   2012 
         
Assets          
           
Cash and due from banks  $1,992   $2,468 
Interest earning deposits with banks   9,413    17,956 
Cash and cash equivalents   11,405    20,424 
Securities available for sale   146,281    120,206 
Loans receivable, net of allowance for loan losses of $4,670 and $5,350   334,291    333,801 
Federal bank stocks, at cost   3,440    2,885 
Bank-owned life insurance   10,236    10,072 
Accrued interest receivable   1,582    1,533 
Premises and equipment, net   11,095    9,180 
Goodwill   3,664    3,664 
Core deposit intangible, net   1,090    1,235 
Prepaid expenses and other assets   6,540    6,014 
Total Assets  $529,624   $509,014 
           
Liabilities and Stockholders' Equity          
           
Liabilities:          
Deposits:          
Non-interest bearing  $106,433   $98,559 
Interest bearing   343,064    333,900 
Total deposits   449,497    432,459 
Short-term borrowed funds   5,500    - 
Long-term borrowed funds   20,000    20,000 
Accrued interest payable   377    442 
Accrued expenses and other liabilities   4,637    4,388 
Total Liabilities   480,011    457,289 
           
Commitments and Contingent Liabilities   -    - 
           
Stockholders' Equity:          
Preferred stock, $1.00 par value, 3,000,000 shares authorized;          
Series B, non-cumulative preferred stock, $10,000 liquidation value, 10,000 shares issued and outstanding, respectively   10,000    10,000 
Common stock, $1.25 par value, 12,000,000 shares authorized; 1,864,175 and 1,861,425 shares issued; 1,762,158 and 1,759,408 shares outstanding   2,330    2,327 
Additional paid-in capital   19,385    19,270 
Treasury stock, at cost; 102,017 shares   (2,114)   (2,114)
Retained earnings   22,514    21,672 
Accumulated other comprehensive income (loss)   (2,502)   570 
Total Stockholders' Equity   49,613    51,725 
Total Liabilities and Stockholders' Equity  $529,624   $509,014 

 

See accompanying notes to consolidated financial statements.

 

1
 

 

Emclaire Financial Corp

Consolidated Statements of Net Income (Unaudited)

For the three and six months ended June 30, 2013 and 2012

(Dollar amounts in thousands, except per share data)

 

   For the three months ended   For the six months ended 
   June 30,   June 30, 
   2013   2012   2013   2012 
                 
Interest and dividend income:                    
Loans receivable, including fees  $4,098   $4,288   $8,297   $8,600 
Securities:                    
Taxable   470    578    887    1,147 
Exempt from federal income tax   295    288    562    586 
Federal bank stocks   17    15    35    31 
Interest earning deposits with banks   18    29    31    50 
Total interest and dividend income   4,898    5,198    9,812    10,414 
                     
Interest expense:                    
Deposits   805    1,027    1,643    2,096 
Borrowed funds   194    235    392    470 
Total interest expense   999    1,262    2,035    2,566 
                     
Net interest income   3,899    3,936    7,777    7,848 
Provision for loan losses   153    115    295    228 
                     
Net interest income after provision for loan losses   3,746    3,821    7,482    7,620 
                     
Noninterest income:                    
Fees and service charges   428    375    826    731 
Commissions on financial services   76    139    139    225 
Title premiums   27    16    49    33 
Net gain on sales of available for sale securities   99    538    184    962 
Earnings on bank-owned life insurance   96    62    192    124 
Other   305    291    571    565 
Total noninterest income   1,031    1,421    1,961    2,640 
                     
Noninterest expense:                    
Compensation and employee benefits   1,932    1,867    3,837    3,810 
Premises and equipment   527    500    1,069    1,019 
Intangible asset amortization   73    93    145    186 
Professional fees   178    175    355    375 
Federal deposit insurance   102    94    208    190 
Other   820    835    1,593    1,618 
Total noninterest expense   3,632    3,564    7,207    7,198 
                     
Income before provision for income taxes   1,145    1,678    2,236    3,062 
Provision for income taxes   206    422    439    768 
                     
Net income   939    1,256    1,797    2,294 
Preferred stock dividends   125    125    250    250 
                     
Net income available to common stockholders  $814   $1,131   $1,547   $2,044 
                     
Basic earnings per common share  $0.46   $0.65   $0.88   $1.17 
Diluted earnings per common share   0.46    0.65    0.87    1.17 
                     
Average common shares outstanding   1,762,158    1,751,908    1,761,546    1,751,908 

 

See accompanying notes to consolidated financial statements.

 

2
 

 

Emclaire Financial Corp

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

For the three and six months ended June 30, 2013 and 2012

(Dollar amounts in thousands)

 

   For the three months ended   For the six months ended 
   June 30,   June 30, 
   2013   2012   2013   2012 
                 
Net income  $939   $1,256   $1,797   $2,294 
                     
Other comprehensive income (loss)                    
Unrealized gains (losses) on securities:                    
Unrealized holding gain (loss) arising during the period   (4,110)   645    (4,471)   444 
Reclassification adjustment for  gains included in net income   (99)   (538)   (184)   (962)
    (4,209)   107    (4,655)   (518)
Tax effect   1,431    (37)   1,583    176 
                     
Net of tax   (2,778)   70    (3,072)   (342)
                     
Comprehensive income (loss)  $(1,839)  $1,326   $(1,275)  $1,952 

 

See accompanying notes to consolidated financial statements.

 

3
 

 

Emclaire Financial Corp

Condensed Consolidated Statements of Cash Flows (Unaudited)

For the six months ended June 30, 2013 and 2012

(Dollar amounts in thousands)

 

   For the six months ended 
   June 30, 
   2013   2012 
         
Cash flows from operating activities          
Net income  $1,797   $2,294 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:          
Depreciation and amortization   336    347 
Provision for loan losses   295    228 
Amortization of premiums, net   90    98 
Amortization of intangible assets and mortgage servicing rights   145    189 
Realized gains on sales of available for sale securities, net   (184)   (962)
Net (gains) losses on foreclosed real estate   (12)   16 
Restricted stock and stock option compensation   98    60 
Increase in bank-owned life insurance, net   (164)   (107)
Increase in accrued interest receivable   (49)   (53)
(Increase) decrease in prepaid expenses and other assets   1,111    (293)
Decrease in accrued interest payable   (65)   (15)
Increase in accrued expenses and other liabilities   250    130 
Net cash provided by operating activities   3,648    1,932 
           
Cash flows from investing activities          
Loan originations and principal collections, net   (1,055)   (14,033)
Available for sale securities:          
Sales   3,314    5,596 
Maturities, repayments and calls   26,304    41,075 
Purchases   (60,116)   (82,278)
(Purchase) redemption of federal bank stocks   (555)   261 
Proceeds from the sale of foreclosed real estate   70    248 
Write-down of foreclosed real estate   19    - 
Purchases of premises and equipment   (2,251)   (225)
Net cash used in investing activities   (34,270)   (49,356)
           
Cash flows from financing activities          
Net increase in deposits   17,038    46,942 
Net change in short-term borrowings   5,500    - 
Proceeds from exercise of stock options, inlcuding tax benefit   20    - 
Dividends paid   (955)   (880)
Net cash provided by financing activities   21,603    46,062 
           
Decrease in cash and cash equivalents   (9,019)   (1,362)
Cash and cash equivalents at beginning of period   20,424    28,193 
Cash and cash equivalents at end of period  $11,405   $26,831 
           
Supplemental information:          
Interest paid  $2,100   $2,581 
Income taxes paid   140    1,020 
           
Supplemental noncash disclosure:          
Transfers from loans to foreclosed real estate   92    264 

 

See accompanying notes to consolidated financial statements.

 

4
 

 

Emclaire Financial Corp

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

For the three and six months ended June 30, 2013 and 2012

(Dollar amounts in thousands, except per share data)

 

   For the three months ended   For the six months ended 
   June 30,   June 30, 
   2013   2012   2013   2012 
                 
Balance at beginning of period  $51,866   $50,945   $51,725   $50,730 
                     
Net income   939    1,256    1,797    2,294 
                     
Other comprehensive income (loss)   (2,778)   70    (3,072)   (342)
                     
Stock compensation expense   63    31    98    60 
                     
Dividends declared on preferred stock   (125)   (125)   (250)   (250)
                     
Dividends declared on common stock   (352)   (315)   (705)   (630)
                     
Exercise of stock options, including tax benefit   -    -    20    - 
                     
Balance at end of period  $49,613   $51,862   $49,613   $51,862 
                     
Common cash dividend per share  $0.20   $0.18   $0.40   $0.36 

 

See accompanying notes to consolidated financial statements.

 

5
 

 

Emclaire Financial Corp

Notes to Consolidated Financial Statements (Unaudited)

 

1.Nature of Operations and Basis of Presentation

 

Emclaire Financial Corp (the Corporation) is a Pennsylvania corporation and the holding company of The Farmers National Bank of Emlenton (the Bank) and Emclaire Settlement Services, LLC (the Title Company). The Corporation provides a variety of financial services to individuals and businesses through its offices in Western Pennsylvania. Its primary deposit products are checking, savings and term certificate accounts and its primary lending products are residential and commercial mortgages, commercial business loans and consumer loans.

 

The consolidated financial statements include the accounts of the Corporation and its wholly owned subsidiaries, the Bank and the Title Company. All significant intercompany transactions and balances have been eliminated in preparing the consolidated financial statements.

 

The accompanying unaudited consolidated financial statements for the interim periods include all adjustments, consisting of normal recurring accruals, which are necessary, in the opinion of management, to fairly reflect the Corporation’s consolidated financial position and results of operations. Additionally, these consolidated financial statements for the interim periods have been prepared in accordance with instructions for the Securities and Exchange Commission’s (SEC’s) Form 10-Q and Article 10 of Regulation S-X and therefore do not include all information or footnotes necessary for a complete presentation of financial condition, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America (GAAP). For further information, refer to the audited consolidated financial statements and footnotes thereto for the year ended December 31, 2012, as contained in the Corporation’s 2012 Annual Report on Form 10-K filed with the SEC.

 

The balance sheet at December 31, 2012 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements.

 

The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, fair value of financial instruments, goodwill, real estate owned, the valuation of deferred tax assets and other-than-temporary impairment charges on securities. The results of operations for interim quarterly or year-to-date periods are not necessarily indicative of the results that may be expected for the entire year or any other period. Certain amounts previously reported may have been reclassified to conform to the current year’s financial statement presentation.

 

6
 

 

2.Participation in the Small Business Lending Fund (SBLF) of the U.S. Treasury Department (U.S. Treasury)

 

On August 18, 2011, the Corporation entered into a Securities Purchase Agreement (the Agreement) with the U.S. Treasury Department, pursuant to which the Corporation issued and sold to the U.S. Treasury 10,000 shares of Senior Non-Cumulative Perpetual Preferred Stock, Series B (Series B Preferred Stock), having a liquidation preference of $1,000 per share, for aggregate proceeds of $10.0 million. The issuance was pursuant to the U.S. Treasury’s SBLF program, a $30.0 billion fund established under the Small Business Jobs Act of 2010, which encouraged lending to small businesses by providing capital to qualified community banks with assets less than $10.0 billion. The Series B Preferred Stock is entitled to receive non-cumulative dividends payable quarterly on each January 1, April 1, July 1 and October 1, beginning October 1, 2011. The dividend rate, which is calculated on the aggregate liquidation amount, was initially set at 5% per annum based upon the current level of Qualified Small Business Lending (QSBL) by the Bank. The dividend rate for future periods is set based upon the percentage change in qualified lending between each dividend period and the baseline QSBL level established at the time the Agreement was entered into. Such dividend rate may vary from 1% per annum to 5% per annum for the second through tenth dividend periods, and will be fixed at a rate of 1% per annum to 7% per annum for the eleventh through the eighteenth dividend periods. If the Series B Preferred Stock remains outstanding for more than four-and-one-half years, the dividend rate will be fixed at 9%. Prior to that time, in general, the dividend rate decreases as the level of the Bank’s QSBL increases. The dividend rate was 5.0% for the quarters ended June 30, 2013 and 2012. Such dividends are not cumulative, but the Corporation may only declare and pay dividends on its common stock (or any other equity securities junior to the Series B Preferred Stock) if it has declared and paid dividends for the current dividend period on the Series B Preferred Stock, and will be subject to other restrictions on its ability to repurchase or redeem other securities.

 

As more completely described in the Certificate of Designation, holders of the Series B Preferred Stock have the right to vote as a separate class on certain matters relating to the rights of holders of Series B Preferred Stock and on certain corporate transactions. Except with respect to such matters, the Series B Preferred Stock does not have voting rights.

 

The Corporation may redeem the shares of Series B Preferred Stock, in whole or in part, at any time at a redemption price equal to the sum of the liquidation amount and the per-share amount of any unpaid dividends for the then-current period, subject to any required prior approval by the Corporation’s primary federal banking regulator. If paid in part, payments are required to be at least 25% of the original proceeds.

 

3.Earnings per Common Share

 

Basic earnings per common share (EPS) excludes dilution and is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS includes the dilutive effect of additional potential common shares for assumed issuance of restricted stock and shares issued under stock options.

 

7
 

 

3.Earnings per Common Share (continued)

 

The factors used in the Corporation’s earnings per common share computation follow:

 

(Dollar amounts in thousands, except for per share amounts)  For the three months ended   For the six months ended 
   June 30,   June 30, 
   2013   2012   2013   2012 
Earnings per common share - basic                    
                     
Net income  $939   $1,256   $1,797   $2,294 
Less: Preferred stock dividends   125    125    250    250 
                    
Net income available to common stockholders  $814   $1,131   $1,547   $2,044 
                     
Average common shares outstanding   1,762,158    1,751,908    1,761,546    1,751,908 
                     
Basic earnings per common share  $0.46   $0.65   $0.88   $1.17 
                     
Earnings per common share - diluted                    
                     
Net income available to common stockholders  $814   $1,131   $1,547   $2,044 
                     
Average common shares outstanding   1,762,158    1,751,908    1,761,546    1,751,908 
Add: Dilutive effects of assumed exercises of  restricted stock and stock options   14,223    -    13,350    - 
                     
Average shares and dilutive potential common shares   1,776,381    1,751,908    1,774,896    1,751,908 
                     
Diluted earnings per common share  $0.46   $0.65   $0.87   $1.17 
                     
Stock options and restricted stock awards not considered in computing diluted earnings per share because they were antidilutive   67,000    84,000    67,000    84,000 

 

4.Securities

 

The following table summarizes the Corporation’s securities as of June 30, 2013 and December 31, 2012:

 

(Dollar amounts in thousands)      Gross   Gross     
   Amortized   Unrealized   Unrealized   Fair 
   Cost   Gains   Losses   Value 
                 
Available for sale:                    
June 30, 2013:                    
U.S. Treasury and federal agency  $6,958   $-   $(208)  $6,750 
U.S. government sponsored entities and agencies   27,635    -    (723)   26,912 
Mortgage-backed securities: residential   15,011    590    -    15,601 
Collateralized mortgage obligations: residential   45,807    39    (1,144)   44,702 
State and political subdivisions   45,606    1,126    (841)   45,891 
Corporate debt securities   3,979    26   (19)   3,986 
Equity securities   2,356    103   (20)   2,439 
   $147,352   $1,884   $(2,955)  $146,281 
December 31, 2012:                    
U.S. Treasury and federal agency  $3,959   $8   $-   $3,967 
U.S. government sponsored entities and agencies   28,030    132    -    28,162 
Mortgage-backed securities: residential   21,137    1,587    -    22,724 
Collateralized mortgage obligations: residential   22,508    47    (80)   22,475 
State and political subdivisions   34,904    1,862   (1)   36,765 
Corporate debt securities   3,728    34   (1)   3,761 
Equity securities   2,356    4   (8)   2,352 
   $116,622   $3,674   $(90)  $120,206 

 

8
 

 

4.Securities (continued)

 

The following table summarizes scheduled maturities of the Corporation’s debt securities as of June 30, 2013. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities and collateralized mortgage obligations are not due at a single maturity and are shown separately.

 

(Dollar amounts in thousands)  Available for sale 
   Amortized   Fair 
   Cost   Value 
         
Due in one year or less  $2,551   $2,579 
Due after one year through five years   29,789    29,710 
Due after five through ten years   46,400    46,117 
Due after ten years   5,438    5,133 
Mortgage-backed securities: residential   15,011    15,601 
Collateralized mortgage obligations: residential   45,807    44,702 
   $144,996   $143,842 

 

Information pertaining to securities with gross unrealized losses at June 30, 2013 and December 31, 2012, aggregated by investment category and length of time that individual securities have been in a continuous loss position are included in the table below:

 

(Dollar amounts in thousands)  Less than 12 Months   12 Months or More   Total 
   Fair   Unrealized   Fair   Unrealized   Fair   Unrealized 
Description of Securities  Value   Loss   Value   Loss   Value   Loss 
                         
June 30, 2013:                              
U.S. Treasury and federal agency  $6,458   $(208)  $-   $-   $6,458   $(208)
U.S. government sponsored entities and agencies   27,635    (723)   -    -    27,635   $(723)
Collateralized mortgage obligations: residential   36,432    (1,144)   -    -    36,432   $(1,144)
State and political subdivisions   16,281    (841)   -    -    16,281    (841)
Corporate debt securities   1,006    (19)   -    -    1,006    (19)
Equity securities   950    (20)   -    -    950    (20)
   $88,762   $(2,955)  $-   $-   $88,762   $(2,955)
                               
December 31, 2012:                              
Collateralized mortgage obligations: residential  $10,698   $(80)  $-   $-   $10,698   $(80)
State and political subdivisions   521    (1)   -    -    521    (1)
Corporate debt securities   500    (1)   -    -    500    (1)
Equity securities   493    (8)   -    -    493    (8)
   $12,212   $(90)  $-   $-   $12,212   $(90)

 

Gains on sales of available for sale securities for the three and six month periods ended June 30 were as follows:

 

(Dollar amounts in thousands)  For the three months   For the six months 
   ended June 30,   ended June 30, 
   2013   2012   2013   2012 
                 
Proceeds  $1,539   $4,484   $3,314   $5,596 
Gains   99    538    184    962 
Tax provision related to gains   34    183    63    327 

 

9
 

 

4.Securities (continued)

 

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic, market or other conditions warrant such evaluation. Consideration is given to: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions and (4) whether the Corporation has the intent to sell the debt security or more likely than not will be required to sell the debt security before recovery of its amortized cost basis. If the Corporation intends to sell an impaired security, or if it is more likely than not the Corporation will be required to sell the security before its anticipated recovery, the Corporation records an other-than-temporary loss in an amount equal to the entire difference between fair value and amortized cost. Otherwise, only the credit portion of the estimated loss on debt securities is recognized in earnings, with the other portion of the loss recognized in other comprehensive income. For equity securities determined to be other-than-temporarily impaired, the entire amount of impairment is recognized through earnings.

 

There was one equity security in an unrealized loss position as of June 30, 2013. This security has been in an unrealized loss position for less than 12 months and was valued at 98% of its cost basis as of June 30, 2013. Equity securities owned by the Corporation consist of common stock of various financial service providers. The investment securities are in an unrealized loss position as a result of recent market volatility. The Corporation does not invest in these securities with the intent to sell them for a profit in the near term. For investments in equity securities, in addition to the general factors mentioned above for determining whether the decline in market value is other-than-temporary, the analysis of whether an equity security is other-than-temporarily impaired includes a review of the profitability and capital adequacy and all other relevant information available to determine the financial position and near term prospects of each issuer. The results of analyzing the aforementioned metrics and financial fundamentals suggest recovery of amortized cost as the sector improves. Based on that evaluation, and given that the Corporation’s current intention is not to sell any impaired security and it is more likely than not it will not be required to sell this security before the recovery of its amortized cost basis, the Corporation does not consider the equity security with an unrealized loss as of June 30, 2013 to be other-than-temporarily impaired.

 

There were 123 debt securities in an unrealized loss position as of June 30, 2013, all of which were in an unrealized loss position for less than 12 months. Of these securities, 12 were U.S. Treasury securities, 19 were U.S. agency securities, 24 were collateralized mortgage obligations, 64 were state and political subdivision securities and 4 were corporate debt securities. The unrealized losses associated with these securities were not due to the deterioration in the credit quality of the issuer that would likely result in the failure to collect contractual principal and interest, but rather have been caused by a rise in interest rates from the time the securities were purchased. Based on that evaluation and other general considerations, and given that the Corporation’s current intention is not to sell any impaired securities and it is more likely than not it will not be required to sell these securities before the recovery of its amortized cost basis, the Corporation does not consider the debt securities with unrealized losses as of June 30, 2013 to be other-than-temporarily impaired.

 

10
 

 

5.Loans Receivable and Related Allowance for Loan Losses

 

The Corporation’s loans receivable as of the respective dates are summarized as follows:

 

(Dollar amounts in thousands)  June 30,   December 31, 
   2013   2012 
         
Mortgage loans on real estate:          
Residential first mortgages  $93,338   $97,246 
Home equity loans and lines of credit   86,774    85,615 
Commercial real estate   97,168    98,823 
    277,280    281,684 
Other loans:          
Commercial business   51,337    45,581 
Consumer   10,344    11,886 
    61,681    57,467 
Total loans, gross   338,961    339,151 
Less allowance for loan losses   4,670    5,350 
Total loans, net  $334,291   $333,801 

 

11
 

 

5.Loans Receivable and Related Allowance for Loan Losses (continued)

 

The following table presents impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary as of June 30, 2013:

 

(Dollar amounts in thousands) 
   Impaired Loans with Specific Allowance 
               For the three months 
   As of June 30, 2013   ended June 30, 2013 
                       Cash Basis 
   Unpaid           Average   Interest Income   Interest 
   Principal   Recorded   Related   Recorded   Recognized   Recognized 
   Balance   Investment   Allowance   Investment   in Period   in Period 
                         
Residential first mortgages  $81   $81   $20   $40   $2   $2 
Home equity and lines of credit   -    -    -    -    -    - 
Commercial real estate   3,665    2,724    214    3,364    5    5 
Commercial business   -    -    -    -    -    - 
Consumer   -    -    -    -    -    - 
Total  $3,746   $2,805   $234   $3,404   $7   $7 

 

   For the six months 
   ended June 30, 2013 
           Cash Basis 
   Average   Interest Income   Interest 
   Recorded   Recognized   Recognized 
   Investment   in Period   in Period 
             
Residential first mortgages  $27   $2   $2 
Home equity and lines of credit   -    -    - 
Commercial real estate   3,599    9    9 
Commercial business   -    -    - 
Consumer   -    -    - 
Total  $3,626   $11   $11 

 

   Impaired Loans with No Specific Allowance 
                 For the three months 
   As of June 30, 2013  ended June 30, 2013 
                         Cash Basis 
   Unpaid             Average   Interest Income   Interest 
   Principal   Recorded         Recorded   Recognized   Recognized 
   Balance   Investment         Investment   in Period   in Period 
                           
Residential first mortgages  $-   $-         $-   $-   $- 
Home equity and lines of credit   -    -          -    -    - 
Commercial real estate   1,061    662          563    2    2 
Commercial business   356    356          360    -    - 
Consumer   1,348    1,348          1,469    -    - 
Total  $2,765   $2,366         $2,392   $2   $2 

 

   For the six months 
   ended June 30, 2013 
           Cash Basis 
   Average   Interest Income   Interest 
   Recorded   Recognized   Recognized 
   Investment   in Period   in Period 
             
Residential first mortgages  $-   $-   $- 
Home equity and lines of credit   -    -    - 
Commercial real estate   544    3    3 
Commercial business   363    -    - 
Consumer   1,529    -    - 
Total  $2,436   $3   $3 

 

12
 

 

5.Loans Receivable and Related Allowance for Loan Losses (continued)

 

The following table presents impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary as of December 31, 2012:

 

(Dollar amounts in thousands) 
   Impaired Loans with Specific Allowance 
               For the year ended 
   As of December 31, 2012   December 31, 2012 
                       Cash Basis 
   Unpaid           Average   Interest Income   Interest 
   Principal   Recorded   Related   Recorded   Recognized   Recognized 
   Balance   Investment   Allowance   Investment   in Period   in Period 
                         
Residential first mortgages  $-   $-   $-   $-   $-   $- 
Home equity and lines of credit   -    -    -    -    -    - 
Commercial real estate   4,242    4,068    1,448    2,075    186    16 
Commercial business   -    -    -    -    -    - 
Consumer   -    -    -    -    -    - 
Total  $4,242   $4,068   $1,448   $2,075   $186   $16 

 

   Impaired Loans with No Specific Allowance 
                 For the year ended 
   As of December 31, 2012  December 31, 2012 
                         Cash Basis 
   Unpaid             Average   Interest Income   Interest 
   Principal   Recorded         Recorded   Recognized   Recognized 
   Balance   Investment         Investment   in Period   in Period 
                           
Residential first mortgages  $-   $-         $-   $-   $- 
Home equity and lines of credit   -    -          -    -    - 
Commercial real estate   730    505          690    12    12 
Commercial business   394    369          368    5    5 
Consumer   1,650    1,650          1,774    -    - 
Total  $2,774   $2,524         $2,832   $17   $17 

 

Unpaid principal balance includes any loans that have been partially charged off but not forgiven. Accrued interest is not included in the recorded investment in loans based on the amounts not being material.

 

Troubled debt restructurings (TDR). The Corporation has certain loans that have been modified in order to maximize collection of loan balances. If, for economic or legal reasons related to the customer’s financial difficulties, management grants a concession compared to the original terms and conditions of the loan that it would not have otherwise considered, the modified loan is classified as a TDR. Concessions related to TDRs generally do not include forgiveness of principal balances. The Corporation generally does not extend additional credit to borrowers with loans classified as TDRs.

 

At June 30, 2013 and December 31, 2012, the Corporation had $2.1 million and $2.3 million, respectively, of loans classified as TDRs, which are included in impaired loans above. At June 30, 2013 and December 31, 2012, the Corporation had $55,000 and $36,000, respectively, of the allowance for loan losses allocated to these specific loans. At June 30, 2012, the Corporation had $796,000 of loans classified as TDRs with $36,000 of the allowance for loan losses allocated to these specific loans.

 

During the six month period ended June 30, 2013, the Corporation modified a residential mortgage loan with a pre- and post-modification recorded investment of $83,000 as a TDR due to financial difficulties experienced by the borrower. The modification included a reduction in the interest rate from 6.75% to 4.00% and a 65 month extension of the original term. At June 30, 2013, the Corporation had $20,000 of the allowance for loan losses allocated to this specific loan. During the six month period ended June 30, 2012, the Corporation did not modify any additional loans as TDRs.

 

13
 

 

5.Loans Receivable and Related Allowance for Loan Losses (continued)

 

During the six month periods ended June 30, 2013 and 2012, the Corporation did not have any loans which were modified as TDRs for which there was a payment default within twelve months following the modification.

 

Credit Quality Indicators. Management categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors.

 

Commercial real estate and commercial business loans not identified as impaired are evaluated as risk rated pools of loans utilizing a risk rating practice that is supported by a quarterly special asset review. In this review process, strengths and weaknesses are identified, evaluated and documented for each criticized and classified loan and borrower, strategic action plans are developed, risk ratings are confirmed and the loan’s performance status is reviewed.

 

Management has determined certain portions of the loan portfolio to be homogeneous in nature and assigns like reserve factors for the following loan pool types: residential real estate, home equity loans and lines of credit, and consumer installment and personal lines of credit.

 

The reserve allocation for risk rated loan pools is developed by applying the following factors:

 

Historic: Management utilizes a computer model to develop the historical net charge-off experience which is used to formulate the assumptions employed in the migration analysis applied to estimate future losses in the portfolio. Outstanding balance and charge-off information are input into the model and historical loss migration rate assumptions are developed to apply to pass, special mention, substandard and doubtful risk rated loans. A twelve-quarter rolling weighted-average is utilized to anticipate probable incurred losses in the portfolios.

 

Qualitative: Qualitative adjustment factors for pass, special mention, substandard and doubtful ratings are developed and applied to risk rated loans to allow for: quality of lending policies and procedures; national and local economic and business conditions; changes in the nature and volume of the portfolio; experiences, ability and depth of lending management; changes in trends, volume and severity of past due, nonaccrual and classified loans and loss and recovery trends; quality of loan review systems; concentrations of credit and other external factors.

 

Management uses the following definitions for risk ratings:

 

Pass: Loans classified as pass typically exhibit good payment performance and have underlying borrowers with acceptable financial trends where repayment capacity is evident. These borrowers typically would have a sufficient cash flow that would allow them to weather an economic downturn and the value of any underlying collateral could withstand a moderate degree of depreciation due to economic conditions.

 

Special Mention: Loans classified as special mention are characterized by potential weaknesses that could jeopardize repayment as contractually agreed. These loans may exhibit adverse trends such as increasing leverage, shrinking profit margins and/or deteriorating cash flows. These borrowers would inherently be more vulnerable to the application of economic pressures.

 

Substandard: Loans classified as substandard exhibit weaknesses that are well-defined to the point that repayment is jeopardized. Typically, the Corporation is no longer adequately protected by both the apparent net worth and repayment capacity of the borrower.

 

Doubtful: Loans classified as doubtful have advanced to the point that collection or liquidation in full, on the basis of currently ascertainable facts, conditions and value, is highly questionable or improbable.

 

14
 

 

5.Loans Receivable and Related Allowance for Loan Losses (continued)

 

The following table presents the classes of the loan portfolio summarized by the aggregate pass and the criticized categories of special mention, substandard and doubtful within the Corporation’s internal risk rating system as of June 30, 2013 and December 31, 2012:

 

(Dollar amounts in thousands) 
           Special             
   Not Rated   Pass   Mention   Substandard   Doubtful   Total 
                         
June 30, 2013:                              
Residential first mortgages  $93,068   $-   $-   $270   $-   $93,338 
Home equity and lines of credit   86,570    -    -    204    -    86,774 
Commercial real estate   -    89,049    508    7,611    -    97,168 
Commercial business   -    48,076    723    2,538    -    51,337 
Consumer   8,996    -    -    1,348    -    10,344 
Total  $188,634   $137,125   $1,231   $11,971   $-   $338,961 
                               
December 31, 2012:                              
Residential first mortgages  $96,713   $-   $-   $533   $-   $97,246 
Home equity and lines of credit   85,443    -    -    172    -    85,615 
Commercial real estate   -    88,944    1,658    6,870    1,351    98,823 
Commercial business   -    42,417    2,157    1,007    -    45,581 
Consumer   10,236    -    -    1,650    -    11,886 
Total  $192,392   $131,361   $3,815   $10,232   $1,351   $339,151 

 

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonperforming loans as of June 30, 2013 and December 31, 2012:

 

(Dollar amounts in thousands)
   Performing   Nonperforming     
   Accruing   Accruing   Accruing   Accruing         
   Loans Not   30-59 Days   60-89 Days   90 Days +       Total 
   Past Due   Past Due   Past Due   Past Due   Nonaccrual   Loans 
                         
June 30, 2013:                              
Residential first mortgages  $90,251   $2,530   $197   $41   $319   $93,338 
Home equity and lines of credit   85,968    530    73    61    142    86,774 
Commercial real estate   93,974    132    -    -    3,062    97,168 
Commercial business   50,618    363    -    -    356    51,337 
Consumer   8,990    4    2    -    1,348    10,344 
Total loans  $329,801   $3,559   $272   $102   $5,227   $338,961 
                               
December 31, 2012:                              
Residential first mortgages  $95,001   $1,272   $440   $-   $533   $97,246 
Home equity and lines of credit   84,592    669    157    -    197    85,615 
Commercial real estate   94,485    50    49    21    4,218    98,823 
Commercial business   44,915    297    -    -    369    45,581 
Consumer   10,172    41    23    -    1,650    11,886 
Total loans  $329,165   $2,329   $669   $21   $6,967   $339,151 

 

15
 

 

5.Loans Receivable and Related Allowance for Loan Losses (continued)

 

The following table presents the Corporation’s nonaccrual loans by aging category as of June 30, 2013 and December 31, 2012:

 

(Dollar amounts in thousands)
   Not   30-59 Days   60-89 Days   90 Days +   Total 
   Past Due   Past Due   Past Due   Past Due   Loans 
                     
June 30, 2013:                         
Residential first mortgages  $89   $-   $-   $230   $319 
Home equity and lines of credit   -    -    -    142    142 
Commercial real estate   440    2,283    -    339    3,062 
Commercial business   70    -    -    286    356 
Consumer   1,348    -    -    -    1,348 
Total loans  $1,947   $2,283   $-   $997   $5,227 
                          
December 31, 2012:                         
Residential first mortgages  $-   $-   $-   $533   $533 
Home equity and lines of credit   -    25    -    172    197 
Commercial real estate   469    3,386    10    353    4,218 
Commercial business   78    -    -    291    369 
Consumer   1,650    -    -    -    1,650 
Total loans  $2,197   $3,411   $10   $1,349   $6,967 

 

An allowance for loan losses (ALL) is maintained to absorb probable incurred losses from the loan portfolio. The ALL is based on management’s continuing evaluation of the risk characteristics and credit quality of the loan portfolio, assessment of current economic conditions, diversification and size of the portfolio, adequacy of collateral, past and anticipated loss experience and the amount of nonperforming loans.

 

Management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the ALL. When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALL.

 

16
 

 

5.Loans Receivable and Related Allowance for Loan Losses (continued)

 

The following table details activity in the ALL and the recorded investment by portfolio segment based on impairment method:

 

(Dollar amounts in thousands)
       Home Equity                 
   Residential   & Lines   Commercial   Commercial         
   Mortgages   of Credit   Real Estate   Business   Consumer   Total 
Three months ended June 30, 2013:                              
Allowance for loan losses:                              
Beginning Balance  $807   $727   $3,189   $702   $63   $5,488 
Charge-offs   (12)   -    (941)   -    (25)   (978)
Recoveries   -    -    2    -    5    7 
Provision   (23)   (106)   297    (25)   10    153 
Ending Balance  $772   $621   $2,547   $677   $53   $4,670 
                               
Six months ended June 30, 2013:                              
Allowance for loan losses:                              
Beginning Balance  $828   $730   $3,090   $636   $66   $5,350 
Charge-offs   (17)   -    (941)   -    (56)   (1,014)
Recoveries   1    -    4    -    34    39 
Provision   (40)   (109)   394    41    9    295 
Ending Balance  $772   $621   $2,547   $677   $53   $4,670 
                               
At June 30, 2013:                              
Ending ALL balance attributable to loans:                              
Individually evaluated for impairment   20    -    214    -    -    234 
Collectively evaluated for impairment   752    621    2,333    677    53    4,436 
                               
Total loans:                              
Individually evaluated for impairment   81    -    3,386    356    1,348    5,171 
Collectively evaluated for impairment   93,257    86,774    93,782    50,981    8,996    333,790 
                               
At December 31, 2012:                              
Ending ALL balance attributable to loans:                              
Individually evaluated for impairment   -    -    1,448    -    -    1,448 
Collectively evaluated for impairment   828    730    1,642    636    66    3,902 
                               
Total loans:                              
Individually evaluated for impairment   -    -    4,573    369    1,650    6,592 
Collectively evaluated for impairment   97,246    85,615    94,250    45,212    10,236    332,559 
                               
Three months ended June 30, 2012:                              
Allowance for loan losses:                              
Beginning Balance  $856   $413   $1,723   $586   $64   $3,642 
Charge-offs   (15)   (4)   (36)   (10)   (11)   (76)
Recoveries   7    20    2    -    5    34 
Provision   4    39    146    (80)   6    115 
Ending Balance  $852   $468   $1,835   $496   $64   $3,715 
                               
Six months ended June 30, 2012:                              
Allowance for loan losses:                              
Beginning Balance  $832   $320   $1,737   $590   $57   $3,536 
Charge-offs   (65)   (40)   (36)   (10)   (37)   (188)
Recoveries   83    27    4    15    10    139 
Provision   2    161    130    (99)   34    228 
                               
Ending Balance  $852   $468   $1,835   $496   $64   $3,715 

 

The allowance for loan losses is based on estimates and actual losses will vary from current estimates. Management believes that the granularity of the homogeneous pools and the related historical loss ratios and other qualitative factors, as well as the consistency in the application of assumptions, result in an ALL that is representative of the risk found in the components of the portfolio at any given date.

 

17
 

 

6.Goodwill and Intangible Assets

 

The following table summarizes the Corporation’s acquired goodwill and intangible assets as of June 30, 2013 and December 31, 2012:

 

(Dollar amounts in thousands)  June 30, 2013   December 31, 2012 
   Gross Carrying Amount   Accumulated Amortization   Gross Carrying Amount   Accumulated Amortization 
                 
Goodwill  $3,664   $-   $3,664   $- 
Core deposit intangibles   4,027    2,937    4,027    2,792 
Total  $7,691   $2,937   $7,691   $2,792 

 

Goodwill resulted from three previous branch acquisitions. Goodwill represents the excess of the total purchase price paid for the branch acquisitions over the fair value of the assets acquired, net of the fair value of the liabilities assumed. Goodwill is not amortized but is evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value may not be recoverable. No goodwill impairment charges were recorded during 2012 or in the first six months of 2013. The core deposit intangible asset is amortized using the double declining balance method over a weighted average estimated life of nine years and is not estimated to have a significant residual value. During the three and six month periods ending June 30, 2013, the Corporation recorded intangible amortization expense totaling $73,000 and $145,000, respectively, compared to $93,000 and $186,000, respectively, for the same periods in the prior year.

 

7.Stock Compensation Plans

 

The Corporation’s 2007 Stock Incentive Plan and Trust (the Plan), which is shareholder approved, permits the grant of restricted stock awards and options to its directors, officers and employees for up to 177,496 shares of common stock. Incentive stock options, non-incentive or compensatory stock options and share awards may be granted under the Plan. The exercise price of each option shall at least equal the market price of a share of common stock on the date of grant and have a contractual term of ten years. Options shall vest and become exercisable at the rate, to the extent and subject to such limitations as may be specified by the Corporation. Compensation cost related to share-based payment transactions must be recognized in the financial statements with measurement based upon the fair value of the equity instruments issued.

 

A summary of option activity under the Plan as of June 30, 2013, and changes during the period then ended is presented below:

 

           Aggregate   Weighted-Average 
       Weighted-Average   Intrinsic Value   Remaining Term 
   Options   Exercise Price   (in thousands)   (in years) 
                 
Outstanding as of January 1, 2013   86,250   $24.79   $-    4.9 
Granted   -    -    -    - 
Exercised   (1,500)   13.50    -    - 
Forfeited   (5,500)   25.28    -    - 
Outstanding as of June 30, 2013   79,250   $24.97   $65,295    4.3 
Exercisable as of June 30, 2013   76,500   $25.27   $43,150    4.2 

 

18
 

 

7.Stock Compensation Plans (continued)

 

A summary of the status of the Corporation’s nonvested option shares as of June 30, 2013, and changes during the period then ended is presented below:

 

       Weighted-Average 
   Options   Grant-date Fair Value 
         
Nonvested at January 1, 2013   2,750   $2.43 
Granted   -    - 
Vested   -    - 
Forfeited   -    - 
Nonvested as of June 30, 2013   2,750   $2.43 

 

A summary of the status of the Corporation’s nonvested restricted stock awards as of June 30, 2013, and changes during the period then ended is presented below:

 

       Weighted-Average 
   Shares   Grant-date Fair Value 
         
Nonvested at January 1, 2013   25,650   $17.30 
Granted   -    - 
Vested   (1,250)   13.60 
Forfeited   -    - 
Nonvested as of June 30, 2013   24,400   $17.49 

 

For the three and six month periods ended June 30, 2013, the Corporation recognized $63,000 and $98,000, respectively, in stock compensation expense, compared to $31,000 and $60,000, respectively, for the same periods in 2012. As of June 30, 2013, there was $224,000 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over the next 2.4 years. It is the Corporation’s policy to issue shares on the vesting date for restricted stock awards. Unvested restricted stock awards do not receive dividends declared by the Corporation.

 

8.Employee Benefit Plans

 

The Corporation provides pension benefits for eligible employees through a defined benefit pension plan. Substantially all employees participate in the retirement plan on a non-contributory basis, and are fully vested after three years of service. Effective January 1, 2009, the plan was closed to new participants.

 

The Corporation provided the requisite notice to plan participants on March 12, 2013 of the determination to freeze the plan (curtailment). While the freeze was not effective until April 30, 2013, management determined that participants would not satisfy, within the provisions of the plan, 2013 eligibility requirements based on minimum hours worked for 2013. Therefore, employees ceased to earn benefits as of January 1, 2013. This amendment to the plan will not affect benefits earned by the participant prior to the date of the freeze.

 

9.Fair Value

 

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair value.

 

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Corporation has the ability to access at the measurement date.

 

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

19
 

 

9.Fair Value (continued)

 

Level 3: Significant unobservable inputs that reflect the Corporation’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

 

An asset or liability’s level is based on the lowest level of input that is significant to the fair value measurement.

 

The Corporation used the following methods and significant assumptions to estimate fair value:

 

Cash and cash equivalents – The carrying value of cash, due from banks and interest bearing deposits approximates fair value and are classified as Level 1.

 

Securities available for sale – The fair value of all investment securities are based upon the assumptions market participants would use in pricing the security. If available, investment securities are determined by quoted market prices (Level 1). Level 1 includes U.S. Treasury, federal agency securities and certain equity securities. For investment securities where quoted market prices are not available, fair values are calculated based on market prices on similar securities (Level 2). Level 2 includes U.S. Government sponsored entities and agencies, mortgage-backed securities, collateralized mortgage obligations, state and political subdivision securities and corporate debt securities. For investment securities where quoted prices or market prices of similar securities are not available, fair values are calculated by using unobservable inputs (Level 3) and may include certain equity securities held by the Corporation. The Level 3 equity security valuations were supported by an analysis prepared by the Corporation which relies on inputs such as the security issuer’s publicly attainable financial information, multiples derived from prices in observed transactions involving comparable businesses and other market, financial and nonfinancial factors.

 

Loans – The fair value of loans receivable was estimated based on the discounted value of the future cash flows using the current rates being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification.

 

Impaired loans – At the time a loan is considered impaired, it is valued at the lower of cost or fair value. Impaired loans carried at fair value generally receive a specific allowance for loan losses. For collateral dependent loans, fair value is commonly based on real estate appraisals. These appraisals may utilize a

single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly. As of June 30, 2013, the fair value of impaired loans consists of loan balances of $2.8 million, net of a valuation allowance of $234,000, compared to loan balances of $4.1 million, net of a valuation allowance of $1.4 million, at December 31, 2012. There was $20,000 of additional provision for loan losses recorded for impaired loans during the three and six month periods ended June 30, 2013. There was no additional provision for loan losses recorded for impaired loans during the three months ended June 30, 2012. Additional provision for loan losses of $64,000 was recorded during the six months ended June 30, 2012 for impaired loans.

 

20
 

 

9.Fair Value (continued)

 

Other Real estate owned (OREO) – Assets acquired through or instead of foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals. Management’s ongoing review of appraisal information may result in additional discounts or adjustments to the valuation based upon more recent market sales activity or more current appraisal information derived from properties of similar type and/or locale. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. As of June 30, 2013, OREO measured at fair value less costs to sell had a net carrying amount of $35,000, which was made up of the outstanding balance of $50,000 and write-downs of $15,000, compared to a net carrying amount of $45,000, which was made up of the outstanding balance of $50,000 and write-downs of $5,000 at December 31, 2012.

 

Appraisals for both collateral-dependent impaired loans and OREO are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed by the Corporation. Once received, management reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. On an annual basis, the Corporation compares the actual selling price of OREO that has been sold to the most recent appraisal to determine what additional adjustment should be made to the appraisal value to arrive at fair value. The most recent analysis performed indicated that a discount of 10% should be applied.

 

Federal bank stock – It is not practical to determine the fair value of federal bank stocks due to restrictions placed on its transferability.

 

Deposits – The fair value of deposits with no stated maturity, such as non-interest bearing demand deposits, checking with interest, savings and money market accounts, is equal to the amount payable on demand resulting in either a Level 1 or Level 2 classification. The fair values of time deposits are based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar maturities resulting in a Level 2 classification.

 

Borrowings – The fair value of borrowings with the FHLB is estimated using discounted cash flows based on current incremental borrowing rates for similar types of borrowing arrangements resulting in a Level 2 classification.

 

Accrued interest receivable and payable – The carrying value of accrued interest receivable and payable approximates fair value. The fair value classification is consistent with the related financial instrument.

 

21
 

 

9.Fair Value (continued)

 

For assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy are as follows:

 

(Dollar amounts in thousands)      (Level 1)   (Level 2)     
       Quoted Prices in   Significant   (Level 3) 
       Active Markets   Other   Significant 
       for Identical   Observable   Unobservable 
Description  Total   Assets   Inputs   Inputs 
June 30, 2013:                    
U.S. Treasury and federal agency  $6,750   $6,750   $-   $- 
U.S. government sponsored entities and agencies   26,912    -    26,912    - 
Mortgage-backed securities: residential   15,601    -    15,601    - 
Collateralized mortgage obligations: residential   44,702    -    44,702    - 
State and political subdivision   45,891    -    45,891    - 
Corporate debt securities   3,986    -    3,986    - 
Equity securities   2,439    1,786    -    653 
   $146,281   $8,536   $137,092   $653 
                     
December 31, 2012:                    
U.S. Treasury and federal agency  $3,967   $3,967   $-   $- 
U.S. government sponsored entities and agencies   28,162    -    28,162    - 
Mortgage-backed securities: residential   22,724    -    22,724    - 
Collateralized mortgage obligations: residential   22,475    -    22,475    - 
State and political subdivision   36,765    -    36,765    - 
Corporate debt securities   3,761    -    3,761    - 
Equity securities   2,352    1,699    -    653 
   $120,206   $5,666   $113,887   $653 

 

The Corporation’s policy is to transfer assets or liabilities from one level to another when the methodology to obtain the fair value changes such that there are more or fewer unobservable inputs as of the end of the reporting period. During the three and six month periods ended June 30, 2013, the Corporation had no transfers between levels. The following table presents changes in Level 3 assets measured on a recurring basis for the three and six month periods ended June 30, 2013 and 2012:

 

(Dollar amounts in thousands)  Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2013   2012   2013   2012 
Balance at the beginning of the period  $653   $-   $653   $- 
Total gains or losses (realized/unrealized):   -    -    -    - 
Included in earnings   -    -    -    - 
Included in other comprehensive income   -    -    -    - 
Issuances   -    -    -    - 
Transfers in and/or out of Level 3   -    -    -    - 
Balance at the end of the period  $653   $-   $653   $- 

 

22
 

 

9.Fair Value (continued)

 

For assets measured at fair value on a non-recurring basis, the fair value measurements by level within the fair value hierarchy are as follows:

 

(Dollar amounts in thousands)      (Level 1)   (Level 2)     
       Quoted Prices in   Significant   (Level 3) 
       Active Markets   Other   Significant 
       for Identical   Observable   Unobservable 
Description  Total   Assets   Inputs   Inputs 
June 30, 2013:                    
Impaired commercial real estate loans  $2,510   $-   $-   $2,510 
Other residential real estate owned   35    -    -    35 
   $2,545   $-   $-   $2,545 
December 31, 2012:                    
Impaired commercial real estate loans  $2,620   $-   $-   $2,620 
Other residential real estate owned   45    -    -    45 
   $2,665   $-   $-   $2,665 

 

The following table presents quantitative information about Level 3 fair value measurements for assets measured at fair value on a non-recurring basis:

 

(Dollar amounts in thousands)      Valuation  Unobservable   
       Techniques(s)  Input (s)  Range
June 30, 2013:              
               
Impaired commercial real estate loans  $2,510    Sales comparison approach/  Contractual provision of USDA loan  Adjustment for differences  between comparable sales  0% - 20%
               
Other residential real estate owned   35    Sales comparison approach  Adjustment for differences between comparable sales  10%
               
December 31, 2012:              
Impaired commercial real estate loans   2,620    Sales comparison approach/   Contractual provision of USDA loan  Adjustment for differences between comparable sales  10% - 25%
               
Other residential real estate owned   45    Sales comparison approach  Adjustment for differences  between comparable sales  10%

 

The two tables above exclude a $61,000 impaired residential mortgage loan classified as a troubled debt restructure which was measured at fair value using a discounted cash flow methodology.

 

23
 

 

9.Fair Value (continued)

 

Included in impaired commercial real estate loans is a loan guaranteed by the United States Department of Agriculture (USDA) with balances of $351,000 and $354,000, respectively, as of June 30, 2013 and December 31, 2012. The guarantee covers 90% of the principal balance outstanding. In determining the fair value of this loan, the Corporation considered the contractual provisions of the loan and did not rely on the fair value of the underlying collateral. As such, the Corporation applied a 10% discount to the loan which represents the portion of the loan at risk. The weighted average discount on impaired loans as of June 30, 2013 and December 31, 2012 was 2% and 11%, respectively.

 

The following table sets forth the carrying amount and estimated fair values of the Corporation’s financial instruments included in the consolidated balance sheet as of June 30, 2013 and December 31, 2012:

 

(Dollar amounts in thousands)        
   Carrying   Fair Value Measurements using: 
Description  Amount   Total   Level 1   Level 2   Level 3 
                     
June 30, 2013:                         
Financial Assets:                         
Cash and cash equivalents  $11,405   $11,405   $11,405   $-   $- 
Securities available for sale   146,281    146,281    8,536    137,092    653 
Loans, net   334,291    340,484    -    -    340,484 
Federal bank stock   3,440     N/A     N/A     N/A     N/A 
Accrued interest receivable   1,582    1,582    35    498    1,049 
    496,999    499,752    19,976    137,590    342,186 
Financial Liabilities:                         
Deposits   449,497    451,714    331,083    120,631    - 
FHLB advances   20,000    26,921    -    26,921    - 
Accrued interest payable   377    377    7    370    - 
    469,874    479,012    331,090    147,922    - 

 

   Carrying   Fair Value Measurements using: 
   Amount   Total   Level 1   Level 2   Level 3 
December 31, 2012:                    
Financial Assets:                    
Cash and cash equivalents  $20,424   $20,424   $20,424   $-   $- 
Securities available for sale   120,206    120,206    5,666    113,887    653 
Loans, net   333,801    340,840    -    -    340,840 
Federal bank stock   2,885     N/A     N/A     N/A     N/A 
Accrued interest receivable   1,533    1,533    23    383    1,127 
    478,849    483,003    26,113    114,270    342,620 
Financial Liabilities:                         
Deposits   432,459    436,279    300,805    135,474    - 
FHLB advances   20,000    22,613    -    22,613    - 
Accrued interest payable   442    442    55    387    - 
    452,901    459,334    300,860    158,474    - 

 

24
 

 

10.Accumulated Other Comprehensive Income

 

The following tables summarize the changes within each classification of accumulated other comprehensive income, net of tax, for the three and six months ended June 30, 2013 and summarizes the significant amounts reclassified out of each component of accumulated other comprehensive income:

 

(Dollar amounts in thousands)  Unrealized Gains   Defined     
   and Losses on   Benefit     
   Available-for-Sale   Pension     
   Securities   Items   Totals 
             
Accumulated Other Comprehensive Income at April 1, 2013  $2,071   $(1,795)  $276 
                
Other comprehensive income before reclassification   (2,713)   -    (2,713)
Amounts reclassified from accumulated other comprehensive income   (65)   -    (65)
Net current period other comprehensive loss   (2,778)   -    (2,778)
                
Accumulated Other Comprehensive Income at June 30, 2013  $(707)  $(1,795)  $(2,502)

 

(Dollar amounts in thousands)  Amount Reclassified    
   from Accumulated    
   Other Comprehensive    
   Income   Affected Line Item in the
Details about Accumulated Other  For the three months   Statement Where Net
Comprehensive Income Components  ended June 30, 2013   Income is Presented
        
Unrealized gains and losses on available-for-sale securities  $99    Gain on sale of securities
    (34)   Tax expense
Total reclassifications for the period  $65    Net of tax

 

(Dollar amounts in thousands)  Unrealized Gains   Defined     
   and Losses on   Benefit     
   Available-for-Sale   Pension     
   Securities   Items   Totals 
             
Accumulated Other Comprehensive Income at January 1, 2013  $2,365   $(1,795)  $570 
                
Other comprehensive income before reclassification   (2,951)   -    (2,951)
Amounts reclassified from accumulated other comprehensive income   (121)   -    (121)
Net current period other comprehensive loss   (3,072)   -    (3,072)
                
Accumulated Other Comprehensive Income at June 30, 2013  $(707)  $(1,795)  $(2,502)

 

(Dollar amounts in thousands)  Amount Reclassified    
   from Accumulated    
   Other Comprehensive    
   Income   Affected Line Item in the
Details about Accumulated Other  For the six months   Statement Where Net
Comprehensive Income Components  ended June 30, 2013   Income is Presented
        
Unrealized gains and losses on available-for-sale securities  $184    Gain on sale of securities
    (63)   Tax expense
Total reclassifications for the period  $121    Net of tax

 

25
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This section discusses the consolidated financial condition and results of operations of Emclaire Financial Corp and its wholly owned subsidiaries, the Bank and the Title Company, for the three and six months ended June 30, 2013, compared to the same periods in 2012 and should be read in conjunction with the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC and with the accompanying consolidated financial statements and notes presented on pages 1 through 26 of this Form 10-Q.

 

This Form 10-Q, including the financial statements and related notes, contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections and statements of our beliefs concerning future events, business plans, objectives, expected operating results and the assumptions upon which those statements are based. Forward looking statements include without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” or words or phrases of similar meaning. We caution that the forward looking statements are based largely on our expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond our control. Actual results, performances or achievements could differ materially from those contemplated, expressed or implied by the forward looking statements. Therefore, we caution you not to place undue reliance on our forward looking information and statements. Except as required by applicable law or regulation, we will not update the forward looking statements to reflect actual results or changes in factors affecting the forward looking statements.

 

CHANGES IN FINANCIAL CONDITION

 

Total assets increased $20.6 million, or 4.1%, to $529.6 million at June 30, 2013 from $509.0 million at December 31, 2012. This increase resulted primarily from increases in securities and premises and equipment of $26.1 million and $1.9 million, respectively, which was funded by a decrease in cash and due from banks of $9.0 million and increases in customer deposits and short-term borrowed funds of $17.0 million and $5.5 million, respectively. The increase in premises and equipment relates primarily to the purchase of property for the construction of a new branch office in Cranberry Township, Pennsylvania.

 

Total liabilities increased $22.7 million, or 5.0%, to $480.0 million at June 30, 2013 from $457.3 million at December 31, 2012, resulting primarily from the aforementioned $17.0 million increase in customer deposits, which consisted of a $7.9 million, or 8.0%, increase in noninterest bearing deposits and a $9.2 million, or 2.7%, increase in interest bearing deposits. Borrowed funds increased $5.5 million, or 27.5% as the Corporation utilized short-term advances to fund normal fluctuations in cash balances.

 

Stockholders’ equity decreased $2.1 million to $49.6 million at June 30, 2013 from $51.7 million at December 31, 2012. This resulted from a $3.1 million decrease in accumulated other comprehensive income as unrealized gains on the Corporation’s securities portfolio decreased by $4.7 million following the recent rise in market interest rates. Book value and tangible book value per common share was $22.48 and $19.78, respectively, at June 30, 2013, compared to $23.72 and $20.93, respectively, at December 31, 2012.

 

At June 30, 2013, the Bank was considered well capitalized under regulatory guidelines with a Tier 1 leverage ratio, Tier 1 risk-based capital ratio and total risk-based capital ratio of 8.80%, 14.75% and 16.00%, respectively, compared to 8.92%, 14.96% and 16.21%, respectively, at December 31, 2012.

 

26
 

 

In July 2013, the Office of the Comptroller of the Currency and the other federal bank regulatory agencies issued a final rule that will revise their leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. Among other things, the rule established a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increases the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets) and assigns a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance acquisition, development or construction of real property. The final rule also requires unrealized gains and losses on certain “available-for-sale” securities holdings to be included for purposes of calculating regulatory capital requirements unless a one-time opt-in or opt-out is exercised. The rule limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements.

 

The final rule becomes effective for the Bank on January 1, 2015. The capital conservation buffer requirement will be phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective. The final rule also implements consolidated capital requirements for bank holding companies, such as the Corporation, effective January 1, 2015.

 

RESULTS OF OPERATIONS

 

Comparison of Results for the Three Month Periods Ended June 30, 2013 and 2012

 

General. Net income before preferred stock dividends decreased $317,000, or 25.2%, to $939,000 for the three months ended June 30, 2013 from $1.3 million for the same period in 2012. This decrease was the result of decreases in net interest income and noninterest income of $37,000 and $390,000, respectively, and increases in the provision for loan losses and noninterest expense of $38,000 and $68,000, respectively, partially offset by a decrease in the provision for income taxes of $216,000.

 

Net interest income. Net interest income on a tax equivalent basis decreased $34,000, or 1.0%, to $4.1 million for the three months ended June 30, 2013. This decrease can be attributed to a decrease in tax equivalent interest income of $297,000, partially offset by a decrease in interest expense of $263,000.

 

Interest income. Interest income on a tax equivalent basis decreased $297,000, or 5.5%, to $5.1 million for the three months ended June 30, 2013 compared to $5.4 million for the three months ended June 30, 2012. This decrease can be attributed to decreases in interest on loans, securities and interest-earning deposits with banks of $186,000, $102,000 and $11,000, respectively, partially offset by an increase in interest earned on federal bank stocks of $2,000.

 

Tax equivalent interest earned on loans receivable decreased $186,000, or 4.3%, to $4.2 million for the three months ended June 30, 2013 compared to $4.4 million for the three months ended June 30, 2012. This decrease resulted from a 42 basis points decline in the average yield on loans to 4.95% for the three months ended June 30, 2013, versus 5.37% for the same period in 2012. This unfavorable yield variance accounted for a $337,000 decrease in interest income. Partially offsetting this unfavorable yield variance, average loans increased $11.6 million, or 3.6%, accounting for an increase of $151,000 in loan interest income. Management’s strategy to increase loan production capacity, which includes the expansion of the corporate banking team and the projected entrance into new markets in the coming quarters, is key to overcoming the decrease in loan yields caused by an overall decline in market interest rates.

 

Tax equivalent interest earned on securities decreased $102,000, or 10.3%, to $885,000 for the three months ended June 30, 2013 as compared to $987,000 for the three months ended June 30, 2012. This decrease resulted from a 32 basis point decline in the average yield on securities to 2.48% for the three months ended June 30, 2013, versus 2.80% for the same period in 2012, due primarily to calls of higher-yielding securities. This unfavorable yield variance accounted for a $111,000 decrease in interest income. Partially offsetting the unfavorable yield variance, the average balance of securities increased $1.3 million, or 1.0%, accounting for a $9,000 increase in interest income.

 

27
 

 

Interest expense. Interest expense decreased $263,000, or 20.8%, to $1.0 million for the three months ended June 30, 2013 from $1.3 million for the same period in 2012. This decrease in interest expense can be attributed to a decrease in interest incurred on deposits and borrowed funds of $222,000 and $41,000, respectively.

 

Interest expense incurred on deposits decreased $222,000, or 21.6%, to $805,000 for the three months ended June 30, 2013 compared to $1.0 million for the same period in 2012. The average cost of interest-bearing deposits decreased 21 basis points to 0.93% for the three months ended June 30, 2013, compared to 1.14% for the same period in 2012, resulting in a $180,000 decrease in interest expense. This decrease in the cost of deposits was primarily due to deposits repricing during late 2012 and the first six months of 2013 in the overall low interest-rate environment. Additionally, the average balance of interest-bearing deposits decreased $15.4 million, or 4.3%, to $345.5 million for the three months ended June 30, 2013, compared to $360.9 million for the same period in 2012 causing a $42,000 decrease in interest expense. Average noninterest bearing deposits increased $10.4 million, or 10.9%, to $105.7 million from $95.3 million, facilitating the overall decline in the Corporation’s cost of funds.

 

Interest expense incurred on borrowed funds decreased $41,000, or 17.4%, to $194,000 for the three months ended June 30, 2013, compared to $235,000 for the same period in the prior year. The average cost of borrowed funds decreased 111 basis points to 3.62% for the three months ended June 30, 2013, compared to 4.73% for the same period in 2012, causing a $57,000 decrease in interest expense. This was primarily the result of the Corporation having exchanged and modified $15.0 million of the $20.0 million in outstanding Federal Home Loan Bank (FHLB) advances during the fourth quarter of 2012. The three $5.0 million advances with original rates of 4.98%, 4.83% and 4.68%, respectively, were exchanged for three $5.0 million advances each with a rate of 0.93% and a term of five years. Prepayment penalties associated with the three modified advances totaled $2.3 million and were cash-settled with the FHLB at the time of the modification. The Corporation is amortizing this prepayment penalty over the life of the new advances. Partially offsetting the favorable rate variance, the average balance of borrowed funds increased $1.4 million, or 7.2%, to $21.4 million for the three months ended June 30, 2013, compared to $20.0 million for the same period in 2012 causing a $16,000 increase in interest expense.

 

28
 

 

Average Balance Sheet and Yield/Rate Analysis. The following table sets forth, for the periods indicated, information concerning the total dollar amounts of interest income from interest-earning assets and the resulting average yields, the total dollar amounts of interest expense on interest-bearing liabilities and the resulting average costs, net interest income, interest rate spread and the net interest margin earned on average interest-earning assets. For purposes of this table, average loan balances include nonaccrual loans and exclude the allowance for loan losses and interest income includes accretion of net deferred loan fees. Interest and yields on tax-exempt loans and securities (tax-exempt for federal income tax purposes) are shown on a fully tax equivalent basis. The information is based on average daily balances during the periods presented.

 

(Dollar amounts in thousands)  Three months ended June 30, 
   2013   2012 
   Average       Yield /   Average       Yield / 
   Balance   Interest   Rate   Balance   Interest   Rate 
                         
Interest-earning assets:                              
Loans, taxable  $318,536   $3,928    4.95%  $304,838   $4,124    5.44%
Loans, tax exempt   19,217    243    5.06%   21,303    233    4.40%
Total loans receivable   337,753    4,171    4.95%   326,141    4,357    5.37%
                               
Securities, taxable   100,690    470    1.87%   105,263    578    2.21%
Securities, tax exempt   42,346    415    3.93%   36,522    409    4.50%
Total securities   143,036    885    2.48%   141,785    987    2.80%
                               
Interest-earning deposits with banks   16,628    18    0.43%   38,387    29    0.30%
Federal bank stocks   2,935    17    2.32%   3,444    15    1.75%
Total interest-earning other assets   19,563    35    0.72%   41,831    44    0.42%
                               
Total interest-earning assets   500,352    5,091    4.08%   509,757    5,388    4.25%
Cash and due from banks   2,062              2,507           
Other noninterest-earning assets   27,241              20,452           
                               
Total Assets  $529,655             $532,716           
                               
Interest-bearing liabilities:                              
Interest-bearing demand deposits  $225,068   $94    0.17%  $219,777   $122    0.22%
Time deposits   120,455    711    2.37%   141,133    905    2.58%
Total interest-bearing deposits   345,523    805    0.93%   360,910    1,027    1.14%
                               
Borrowed funds, short-term   1,447    1    0.25%   -    -    0.00%
Borrowed funds, long-term   20,000    193    3.86%   20,000    235    4.73%
Total borrowed funds   21,447    194    3.62%   20,000    235    4.73%
                               
Total interest-bearing liabilities   366,970    999    1.09%   380,910    1,262    1.33%
                               
Noninterest-bearing demand deposits   105,684    -    -    95,275    -    - 
                               
Funding and cost of funds   472,654    999    0.85%   476,185    1,262    1.07%
                               
Other noninterest-bearing liabilities   5,195              4,926           
                               
Total Liabilities   477,849              481,111           
Stockholders' Equity   51,806              51,605           
                               
Total Liabilities and Stockholders' Equity  $529,655             $532,716           
Net interest income       $4,092             $4,126      
                               
Interest rate spread (difference between weighted average rate on interest-earning assets and interest-bearing liabilities)             2.99%             2.92%
                               
Net interest margin (net interest income as a percentage of average interest-earning assets)             3.28%             3.26%

 

29
 

Analysis of Changes in Net Interest Income. The following table analyzes the changes in interest income and interest expense in terms of: (1) changes in volume of interest-earning assets and interest-bearing liabilities and (2) changes in yields and rates. The table reflects the extent to which changes in the Corporation’s interest income and interest expense are attributable to changes in volume (changes in volume multiplied by prior year rate), rate (change in rate multiplied by prior year volume) and changes attributable to the combined impact of volume/rate (change in rate multiplied by change in volume). The changes attributable to the combined impact of volume/rate are allocated on a consistent basis between the volume and rate variances. Changes in interest income on loans and securities reflect the changes in interest income on a fully tax equivalent basis.

 

(Dollar amounts in thousands)  Three months ended June 30, 
   2013 versus 2012 
   Increase (Decrease) due to 
   Volume   Rate   Total 
Interest income:               
Loans  $151   $(337)  $(186)
Securities   9    (111)   (102)
Interest-earning deposits with banks   (20)   9    (11)
Federal bank stocks   (2)   4    2 
                
Total interest-earning assets   138    (435)   (297)
                
Interest expense:               
Interest-bearing deposits   (42)   (180)   (222)
Borrowed funds   16    (57)   (41)
                
Total interest-bearing liabilities   (26)   (237)   (263)
                
Net interest income  $164   $(198)  $(34)

 

Provision for loan losses. The Corporation records provisions for loan losses to maintain a level of total allowance for loan losses that management believes, to the best of its knowledge, covers all probable incurred losses estimable at each reporting date. Management considers historical loss experience, the present and prospective financial condition of borrowers, current conditions (particularly as they relate to markets where the Corporation originates loans), the status of nonperforming assets, the estimated underlying value of the collateral and other factors related to the collectability of the loan portfolio.

 

Information pertaining to the allowance for loan losses and nonperforming assets for the quarter ended June 30, 2013 and 2012 is as follows:

 

(Dollar amounts in thousands)  At or for the three months ended 
   June 30, 
   2013   2012 
Balance at the beginning of the period  $5,488   $3,642 
Provision for loan losses   153    115 
Charge-offs   (978)   (76)
Recoveries   7    34 
Balance at the end of the period  $4,670   $3,715 
           
Nonperforming loans  $5,329   $3,904 
Nonperforming assets   5,564    4,211 
Nonperforming loans to total loans   1.57%   1.18%
Nonperforming assets to total assets   1.05%   0.78%
Allowance for loan losses to total loans   1.38%   1.13%
Allowance for loan losses to non-performing loans   87.63%   95.16%

 

30
 

 

Nonperforming loans increased $1.4 million to $5.3 million at June 30, 2013 from $3.9 million at June 30, 2012. The increase in nonperforming loans was primarily due to a $3.4 million commercial real estate relationship identified as impaired and placed on nonaccrual status during the quarter ended September 30, 2012 due to cash flow considerations, weakened financial condition of the principals and guarantors and updated appraisal information. Partially offsetting this addition were principal reductions resulting from credit workouts and repayments and a $941,000 partial charge-off in the second quarter of 2013 of the aforementioned loan for which a specific reserve of $1.4 million was established in the third quarter of 2012. Of the $5.3 million in nonperforming loans, the Corporation continues to receive payments on $4.2 million. During the three months ended June 30, 2013, nonperforming loans decreased $1.5 million to $5.3 million from $6.8 million at March 31, 2013.

 

As of June 30, 2013, the Corporation’s classified and criticized assets amounted to $13.2 million, or 2.5% of total assets, with $12.0 million classified as substandard and $1.2 million identified as special mention. This compares to classified and criticized assets of $15.4 million, or 3.0% of total assets, with $10.2 million classified as substandard, $3.8 million identified as special mention and $1.4 million classified as doubtful at December 31, 2012. The overall decrease in criticized and classified assets was primarily the result of the aforementioned partial charge-off and principal reductions resulting from credit workouts and repayments.

 

The provision for loan losses increased $38,000, or 33.0%, to $153,000 for the three months ended June 30, 2013 from $115,000 for the same period in the prior year as average loans receivable increased $11.6 million, or 3.6%, to $337.8 million for the three months ended June 30, 2013 compared to $326.1 million for the same period in 2012. Net charge-offs for the three month period ended June 30, 2013 were $971,000, compared to $42,000 for the same period in 2012 due to the aforementioned partial charge-off. This loan had sufficient specific reserves allocated to cover the charge-off, however, the charge-off negatively impacted the historical loss factors requiring additional provision for loan losses for the commercial real estate loan portfolio.

 

Noninterest income. Noninterest income decreased $390,000, or 27.5%, to $1.0 million during the three months ended June 30, 2013, compared to $1.4 million for the same period in the prior year. This decrease was primarily due to decreases in gains on the sale of securities and commissions on financial services of $439,000 and $63,000, respectively. During the quarter ended June 30, 2013, the Corporation realized securities gains of $99,000 related to the sale of certain mortgage-backed securities that were experiencing accelerated prepayments. During the same period in 2012, the Corporation realized securities gains of $538,000 related to the sale of U.S. Treasury securities. Partially offsetting these decreases, fees and service charges and earnings on bank-owned life insurance increased by $53,000 and $34,000, respectively. During the third quarter of 2012, the Corporation purchased an additional $4.0 million of bank-owned life insurance, thereby increasing its total investment to over $10.0 million. Excluding security gains, noninterest income increased $49,000, or 5.5%, to $932,000 during the three months ended June 30, 2013, compared to $883,000 for the same period in the prior year.

 

Noninterest expense. Noninterest expense increased $68,000, or 1.9%, to $3.6 million for the three months ended June 30, 2013. This increase in noninterest expense can be attributed to increases in compensation and employee benefits expense, premise and equipment expense, professional fees and FDIC expense of $65,000, $27,000, $3,000 and $8,000, respectively, partially offset by decreases in intangible amortization and other noninterest expense of $20,000 and $15,000, respectively.

 

Compensation and employee benefits expense increased $65,000, or 3.5%, to $1.9 million for the three months ended June 30, 2013. This increase can be primarily attributed to normal salary and wage increases of $111,000 and increases in stock compensation expense and recruitment and hiring expenses of $32,000 and $31,000, respectively, partially offset by a $39,000 reduction in employee retirement expense related to the pension plan freeze and decreases of $20,000 and $42,000, respectively in incentive compensation and employee insurance expense.

 

Premise and equipment expense increased $27,000, or 5.4%, to $527,000 for the three months ended June 30, 2013 from $500,000 for the same period in the prior year. This increase can be primarily attributed to increases of $7,000, $6,000 $5,000 and $5,000 in office rent, utility expense, real estate taxes and equipment repairs, respectively.

 

31
 

 

The Corporation recognized $73,000 of core deposit intangible amortization expense during the second quarter of 2013 compared to $93,000 for the same period in the prior year. This amortization relates to a branch acquisition completed in the third quarter of 2009. Further discussion of goodwill and intangible assets related to the branch office acquisition can be found in the “Notes to Consolidated Financial Statements” beginning on page 6.

 

FDIC insurance increased $8,000, or 8.5%, to $102,000 for the three months ended June 30, 2013, compared to $94,000 for the same period in the prior year. This was the result of prior period increases in nonperforming assets, which negatively impacted certain ratios used in calculating the FDIC insurance assessment rate.

 

Provision for income taxes. The provision for income taxes decreased $216,000, or 51.2%, to $206,000 for the three months ended June 30, 2013 compared to $422,000 for the same period in the prior year. The Corporation’s effective tax rate decreased to 18.0% for the second quarter of 2013 from 25.1% for the same quarter in the prior year due to a decrease in taxable income. The difference between the statutory rate of 34% and the Corporation’s effective tax rate of 18.0% for the quarter ended June 30, 2013, was due to tax-exempt income earned on certain tax-free loans and securities and bank-owned life insurance.

 

Comparison of Results for the Six Month Periods Ended June 30, 2013 and 2012

 

General. Net income before preferred stock dividends decreased $497,000, or 21.7%, to $1.8 million for the six months ended June 30, 2013 from $2.3 million for the same period in 2012. This decrease was the result of decreases in net interest income and noninterest income of $71,000 and $679,000, respectively, and increases in the provision for loan losses and noninterest expense of $67,000 and $9,000, respectively, partially offset by a decrease in the provision for income taxes of $329,000.

 

Net interest income. Net interest income on a tax equivalent basis decreased $82,000, or 1.0%, to $8.1 million for the six months ended June 30, 2013 from $8.2 million for the same period in 2012. This decrease can be attributed to a decrease in tax equivalent interest income of $613,000, partially offset by a decrease in interest expense of $531,000.

 

Interest income. Interest income on a tax equivalent basis decreased $613,000, or 5.7%, to $10.2 million for the six months ended June 30, 2013 compared to $10.8 million for the six months ended June 30, 2012. This decrease can be attributed to decreases in interest on loans, securities and interest-earning deposits with banks of $298,000, $300,000 and $19,000, respectively, partially offset by an increase in interest earned on federal bank stocks of $4,000.

 

Tax equivalent interest earned on loans receivable decreased $289,000, or 3.4%, to $8.4 million for the six months ended June 30, 2013 compared to $8.7 million for the six months ended June 30, 2012. This decrease resulted from a 43 basis point decline in the average yield on loans to 5.00% for the six months ended June 30, 2013, versus 5.43% for the same period in 2012. This unfavorable yield variance accounted for a $733,000 decrease in interest income. Partially offsetting this unfavorable yield variance, average loans increased $16.7 million, or 5.1%, accounting for an increase of $435,000 in loan interest income. Management’s strategy to increase loan production capacity, which includes the expansion of the corporate banking team and the projected entrance into new markets in the coming quarters, is key to overcoming the decrease in loan yields caused by an overall decline in market interest rates.

 

Tax equivalent interest earned on securities decreased $300,000, or 15.2%, to $1.7 million for the six months ended June 30, 2013 compared to $2.0 million for the six months ended June 30, 2012. This decrease resulted from a 31 basis point decline in the average yield on securities to 2.63% for the six months ended June 30, 2013, versus 2.94% for the same period in 2012, due primarily to calls of higher-yielding securities. This unfavorable yield variance accounted for a $206,000 decrease in interest income. Additionally, the average balance of securities decreased $6.7 million, or 4.9%, accounting for a $94,000 decrease in interest income.

 

Interest expense. Interest expense decreased $531,000, or 20.7%, to $2.0 million for the six months ended June 30, 2013 from $2.6 million for the same period in 2012. This decrease in interest expense can be attributed to a decrease in interest incurred on deposits and borrowed funds of $453,000 and $78,000, respectively.

 

32
 

 

Interest expense incurred on deposits decreased $453,000, or 21.6%, to $1.6 million for the six months ended June 30, 2013 compared to $2.1 million for the same period in 2012. The average cost of interest-bearing deposits decreased 22 basis points to 0.99% for the three months ended June 30, 2013, compared to 1.21% for the same period in 2012, resulting in a $379,000 decrease in interest expense. This decrease in the cost of deposits was primarily due to deposits repricing during late 2012 and the first six months of 2013 in the overall low interest-rate environment. Additionally, the average balance of interest-bearing deposits decreased $12.7 million, or 3.7%, to $335.5 million for the six months ended June 30, 2013, compared to $348.2 million for the same period in 2012, causing a $74,000 decrease in interest expense. Average noninterest bearing deposits increased $11.2 million, or 12.3%, to $102.5 million from $91.3 million, facilitating the overall decline in the Corporation’s cost of funds.

 

Interest expense incurred on borrowed funds decreased $78,000, or 16.6%, to $392,000 for the six months ended June 30, 2013, compared to $470,000 for the same period in the prior year. The average cost of borrowed funds decreased 94 basis points to 3.79% for the six months ended June 30, 2013, compared to 4.73% for the same period in 2012, causing a $97,000 decrease in interest expense. This was primarily the result of the Corporation having exchanged and modified $15.0 million of the $20.0 million in outstanding Federal Home Loan Bank (FHLB) advances during the fourth quarter of 2012. The three $5.0 million advances with original rates of 4.98%, 4.83% and 4.68%, respectively, were exchanged for three $5.0 million advances each with a rate of 0.93% and a term of five years. Prepayment penalties associated with the three modified advances totaled $2.3 million and were cash-settled with the FHLB at the time of the modification. The Corporation is amortizing this prepayment penalty over the life of the new advances. Partially offsetting the favorable rate variance, the average balance of borrowed funds increased $822,000, or 4.1%, to $20.8 million for the six months ended June 30, 2013, compared to $20.0 million for the same period in 2012, causing a $19,000 increase in interest expense.

 

33
 

 

Average Balance Sheet and Yield/Rate Analysis. The following table sets forth, for the periods indicated, information concerning the total dollar amounts of interest income from interest-earning assets and the resulting average yields, the total dollar amounts of interest expense on interest-bearing liabilities and the resulting average costs, net interest income, interest rate spread and the net interest margin earned on average interest-earning assets. For purposes of this table, average loan balances include nonaccrual loans and exclude the allowance for loan losses and interest income includes accretion of net deferred loan fees. Interest and yields on tax-exempt loans and securities (tax-exempt for federal income tax purposes) are shown on a fully tax equivalent basis. The information is based on average daily balances during the periods presented.

 

(Dollar amounts in thousands)  Six months ended June 30, 
   2013   2012 
   Average       Yield /   Average       Yield / 
   Balance   Interest   Rate   Balance   Interest   Rate 
                         
Interest-earning assets:                              
Loans, taxable  $322,241   $7,977    4.99%  $303,024   $8,281    5.50%
Loans, tax exempt   18,019    458    5.13%   20,581    452    4.42%
Total loans receivable   340,260    8,435    5.00%   323,605    8,733    5.43%
                               
Securities, taxable   89,182    887    2.01%   98,532    1,147    2.34%
Securities, tax exempt   39,455    792    4.05%   36,770    832    4.55%
Total securities   128,637    1,679    2.63%   135,302    1,979    2.94%
                               
Interest-earning deposits with banks   15,196    31    0.41%   30,381    50    0.33%
Federal bank stocks   2,897    35    2.44%   3,527    31    1.77%
Total interest-earning cash equivalents   18,093    66    0.74%   33,908    81    0.48%
                               
Total interest-earning assets   486,990    10,180    4.22%   492,815    10,793    4.40%
Cash and due from banks   1,996              2,562           
Other noninterest-earning assets   26,755              20,584           
                               
Total assets  $515,741             $515,961           
                               
Interest-bearing liabilities:                              
Interest-bearing demand deposits  $211,812   $164    0.16%  $205,326   $225    0.22%
Time deposits   123,698    1,479    2.41%   142,901    1,871    2.63%
Total interest-bearing deposits   335,510    1,643    0.99%   348,227    2,096    1.21%
                               
Borrowed funds, long-term   20,000    391    3.94%   20,000    470    4.73%
Borrowed funds, short-term   822    1    0.26%   -    -    0.00%
Total borrowed funds   20,822    392    3.79%   20,000    470    4.73%
                               
Total interest-bearing liabilities   356,332    2,035    1.15%   368,227    2,566    1.40%
Noninterest-bearing demand deposits   102,467    -    -    91,262    -    - 
                               
  Funding and cost of funds   458,799    2,035    0.89%   459,489    2,566    1.12%
Other noninterest-bearing liabilities   5,142              5,085           
                               
Total liabilities   463,941              464,574           
Stockholders' equity   51,800              51,387           
                               
Total liabilities and stockholders' equity  $515,741             $515,961           
Net interest income       $8,145             $8,227      
                               
Interest rate spread (difference between weighted average rate on interest-earning assets and interest-bearing liabilities)             3.07%             3.00%
                               
Net interest margin (net interest income as a percentage of average interest-earning assets)             3.37%             3.36%

 

34
 

Analysis of Changes in Net Interest Income. The following table analyzes the changes in interest income and interest expense in terms of: (1) changes in volume of interest-earning assets and interest-bearing liabilities and (2) changes in yields and rates. The table reflects the extent to which changes in the Corporation’s interest income and interest expense are attributable to changes in volume (changes in volume multiplied by prior year rate), rate (change in rate multiplied by prior year volume) and changes attributable to the combined impact of volume/rate (change in rate multiplied by change in volume). The changes attributable to the combined impact of volume/rate are allocated on a consistent basis between the volume and rate variances. Changes in interest income on loans and securities reflect the changes in interest income on a fully tax equivalent basis.

 

(Dollar amounts in thousands)  Six months ended June 30, 
   2013 versus 2012 
   Increase (Decrease) due to 
   Volume   Rate   Total 
Interest income:               
Loans  $435   $(733)  $(298)
Securities   (94)   (206)   (300)
Interest-earning deposits with banks   (29)   10    (19)
Federal bank stocks   (6)   10    4 
Total interest-earning assets   306    (919)   (613)
                
Interest expense:               
Deposits   (74)   (379)   (453)
Borrowed funds   19    (97)   (78)
Total interest-bearing liabilities   (55)   (476)   (531)
                
Net interest income  $361   $(443)  $(82)

 

Provision for loan losses. The Corporation records provisions for loan losses to maintain a level of total allowance for loan losses that management believes, to the best of its knowledge, covers all probable incurred losses estimable at each reporting date. Management considers historical loss experience, the present and prospective financial condition of borrowers, current conditions (particularly as they relate to markets where the Corporation originates loans), the status of nonperforming assets, the estimated underlying value of the collateral and other factors related to the collectability of the loan portfolio.

 

Information pertaining to the allowance for loan losses and nonperforming assets for the six months ended June 30, 2013 and 2012 is as follows:

 

(Dollar amounts in thousands)  At or for the six months ended 
   June 30, 
   2013   2012 
Balance at the beginning of the period  $5,350   $3,536 
Provision for loan losses   295    228 
Charge-offs   (1,014)   (188)
Recoveries   39    139 
Balance at the end of the period  $4,670   $3,715 
           
Non-performing loans  $5,329   $3,904 
Non-performing assets   5,564    4,211 
Non-performing loans to total loans   1.57%   1.18%
Non-performing assets to total assets   1.05%   0.78%
Allowance for loan losses to total loans   1.38%   1.13%
Allowance for loan losses to non-performing loans   87.63%   95.16%

 

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Nonperforming loans increased $1.4 million to $5.3 million at June 30, 2013 from $3.9 million at June 30, 2012. The increase in nonperforming loans was primarily due to a $3.4 million commercial real estate relationship identified as impaired and placed on nonaccrual status during the quarter ended September 30, 2012 due to cash flow considerations, weakened financial condition of the principals and guarantors and updated appraisal information. Partially offsetting this addition were principal reductions resulting from credit workouts and repayments and a $941,000 partial charge-off in the second quarter of 2013 of the aforementioned loan for which a specific reserve of $1.4 million was established in the third quarter of 2012. Of the $5.3 million in nonperforming loans, the Corporation continues to receive payments on $4.2 million. During the six months ended June 30, 2013, nonperforming loans decreased $1.7 million to $5.3 million from $7.0 million at December 31, 2012.

 

As of June 30, 2013, the Corporation’s classified and criticized assets amounted to $13.2 million, or 2.5% of total assets, with $12.0 million classified as substandard and $1.2 million identified as special mention. This compares to classified and criticized assets of $15.4 million, or 3.0% of total assets, with $10.2 million classified as substandard, $3.8 million identified as special mention and $1.4 million classified as doubtful at December 31, 2012. The overall decrease in criticized and classified assets was primarily the result of the aforementioned partial charge-off and principal reductions resulting from credit workouts and repayments.

 

The provision for loan losses increased $67,000, or 29.4%, to $295,000 for the six months ended June 30, 2013 from $228,000 for the same period in the prior year as average loans receivable increased $16.7 million, or 5.1%, to $340.3 million for the six months ended June 30, 2013 compared to $323.6 million for the same period in 2012. Net charge-offs for the six months ended June 30, 2013 were $975,000, compared to $49,000 for the same period in 2012 due to the aforementioned partial charge-off. This loan had sufficient specific reserves allocated to cover the charge-off, however, the charge-off negatively impacted the historical loss factors requiring additional provision for loan losses for the commercial real estate loan portfolio.

 

Noninterest income. Noninterest income decreased $679,000, or 25.7%, to $2.0 million during the six months ended June 30, 2013, compared to $2.6 million for the same period in the prior year. This decrease was primarily due to decreases in gains on the sale of securities and commissions on financial services of $778,000 and $86,000, respectively. During the six months ended June 30, 2013, the Corporation realized securities gains of $184,000 related to the sale of certain mortgage-backed securities that were experiencing accelerated prepayments. During the same period in 2012, the Corporation realized securities gains of $962,000, $424,000 of which related to the sale of a community bank stock and $538,000 related to the sale of U.S. Treasury securities. Partially offsetting these decreases, fees and service charges and earnings on bank-owned life insurance increased by $95,000 and $68,000, respectively. During the third quarter of 2012, the Corporation purchased an additional $4.0 million of bank-owned life insurance, thereby increasing its total investment to over $10.0 million. Excluding securities gains, noninterest income increased $99,000, or 5.9%, to $1.8 million during the six months ended June 30, 2013, compared to $1.7 million for the same period in the prior year.

 

Noninterest expense. Noninterest expense increased $9,000 to $7.2 million for the six months ended June 30, 2013. This increase in noninterest expense can be attributed to increases in compensation and employee benefits expense, premise and equipment expense and FDIC expense of $27,000, $50,000 and $17,000, respectively, partially offset by decreases in intangible amortization, professional fees and other noninterest expense of $40,000, $20,000 and $15,000, respectively.

 

Compensation and employee benefits expense increased $27,000, or 1.0%, to $3.8 million for the six months ended June 30, 2013. This increase can be primarily attributed to normal salary and wage increases of $173,000 and an increase in stock compensation expense of $38,000, partially offset by a $78,000 reduction in employee retirement expense related to the pension plan freeze and decreases of $45,000, $20,000, $18,000 and $17,000 in incentive compensation, payroll taxes, commission expense and recruitment and hiring expense, respectively.

 

Professional fees decreased $20,000, or 5.3%, to $355,000 for the six months ended June 30, 2013 from $375,000 for the same period in the prior year. This decrease can be primarily attributed to a $53,000 decrease in legal fees mainly related to declines in foreclosure and loan workout activity, partially offset by an increase in other professional fees of $19,000 related to information technology consulting and an increase in accounting and auditing fees of $13,000.

 

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The Corporation recognized $145,000 of core deposit intangible amortization expense during the first six months of 2013 compared to $186,000 for the same period in the prior year. This amortization relates to a branch acquisition completed in the third quarter of 2009. Further discussion of goodwill and intangible assets related to the branch office acquisition can be found in the “Notes to Consolidated Financial Statements” beginning on page 6.

 

Premises and equipment expense increased $50,000, or 4.9%, to $1.1 million for the six months ended June 30, 2013 from $1.0 million for the same period in the prior year. This increase can be primarily attributed to increases of $10,000, $8,000 $6,000 and $11,000 in office rent, utility expense, real estate taxes and equipment repairs, respectively.

 

FDIC insurance increased $18,000, or 9.3%, to $208,000 for the six months ended June 30, 2013, compared to $190,000 for the same period in the prior year. This was the result of prior period increases in nonperforming assets, which negatively impacted certain ratios used in calculating the FDIC insurance assessment rate.

 

Provision for income taxes. The provision for income taxes decreased $329,000, or 42.8%, to $439,000 for the six months ended June 30, 2013 compared to $768,000 for the same period in the prior year. The Corporation’s effective tax rate decreased to 19.6% for the first six months of 2013 from 25.1% for the same period in the prior year due to a decrease in taxable income. The difference between the statutory rate of 34% and the Corporation’s effective tax rate of 19.6% for the period ended June 30, 2013, was due to tax-exempt income earned on certain tax-free loans and securities and bank-owned life insurance.

 

LIQUIDITY

 

The Corporation’s primary sources of funds generally have been deposits obtained through the offices of the Bank, borrowings from the FHLB and Federal Reserve, and amortization and prepayments of outstanding loans and maturing securities. During the six months ended June 30, 2013, the Corporation used its sources of funds primarily to fund loan originations and security purchases. As of June 30, 2013, the Corporation had outstanding loan commitments, including undisbursed loans and amounts available under credit lines, totaling $58.7 million, and standby letters of credit totaling $188,000.

 

At June 30, 2013, time deposits amounted to $118.4 million, or 26.3% of the Corporation’s total consolidated deposits, including approximately $42.4 million of which are scheduled to mature within the next year. Management of the Corporation believes (i) it has adequate resources to fund all of its commitments, (ii) all of its commitments will be funded as required by related maturity dates and (iii) based upon past experience and current pricing policies, it can adjust the rates of time deposits to retain a substantial portion of maturing liabilities if necessary.

 

Aside from liquidity available from customer deposits or through sales and maturities of securities, the Corporation has alternative sources of funds such as a term borrowing capacity from the FHLB and the Federal Reserve’s discount window. At June 30, 2013, the Corporation had borrowed funds of $25.5 million consisting of $20.0 million in long-term FHLB advances and $5.5 million in short-term FHLB advances. The short-term borrowed funds were utilized primarily to fund purchases of certain investment securities and to offset deposit fluctuations within the quarter. At June 30, 2013, the Corporation’s borrowing capacity with the FHLB, net of funds borrowed, was $151.8 million.

 

Management is not aware of any conditions, including any regulatory recommendations or requirements, which would adversely impact its liquidity or its ability to meet funding needs in the ordinary course of business.

 

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CRITICAL ACCOUNTING POLICIES

 

The Corporation’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and follow general practices within the industry in which it operates. Application of these principles requires management to make estimates or judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates or judgments. Certain policies inherently have a greater reliance on the use of estimates, and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates or judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by third-party sources, when available. When third-party information is not available, valuation adjustments are estimated in good faith by management primarily though the use of internal cash flow modeling techniques.

 

The most significant accounting policies followed by the Corporation are presented in Note 1 to the consolidated financial statements included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012. These policies, along with the disclosures presented in the other financial statement notes provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Management views critical accounting policies to be those which are highly dependent on subjective or complex judgments, estimates and assumptions and where changes in those estimates and assumptions could have a significant impact on the financial statements. Management has identified the following as critical accounting policies.

 

Allowance for loan losses. The Corporation considers that the determination of the allowance for loan losses involves a higher degree of judgment and complexity than its other significant accounting policies. The balance in the allowance for loan losses is determined based on management’s review and evaluation of the loan portfolio in relation to past loss experience, the size and composition of the portfolio, current economic events and conditions and other pertinent factors, including management’s assumptions as to future delinquencies, recoveries and losses. All of these factors may be susceptible to significant change. Among the many factors affecting the allowance for loan losses, some are quantitative while others require qualitative judgment. Although management believes its process for determining the allowance adequately considers all of the potential factors that could potentially result in credit losses, the process includes subjective elements and may be susceptible to significant change. To the extent actual outcomes differ from management’s estimates, additional provisions for loan losses may be required that would adversely impact the Corporation’s financial condition or earnings in future periods.

 

Other-than-temporary impairment. Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic, market or other concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions and (4) whether the Corporation has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery.

 

Goodwill and intangible assets. Goodwill represents the excess cost over fair value of assets acquired in a business combination. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values. The impairment test is a two-step process that begins with an initial impairment evaluation. If the initial evaluation suggests that an impairment of the asset value exists, the second step is to determine the amount of the impairment. If the tests conclude that goodwill is impaired, the carrying value is adjusted and an impairment charge is recorded. As of November 30, 2012, the required annual impairment test of goodwill was performed and management concluded that no impairment existed as of that date.

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Market risk for the Corporation consists primarily of interest rate risk exposure and liquidity risk. Since virtually all of the interest-earning assets and interest-bearing liabilities are at the Bank, virtually all of the interest rate risk and liquidity risk lies at the Bank level. The Bank is not subject to currency exchange risk or commodity price risk, and has no trading portfolio, and therefore, is not subject to any trading risk. In addition, the Bank does not participate in hedging transactions such as interest rate swaps and caps. Changes in interest rates will impact both income and expense recorded and also the market value of long-term interest-earning assets and interest-bearing liabilities. Interest rate risk and liquidity risk management is performed at the Bank level. Although the Bank has a diversified loan portfolio, loans outstanding to individuals and businesses depend upon the local economic conditions in the immediate trade area.

 

One of the primary functions of the Corporation’s asset/liability management committee is to monitor the level to which the balance sheet is subject to interest rate risk. The goal of the asset/liability committee is to manage the relationship between interest rate sensitive assets and liabilities, thereby minimizing the fluctuations in the net interest margin, which achieves consistent growth of net interest income during periods of changing interest rates.

 

Interest rate sensitivity is the result of differences in the amounts and repricing dates of the Bank’s rate sensitive assets and rate sensitive liabilities. These differences, or interest rate repricing “gap”, provide an indication of the extent that the Corporation’s net interest income is affected by future changes in interest rates. A gap is considered positive when the amount of interest rate-sensitive assets exceeds the amount of interest rate-sensitive liabilities and is considered negative when the amount of interest rate-sensitive liabilities exceeds the amount of interest rate-sensitive assets. Generally, during a period of rising interest rates, a negative gap would adversely affect net interest income while a positive gap would result in an increase in net interest income. Conversely, during a period of falling interest rates, a negative gap would result in an increase in net interest income and a positive gap would adversely affect net interest income. The closer to zero that gap is maintained, generally, the lesser the impact of market interest rate changes on net interest income.

 

Assumptions about the timing and variability of cash flows are critical in gap analysis. Particularly important are the assumptions driving mortgage prepayments and the expected attrition of the core deposits portfolios. These assumptions are based on the Corporation’s historical experience, industry standards and assumptions provided by a federal regulatory agency, which management believes most accurately represents the sensitivity of the Corporation’s assets and liabilities to interest rate changes. As of June 30, 2013, the Corporation’s interest-earning assets maturing or repricing within one year totaled $153.5 million while the Corporation’s interest-bearing liabilities maturing or repricing within one-year totaled $161.6 million, providing an excess of interest-bearing liabilities over interest-earning assets of $8.1 million. At June 30, 2013, the percentage of the Corporation’s assets to liabilities maturing or repricing within one year was 95.0%.

 

For more information, see “Market Risk Management” in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012.

 

Item 4. Controls and Procedures

 

The Corporation maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Corporation’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Corporation’s management, including its Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e).

 

As of June 30, 2013, the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s CEO and CFO, of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures. Based on the foregoing, the Corporation’s CEO and CFO concluded that the Corporation’s disclosure controls and procedures were effective. There have been no significant changes in the Corporation’s internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Corporation completed its evaluation.

 

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There has been no change made in the Corporation’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Corporation is involved in various legal proceedings occurring in the ordinary course of business. It is the opinion of management, after consultation with legal counsel, that these matters will not materially affect the Corporation’s consolidated financial position or results of operations.

 

Item 1A. Risk Factors

 

There have been no material changes from those risk factors previously disclosed in the Corporation’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2012, as filed with the Securities and Exchange Commission. Additional risks not presently known to us, or that we currently deem immaterial, may also adversely affect our business, financial condition or results of operations.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

(a)Not applicable.

 

(b)Not applicable.

 

Item 6. Exhibits

 

Exhibit 31.1 Rule 13a-14(a) Certification of Principal Executive Officer
Exhibit 31.2 Rule 13a-14(a) Certification of Principal Financial Officer
Exhibit 32.1 CEO Certification Pursuant to 18 U.S.C. Section 1350
Exhibit 32.2 CFO Certification Pursuant to 18 U.S.C. Section 1350
101.INS XBRL Instance Document*
101.SCH XBRL Taxonomy Extension Schema Document*
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF XBRL Taxonomy Extension Definitions Linkbase Document*
101.LAB XBRL Taxonomy Extension Label Linkbase Document*
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document*

 

*These interactive data files shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections.
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Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  EMCLAIRE FINANCIAL CORP
     
Date:  August 12, 2013 By: /s/ William C. Marsh
  William C. Marsh
  Chairman of the Board,
  President and Chief Executive Officer
     
Date:  August 12, 2013 By: /s/ Matthew J. Lucco
  Matthew J. Lucco
  Chief Financial Officer
  Treasurer

 

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