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EMCLAIRE FINANCIAL CORP - Quarter Report: 2013 March (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 March 31, 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 1,762,158 at May 10, 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 March 31, 2013 and December 31, 2012 1
     
  Consolidated Statements of Net Income for the three months ended March 31, 2013 and 2012 2
     
  Consolidated Statements of Comprehensive Income for the three months ended March 31, 2013 and 2012 3
     
  Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012 4
     
  Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2013 and 2012 5
     
  Notes to Consolidated Financial Statements 6
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 29
     
Item 4. Controls and Procedures 30
     
PART II – OTHER INFORMATION  
     
Item 1. Legal Proceedings 30
     
Item 1A. Risk Factors 30
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 31
     
Item 3. Defaults Upon Senior Securities 31
     
Item 4. Mine Safety Disclosures 31
     
Item 5. Other Information 31
     
Item 6. Exhibits 31
     
Signatures   32

 

 
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Interim Financial Statements

 

Emclaire Financial Corp

Consolidated Balance Sheets

As of March 31, 2013 (Unaudited) and December 31, 2012

(Dollar amounts in thousands, except per share data)

 

   March 31,   December 31, 
   2013   2012 
         
Assets          
           
Cash and due from banks  $1,673   $2,468 
Interest earning deposits with banks   21,772    17,956 
Cash and cash equivalents   23,445    20,424 
Securities available for sale   116,435    120,206 
Loans receivable, net of allowance for loan losses of $5,488 and $5,350   339,192    333,801 
Federal bank stocks, at cost   2,817    2,885 
Bank-owned life insurance   10,154    10,072 
Accrued interest receivable   1,704    1,533 
Premises and equipment, net   9,305    9,180 
Goodwill   3,664    3,664 
Core deposit intangible, net   1,162    1,235 
Prepaid expenses and other assets   6,105    6,014 
Total Assets  $513,983   $509,014 
           
Liabilities and Stockholders' Equity          
           
Liabilities:          
Deposits:          
Non-interest bearing  $106,761   $98,559 
Interest bearing   330,477    333,900 
Total deposits   437,238    432,459 
Long-term borrowed funds   20,000    20,000 
Accrued interest payable   388    442 
Accrued expenses and other liabilities   4,491    4,388 
Total Liabilities   462,117    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   19,322    19,270 
Treasury stock, at cost; 102,017 shares   (2,114)   (2,114)
Retained earnings   22,052    21,672 
Accumulated other comprehensive income   276    570 
Total Stockholders' Equity   51,866    51,725 
Total Liabilities and Stockholders' Equity  $513,983   $509,014 

 

See accompanying notes to consolidated financial statements.

 

1
 

 

Emclaire Financial Corp

Consolidated Statements of Net Income (Unaudited)

For the three months ended March 31, 2013 and 2012

(Dollar amounts in thousands, except per share data)

 

   For the three months ended 
   March 31, 
   2013   2012 
Interest and dividend income:          
Loans receivable, including fees  $4,200   $4,312 
Securities:          
Taxable   417    568 
Exempt from federal income tax   266    298 
Federal bank stocks   17    15 
Interest earning deposits with banks   14    22 
Total interest and dividend income   4,914    5,215 
Interest expense:          
Deposits   838    1,069 
Borrowed funds   198    234 
Total interest expense   1,036    1,303 
Net interest income   3,878    3,912 
Provision for loan losses   143    113 
Net interest income after provision for loan losses   3,735    3,799 
Noninterest income:          
Fees and service charges   398    356 
Commissions on financial services   64    86 
Title premiums   22    17 
Net gain on sales of available for sale securities   85    424 
Earnings on bank-owned life insurance   96    61 
Other   266    275 
Total noninterest income   931    1,219 
Noninterest expense:          
Compensation and employee benefits   1,905    1,943 
Premises and equipment   542    518 
Intangible asset amortization   73    93 
Professional fees   177    200 
Federal deposit insurance   105    96 
Other   773    783 
Total noninterest expense   3,575    3,633 
Income before provision for income taxes   1,091    1,385 
Provision for income taxes   233    346 
Net income   858    1,039 
Preferred stock dividends and discount accretion   125    125 
Net income available to common stockholders  $733   $914 
Basic and diluted earnings per common share  $0.42   $0.52 
Average common shares outstanding   1,760,927    1,751,908 

 

See accompanying notes to consolidated financial statements.

 

2
 

 

Emclaire Financial Corp

Consolidated Statements of Comprehensive Income (Unaudited)

For the three months ended March 31, 2013 and 2012

(Dollar amounts in thousands)

 

   For the three months ended 
   March 31, 
   2013   2012 
Net income  $858   $1,039 
           
Other comprehensive loss          
Unrealized losses on securities:          
Unrealized holding loss arising during the period   (361)   (201)
Reclassification adjustment for gains included in net income   (85)   (424)
    (446)   (625)
Tax effect   152    212 
Net of tax   (294)   (413)
Comprehensive income  $564   $626 

 

See accompanying notes to consolidated financial statements.

 

3
 

 

Emclaire Financial Corp

Condensed Consolidated Statements of Cash Flows (Unaudited)

For the three months ended March 31, 2013 and 2012

(Dollar amounts in thousands)

 

   For the three months ended 
   March 31, 
   2013   2012 
         
Cash flows from operating activities          
Net income  $858   $1,039 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:          
Depreciation and amortization   171    180 
Provision for loan losses   143    113 
Amortization of premiums, net   36    42 
Amortization of intangible assets and mortgage servicing rights   73    95 
Realized gains on sales of available for sale securities, net   (85)   (424)
Net (gains)/losses on foreclosed real estate   (10)   6 
Restricted stock and stock option compensation   35    29 
Increase in bank-owned life insurance, net   (82)   (53)
Increase in accrued interest receivable   (171)   (50)
(Increase) decrease in prepaid expenses and other assets   84    (44)
Decrease in accrued interest payable   (54)   (4)
Increase (decrease) in accrued expenses and other liabilities   103    (111)
Net cash provided by operating activities   1,101    818 
           
Cash flows from investing activities          
Loan originations and principal collections, net   (5,697)   (7,769)
Available for sale securities:          
Sales   1,775    1,112 
Maturities, repayments and calls   14,615    25,460 
Purchases   (12,944)   (38,570)
Redemption of federal bank stocks   68    134 
Proceeds from the sale of foreclosed real estate   59    75 
Write-down of foreclosed real estate   19    - 
Purchases of premises and equipment   (296)   (44)
Net cash used in investing activities   (2,401)   (19,602)
           
Cash flows from financing activities          
Net increase in deposits   4,779    20,991 
Proceeds from exercise of stock options, inlcuding tax benefit   20    - 
Dividends paid   (478)   (440)
Net cash provided by financing activities   4,321    20,551 
           
Increase in cash and cash equivalents   3,021    1,767 
Cash and cash equivalents at beginning of period   20,424    28,193 
Cash and cash equivalents at end of period  $23,445   $29,960 
           
Supplemental information:          
Interest paid  $1,090   $1,307 
Income taxes paid   -    500 
           
Supplemental noncash disclosure:          
Transfers from loans to foreclosed real estate   92    30 

 

See accompanying notes to consolidated financial statements.

 

4
 

 

Emclaire Financial Corp

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

For the three months ended March 31, 2013 and 2012

(Dollar amounts in thousands, except per share data)

 

   For the three months ended 
   March 31, 
   2013   2012 
         
Balance at beginning of period  $51,725   $50,730 
           
Net income   858    1,039 
           
Other comprehensive loss   (294)   (413)
           
Stock compensation expense   35    29 
           
Dividends declared on preferred stock   (125)   (125)
           
Dividends declared on common stock   (353)   (315)
           
Exercise of stock options, including tax benefit   20    - 
           
Balance at end of period  $51,866   $50,945 
           
Common cash dividend per share  $0.20   $0.18 

 

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 company 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 March 31, 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 
   March 31, 
   2013   2012 
Earnings per common share - basic        
Net income  $858   $1,039 
Less: Preferred stock dividends and discount accretion   125    125 
Net income available to common stockholders  $733   $914 
Average common shares outstanding   1,760,927    1,751,908 
Basic earnings per common share  $0.42   $0.52 
           
Earnings per common share – diluted          
Net income available to common stockholders  $733   $914 
Average common shares outstanding   1,760,927    1,751,908 
Add: Dilutive effects of assumed exercises of restricted stock and stock options   3,679    - 
Average shares and dilutive potential common shares   1,764,606    1,751,908 
Diluted earnings per common share  $0.42   $0.52 
Stock options and restricted stock awards not considered in computing diluted earnings per share because they were antidilutive   68,061    92,500 

 

4.Securities

 

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

 

(Dollar amounts in thousands)      Gross   Gross     
   Amortized   Unrealized   Unrealized   Fair 
   Cost   Gains   Losses   Value 
                     
Available for sale:                    
March 31, 2013:                    
U.S. Treasury and federal agency  $4,953   $13   $(19)  $4,947 
U.S. government sponsored entities and agencies   26,539    71    (2)   26,608 
Mortgage-backed securities: residential   17,691    1,260    -    18,951 
Collateralized mortgage obligations: residential   23,715    31    (97)   23,649 
State and political subdivisions   34,567    1,774    -    36,341 
Corporate debt securities   3,475    41    -    3,516 
Equity securities   2,357    78    (12)   2,423 
   $113,297   $3,268   $(130)  $116,435 
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 March 31, 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  $1,493   $1,507 
Due after one year through five years   25,962    26,386 
Due after five through ten years   32,637    33,963 
Due after ten years   9,443    9,556 
Mortgage-backed securities: residential   17,691    18,951 
Collateralized mortgage obligations: residential   23,715    23,649 
   $110,941   $114,012 

 

Information pertaining to securities with gross unrealized losses at March 31, 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 
                         
March 31, 2013:                              
U.S. Treasury and federal agency  $483   $(19)  $-   $-   $483   $(19)
U.S. government sponsored entities and agencies   3,205    (2)   -    -    3,205   $(2)
Collateralized mortgage obligations: residential   17,383    (97)   -    -    17,383   $(97)
Equity securities   1,200    (12)   -    -    1,200    (12)
   $22,271   $(130)  $-   $-   $22,271   $(130)
                               
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 month period ended March 31 were as follows:

 

(Dollar amounts in thousands)  For the three months 
   ended March 31, 
   2013   2012 
         
Proceeds  $1,775   $1,112 
Gains   85    424 
Tax provision related to gains   29    144 

 

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 were two equity securities in an unrealized loss position as of March 31, 2013, both of which were in an unrealized loss position for less than 12 months. Equity securities owned by the Corporation consist of common stock of various financial service providers. These investment securities are in an unrealized loss position as a result of recent market volatility and depressed pricing of the financial services sector. 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 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 equity securities with unrealized losses as of March 31, 2013 to be other-than-temporarily impaired.

 

There were 16 debt securities in an unrealized loss position as of March 31, 2013, all of which were in an unrealized loss position for less than 12 months. Of these securities, 12 were collateralized mortgage obligations, three were U.S. agency securities and one was a U.S. Treasury security. The unrealized losses associated with these securities were not due to the deterioration in the credit quality of the issuer that is likely to 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 March 31, 2013 to be other-than-temporarily impaired.

 

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)  March 31,   December 31, 
   2013   2012 
Mortgage loans on real estate:          
Residential first mortgages  $95,182   $97,246 
Home equity loans and lines of credit   85,546    85,615 
Commercial real estate   102,386    98,823 
    283,114    281,684 
Other loans:          
Commercial business   50,519    45,581 
Consumer   11,047    11,886 
    61,566    57,467 
Total loans, gross   344,680    339,151 
Less allowance for loan losses   5,488    5,350 
Total loans, net  $339,192   $333,801 

 

10
 

 

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:

 

(Dollar amounts in thousands) 
   Impaired Loans with Specific Allowance 
               For the three months 
   As of March 31, 2013   ended March 31, 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  $-   $-   $-   $-   $-   $- 
Home equity and lines of credit   -    -    -    -    -    - 
Commercial real estate   4,178    4,004    1,370    4,036    4    4 
Commercial business   -    -    -    -    -    - 
Consumer   -    -    -    -    -    - 
Total  $4,178   $4,004   $1,370   $4,036   $4   $4 

 

   Impaired Loans with No Specific Allowance 
               For the three months 
   As of March 31, 2013   ended March 31, 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   689    464         485    1    1 
Commercial business   389    364         367    -    - 
Consumer   1,589    1,589         1,619    -    - 
Total  $2,667   $2,417        $2,471   $1   $1 

 

   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 

 

11
 

 

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

 

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 March 31, 2013 and December 31, 2012, the Corporation had $2.3 million of loans classified as TDRs, which are included in impaired loans above. At March 31, 2013 and December 31, 2012, the Corporation had $35,000 and $36,000, respectively, of the allowance for loan losses allocated to these specific loans. At March 31, 2012, the Corporation had $791,000 of loans classified as TDRs with $35,000 of the allowance for loan losses allocated to these specific loans.

 

During the three month period ended March 31, 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. During the three month period ended March 31, 2012, the Corporation did not modify any additional loans as TDRs.

 

During the three month periods ended March 31, 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.

 

12
 

 

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

 

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.

 

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 March 31, 2013 and December 31, 2012:

 

(Dollar amounts in thousands) 
           Special             
   Not Rated   Pass   Mention   Substandard   Doubtful   Total 
March 31, 2013:                              
Residential first mortgages  $94,717   $-   $-   $465   $-   $95,182 
Home equity and lines of credit   85,404    -    -    142    -    85,546 
Commercial real estate   -    92,971    1,164    6,980    1,271    102,386 
Commercial business   -    47,303    711    2,505    -    50,519 
Consumer   9,441    -    -    1,606    -    11,047 
Total  $189,562   $140,274   $1,875   $11,698   $1,271   $344,680 
                               
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 

 

13
 

 

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

 

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 March 31, 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 
March 31, 2013:                        
Residential first mortgages  $93,213   $1,403   $10   $65   $491   $95,182 
Home equity and lines of credit   84,747    540    117    -    142    85,546 
Commercial real estate   98,205    21    -    -    4,160    102,386 
Commercial business   50,121    34    -    -    364    50,519 
Consumer   9,423    15    3    -    1,606    11,047 
Total loans  $335,709   $2,013   $130   $65   $6,763   $344,680 
                               
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 

 

The following table presents the Corporation’s nonaccrual loans by aging category as of March 31, 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 
                     
March 31, 2013:                         
Residential first mortgages  $90   $-   $-   $401   $491 
Home equity and lines of credit   -    -    -    142    142 
Commercial real estate   455    3,305    -    400    4,160 
Commercial business   73    -    -    291    364 
Consumer   1,589    -    -    17    1,606 
Total loans  $2,207   $3,305   $-   $1,251   $6,763 
                          
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 

 

14
 

 

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

 

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.

 

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 March 31, 2013:                              
Allowance for loan losses:                              
Beginning Balance  $828   $730   $3,090   $636   $66   $5,350 
Charge-offs   (5)   -    -    -    (32)   (37)
Recoveries   1    -    2    -    29    32 
Provision   (17)   (3)   97    66    -    143 
Ending Balance  $807   $727   $3,189   $702   $63   $5,488 
                               
Ending ALL balance attributable to loans:                              
Individually evaluated for impairment   -    -    1,370    -    -    1,370 
Collectively evaluated for impairment   807    727    1,819    702    63    4,118 
                               
Total loans:                              
Individually evaluated for impairment   -    -    4,468    364    1,589    6,421 
Collectively evaluated for impairment   95,182    85,546    97,918    50,155    9,458    338,259 
                               
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 March 31, 2012:                              
Allowance for loan losses:                              
Beginning Balance  $832   $320   $1,737   $590   $57   $3,536 
Charge-offs   (50)   (26)   -    -    (36)   (112)
Recoveries   76    7    -    17    5    105 
Provision   (2)   112    (14)   (21)   38    113 
Ending Balance  $856   $413   $1,723   $586   $64   $3,642 

 

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.

 

15
 

 

6.Goodwill and Intangible Assets

 

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

 

(Dollar amounts in thousands)  March 31, 2013   December 31, 2012 
   Gross Carrying
Amount
   Accumulated
Amortization
   Gross Carrying
Amount
   Accumulated
Amortization
 
                 
Goodwill  $3,664   $-   $3,664   $- 
Core deposit intangibles   4,027    2,865    4,027    2,792 
                     
Total  $7,691   $2,865   $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 three 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 month periods ending March 31, 2013 and 2012, the Corporation recorded intangible amortization expense totaling $73,000 and $93,000, respectively.

 

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 March 31, 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   -    -    -    - 
Outstanding as of March 31, 2013   84,750   $24.99   $-    4.6 
Exercisable as of March 31, 2013   82,000   $25.27   $-    4.5 

 

16
 

 

7.Stock Compensation Plans (continued)

 

A summary of the status of the Corporation’s nonvested option shares as of March 31, 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 March 31, 2013   2,750   $2.43 

 

A summary of the status of the Corporation’s nonvested restricted stock awards as of March 31, 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 March 31, 2013   24,400   $17.49 

 

For the three month period ended March 31, 2013, the Corporation recognized $35,000 in stock compensation expense, compared to $29,000 for the same period in 2012. As of March 31, 2013, there was $263,000 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 2.7 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.

 

17
 

 

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 March 31, 2013 the fair value of impaired loans consists of loan balances of $4.0 million, net of a valuation allowance of $1.4 million, compared to loan balances of $4.1 million, net of a valuation allowance of $1.4 million at December 31, 2012. There was $5,000 of additional provision for loan losses recorded for impaired loans during the three month period ended March 31, 2013. There was $64,000 of additional provision recorded for impaired loans for the same period in 2012.

 

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 March 31, 2013, OREO measured at fair value less costs to sell had a net carrying amount of $44,000, which was made up of the outstanding balance of $68,000 and write-downs of $24,000, compared to a net carrying amount of $45,000, which was made up of the outstanding balance of $50,000 and a write-down of $5,000 at December 31, 2012 and March 31, 2012.

 

18
 

 

9.Fair Value (continued)

 

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.

 

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 
March 31, 2013:                    
U.S. Treasury and federal agency  $4,947   $4,947   $-   $- 
U.S. government sponsored entities and agencies   26,608    -    26,608    - 
Mortgage-backed securities: residential   18,951    -    18,951    - 
Collateralized mortgage obligations: residential   23,649    -    23,649    - 
State and political subdivision   36,341    -    36,341    - 
Corporate debt securities   3,516    -    3,516    - 
Equity securities   2,423    1,770    -    653 
   $116,435   $6,717   $109,064   $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 

 

19
 

 

9.Fair Value (continued)

 

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 month period ended March 31, 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 month periods ended March 31, 2013 and 2012:

 

(Dollar amounts in thousands)  Three Months Ended 
   March 31, 
   2013   2012 
Balance at the beginning of the period  $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   $- 

 

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 
March 31, 2013:                    
Impaired commercial real estate loans  $2,634   $-   $-   $2,634 
Other residential real estate owned   44    -    -    44 
   $2,678   $-   $-   $2,678 
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
March 31, 2013:              
Impaired commercial real estate loans  $2,634   Sales comparison approach/ Contractual provision of USDA loan  Adjustment for differences between comparable sales  10% - 25%
Other residential real estate owned   44   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%

 

Included in impaired commercial real estate loans is a loan guaranteed by the United States Department of Agriculture (USDA) with balances of $353,000 and $354,000,.respectively, as of March 31, 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 commercial real estate loans as of March 31, 2013 and December 31, 2012 was 11%.

 

20
 

 

9.Fair Value (continued)

 

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 March 31, 2013 and December 31, 2012:

 

(Dollar amounts in thousands)

 

   Carrying   Fair Value Measurements using: 
Description  Amount   Total   Level 1   Level 2   Level 3 
                     
Financial Assets:                         
Cash and cash equivalents  $23,445   $23,445   $23,445   $-   $- 
Securities available for sale   116,435    116,435    6,717    109,064    653 
Loans, net   339,192    347,138    -    -    347,138 
Federal bank stock   2,817    N/A    N/A    N/A    N/A 
Accrued interest receivable   1,704    1,704    38    459    1,207 
    483,593    488,722    30,201    109,523    348,998 
Financial Liabilities:                         
Deposits   437,238    440,669    315,435    125,234    - 
FHLB advances   20,000    22,169    -    22,169    - 
Accrued interest payable   388    388    5    383    - 
    457,626    463,226    315,440    147,786    - 

 

   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    - 

 

10.Accumulated Other Comprehensive Income

 

The following table summarizes the changes within each classification of accumulated other comprehensive income, net of tax, for the three months ended March 31, 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 January 1, 2013  $2,365   $(1,795)  $570 
                
Other comprehensive income before reclassification   (238)   -    (238)
Amounts reclassified from accumulated other comprehensive income   (56)   -    (56)
Net current period other comprehensive loss   (294)   -    (294)
                
Accumulated Other Comprehensive Income at March 31, 2013  $2,071   $(1,795)  $276 

 

21
 

 

10.Accumulated Other Comprehensive Income (continued)

 

(Dollar amounts in thousands)  Amount Reclassified    
   from Accumulated   Affected Line Item in the
Details about Accumulated Other  Other Comprehensive   Statement Where Net
Comprehensive Income Components  Income   Income is Presented
         
Unrealized gains and losses on available-for-sale securities  $85   Gain on sale of securities
    (29)  Tax expense
Total reclassifications for the period  $56   Net of tax

 

11.New Accounting Standards

 

In February 2013, the Financial Accounting Standards Board (FASB) issued guidance on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments of this guidance do not change the current requirements for reporting new income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the financial statements or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced with other disclosures that provide additional detail. This standard is effective prospectively for annual and interim periods beginning after December 15, 2012. The adoption of this amendment resulted in additional footnote disclosure within the Corporation’s consolidated financial statements.

 

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 months ended March 31, 2013, compared to the same period 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 22 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 $5.0 million, or 1.0%, to $514.0 million at March 31, 2013 from $509.0 million at December 31, 2012. This increase resulted primarily from an increases in loans receivable of $5.4 million, which was funded by an increase in customer deposits of $4.8 million.

 

Total liabilities increased $4.8 million, or 1.1%, to $462.1 million at March 31, 2013 from $457.3 million at December 31, 2012, resulting primarily from the aforementioned $4.8 million increase in customer deposits which resulted from an $8.2 million, or 8.3%, increase in noninterest bearing deposits, partially offset by a $3.4 million, or 1.0%, decrease in interest bearing deposits.

 

22
 

 

Stockholders’ equity increased $141,000 to $51.9 million at March 31, 2013 from $51.7 million at December 31, 2012. Book value and tangible book value per common share was $23.76 and $21.02, respectively, at March 31, 2013, compared to $23.72 and $20.93, respectively, at December 31, 2012.

 

At March 31, 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 9.21%, 14.85% and 16.11%, respectively, compared to 8.92%, 14.96% and 16.21%, respectively, at December 31, 2012.

 

RESULTS OF OPERATIONS

 

Comparison of Results for the Three Month Period Ended March 31, 2013 and 2012

 

General. Net income before preferred stock dividends and discount accretion decreased $181,000, or 17.4%, to $858,000 for the three months ended March 31, 2013 from $1.0 million for the same period in 2012. This decrease was the result of decreases in net interest income and noninterest income of $34,000 and $288,000, respectively, and an increase in the provision for loan losses of $30,000, partially offset by decreases in noninterest expense and the provision for income taxes of $58,000 and $113,000, respectively.

 

Net interest income. Net interest income on a tax equivalent basis decreased $50,000, or 1.2%, to $4.1 million for the three months ended March 31, 2013. This decrease can be attributed to a decrease in tax equivalent interest income of $317,000, partially offset by a decrease in interest expense of $267,000.

 

Interest income. Interest income on a tax equivalent basis decreased $317,000, or 5.9%, to $5.1 million for the three months ended March 31, 2013 as compared to $5.4 million for the three months ended March 31, 2012. This decrease can be attributed to decreases in interest on securities, loans and interest-earning deposits with banks of $199,000, $112,000 and $8,000, respectively, partially offset by an increase in interest earned on federal bank stocks of $2,000.

 

Tax equivalent interest earned on securities decreased $199,000, or 20.1%, to $793,000 for the three months ended March 31, 2013 as compared to $992,000 for the three months ended March 31, 2012. This decrease resulted from a $14.9 million, or 11.5%, decrease in the average balance of securities, accounting for $109,000 of the decrease in interest income. Additionally, the yield on securities decreased 28 basis points to 2.82% for the three months ended March 31, 2013, versus 3.10% for the same period in 2012, due primarily to calls of higher-yielding securities. This unfavorable yield variance accounted for $90,000 of the decrease in interest income.

 

Tax equivalent interest earned on loans receivable decreased $112,000, or 2.6%, to $4.3 million for the three months ended March 31, 2013 as compared to $4.4 million for the three months ended March 31, 2012. This decrease resulted from a 43 basis points decline in the average yield on loans to 5.05% for the three months ended March 31, 2013, versus 5.48% for the same period in 2012. This unfavorable yield variance accounted for a $397,000 decrease in interest income. Partially offsetting this unfavorable yield variance, average loans increased $21.8 million, or 6.8%, accounting for an increase of $285,000 in loan interest income. Management’s strategy to increase loan production capacity, which includes the recent 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.

 

Interest expense. Interest expense decreased $267,000, or 20.5%, to $1.0 million for the three months ended March 31, 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 $231,000 and $36,000, respectively.

 

Interest expense incurred on deposits decreased $231,000, or 21.6%, to $838,000 for the three months ended March 31, 2013 compared to $1.1 million for the same period in 2012. The average cost of interest-bearing deposits decreased 23 basis points to 1.05% for the three months ended March 31, 2013, compared to 1.28% for the same period in 2012 resulting in a $199,000 decrease in interest expense. This decrease in the cost of deposits was primarily due to deposits repricing during 2012 and the first three months of 2013 in the overall low interest-rate environment. Additionally, the average balance of interest-bearing deposits decreased $10.3 million, or 3.1%, to $325.2 million for the three months ended March 31, 2013, compared to $335.5 million for the same period in 2012 causing a $32,000 decrease in interest expense. Noninterest bearing deposits increased $11.9 million, or 13.6%, to $99.2 million from $87.3 million, facilitating the overall decline in the Corporation’s cost of funds.

 

23
 

 

Interest expense incurred on borrowed funds decreased $36,000 or 15.4% to $198,000 for the three months ended March 31, 2013, compared to $234,000 for the same period in the prior year. The average cost of borrowed funds decreased 74 basis points to 3.97% for the three months ended March 31, 2013, compared to 4.71% for the same period in 2012, causing a $38,000 decrease in interest expense. This was 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.

 

24
 

 

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 March 31, 
                         
   2013   2012 
   Average       Yield /   Average       Yield / 
   Balance   Interest   Rate   Balance   Interest   Rate 
                               
Interest-earning assets:                              
Loans, taxable  $326,023   $4,050    5.04%  $301,191   $4,157    5.55%
Loans, tax exempt   16,788    215    5.19%   19,870    220    4.45%
Total loans receivable   342,811    4,265    5.05%   321,061    4,377    5.48%
                               
Securities, taxable   77,471    417    2.18%   91,838    568    2.49%
Securities, tax exempt   36,519    376    4.18%   37,019    424    4.60%
Total securities   113,990    793    2.82%   128,857    992    3.10%
                               
Interest-earning deposits with banks   13,592    14    0.42%   22,276    22    0.40%
Federal bank stocks   2,859    17    2.41%   3,610    15    1.67%
Total interest-earning other assets   16,451    31    0.76%   25,886    37    0.57%
                               
Total interest-earning assets   473,252    5,089    4.36%   475,804    5,406    4.57%
Cash and due from banks   1,927              2,617           
Other noninterest-earning assets   26,251              20,728           
Total Assets  $501,430             $499,149           
                               
Interest-bearing liabilities:                              
Interest-bearing demand deposits  $198,227   $70    0.14%  $190,805   $103    0.22%
Time deposits   126,975    768    2.45%   144,667    966    2.69%
Total interest-bearing deposits   325,202    838    1.05%   335,472    1,069    1.28%
                               
Borrowed funds, short-term   205    -    0.00%   -    -    0.00%
Borrowed funds, long-term   20,000    198    4.02%   20,000    234    4.71%
Total borrowed funds   20,205    198    3.97%   20,000    234    4.71%
                               
Total interest-bearing liabilities   345,407    1,036    1.22%   355,472    1,303    1.47%
                               
Noninterest-bearing demand deposits   99,165    -    -    87,259    -    - 
                               
Funding and cost of funds   444,572    1,036    0.95%   442,731    1,303    1.18%
                               
Other noninterest-bearing liabilities   5,073              5,251           
Total Liabilities   449,645              447,982           
Stockholders' Equity   51,785              51,167           
Total Liabilities and Stockholders' Equity  $501,430             $499,149           
                               
Net interest income       $4,053             $4,103      
                               
Interest rate spread (difference between weighted average rate on interest-earning assets and interest-bearing liabilities)             3.14%             3.10%
                               
Net interest margin (net interest income as a percentage of average interest-earning assets)             3.47%             3.47%

 

25
 

 

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 March 31, 
   2013 versus 2012 
   Increase (Decrease) due to 
   Volume   Rate   Total 
Interest income:               
Loans  $285   $(397)  $(112)
Securities   (109)   (90)   (199)
Interest-earning deposits with banks   (9)   1    (8)
Federal bank stocks   (4)   6    2 
                
Total interest-earning assets   163    (480)   (317)
                
Interest expense:               
Interest-bearing deposits   (32)   (199)   (231)
Borrowed funds   2    (38)   (36)
                
Total interest-bearing liabilities   (30)   (237)   (267)
                
Net interest income  $193   $(243)  $(50)

 

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 March 31, 2013 and 2012 is as follows:

 

(Dollar amounts in thousands)  At or for the three months ended 
   March 31, 
   2013   2012 
Balance at the beginning of the period  $5,350   $3,536 
Provision for loan losses   143    113 
Charge-offs   (37)   (112)
Recoveries   32    105 
Balance at the end of the period  $5,488   $3,642 
           
Nonperforming loans  $6,828   $4,594 
Nonperforming assets   7,031    4,850 
Nonperforming loans to total loans   1.98%   1.42%
Nonperforming assets to total assets   1.37%   0.95%
Allowance for loan losses to total loans   1.59%   1.12%
Allowance for loan losses to non-performing loans   80.37%   79.27%

 

26
 

 

Nonperforming loans decreased $160,000 to $6.8 million at March 31, 2013 from $7.0 million at December 31, 2012. The decrease in nonperforming loans was primarily due to principal reductions resulting from credit workouts and repayments. Of the $6.8 million in nonperforming loans, the Corporation continues to receive payments on $6.0 million.

 

As of March 31, 2013, the Corporation’s classified and criticized assets amounted to $14.8 million, or 2.9%, of total assets, with $11.7 million classified as substandard, $1.9 million identified as special mention and $1.3 million classified as doubtful. 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. During the quarter ended March 31, 2013, a $2.1 million commercial credit relationship was downgraded from special mention to substandard following the Corporation’s review of updated financial information received from the borrower. The overall decrease in criticized and classified assets was primarily the result of principal reductions resulting from credit workouts and repayments.

 

The provision for loan losses increased $30,000 to $143,000 for the three months ended March 31, 2013 from $113,000 for the same period in the prior year as average loans receivable increased $21.8 million, or 6.8%, to $342.8 million for the three months ended March 31, 2013 compared to $321.1 for the same period in 2012.

 

Noninterest income. Noninterest income decreased $288,000, or 23.6%, to $931,000 during the three months ended March 31, 2013, compared to $1.2 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 $339,000 and $22,000, respectively. During the first quarter of 2012, the Corporation recognized $424,000 in gains related to the sale of common stock held in a local community bank following its merger with a regional competitor, compared to $85,000 of securities gains realized in the first quarter of 2013 from the sale of fixed income securities. Partially offsetting these decreases, fees and service charges and earnings on bank-owned life insurance increased by $42,000 and $35,000, 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.

 

Noninterest expense. Noninterest expense decreased $58,000, or 1.6%, to $3.6 million for the three months ended March 31, 2013. This decrease in noninterest expense can be attributed to decreases in compensation and employee benefits expense, professional fees, intangible amortization, and other noninterest expense of $38,000, $23,000, $20,000 and $10,000, respectively, partially offset by increases in premise and equipment expense and FDIC expense of $24,000 and $9,000, respectively.

 

Compensation and employee benefits expense decreased $38,000, or 2.0%, to $1.9 million for the three months ended March 31, 2013. This decrease can be primarily attributed to a $40,000 reduction in employee retirement expense related to the pension plan freeze and a $48,000 decrease in recruitment and hiring expenses, partially offset by normal salary and wage increases and increased employee insurance benefits costs.

 

Professional fees decreased $23,000, or 11.5%, to $177,000 for the three months ended March 31, 2013 from $200,000 for the same period in the prior year. This decrease can be primarily attributed to a $41,000 decrease in legal fees mainly related to declines in foreclosure and loan workout activity, partially offset by an increase in other professional fees of $14,000 related to information technology consulting.

 

The Corporation recognized $73,000 of core deposit intangible amortization expense during the first 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.

 

Premise and equipment expense increased $24,000, or 4.6%, to $542,000 for the three months ended March 31, 2013 from $518,000 for the same period in the prior year. This increase can be primarily attributed to a $15,000 increase in service contract expense and a $6,000 increase in equipment repairs.

 

FDIC insurance increased $9,000, or 9.4%, to $105,000 for the three months ended March 31, 2013, compared to $96,000 for the same period in the prior year. This was the result of prior period increases in nonperforming assets, which negatively impacted the FDIC insurance assessment rate.

 

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Provision for income taxes. The provision for income taxes decreased $113,000, or 32.7%, to $233,000 for the three months ended March 31, 2013 compared to $346,000 for the same period in the prior year. The Corporation’s effective tax rate decreased to 21.4% for the first quarter of 2013 from 25.0% 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 21.4% for the quarter ended March 31, 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 three months ended March 31, 2013, the Corporation used its sources of funds primarily to fund loan originations and security purchases. As of March 31, 2013, the Corporation had outstanding loan commitments, including undisbursed loans and amounts available under credit lines, totaling $65.1 million, and standby letters of credit totaling $188,000.

 

At March 31, 2013, time deposits amounted to $122.4 million or 28.0% of the Corporation’s total consolidated deposits, including approximately $47.9 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 March 31, 2013, the Corporation’s borrowing capacity with the FHLB, net of funds borrowed, was $154.7 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.

 

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.

 

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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.

 

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.

 

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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 March 31, 2013, the Corporation’s interest-earning assets maturing or repricing within one year totaled $185.8 million while the Corporation’s interest-bearing liabilities maturing or repricing within one-year totaled $144.3 million, providing an excess of interest-earning assets over interest-bearing liabilities of $41.5 million. At March 31, 2013, the percentage of the Corporation’s assets to liabilities maturing or repricing within one year was 128.8%.

 

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 March 31, 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.

 

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.

 

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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 31.1Rule 13a-14(a) Certification of Principal Executive Officer
Exhibit 31.2Rule 13a-14(a) Certification of Principal Financial Officer
Exhibit 32.1CEO Certification Pursuant to 18 U.S.C. Section 1350
Exhibit 32.2CFO Certification Pursuant to 18 U.S.C. Section 1350
101.INSXBRL Instance Document*
101.SCHXBRL Taxonomy Extension Schema Document*
101.CALXBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFXBRL Taxonomy Extension Definitions Linkbase Document*
101.LABXBRL Taxonomy Extension Label Linkbase Document*
101.PREXBRL 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 AND SUBSIDIARIES

 

Date:  May 10, 2013 By: /s/ William C. Marsh
  William C. Marsh
  Chairman of the Board,
  President and Chief Executive Officer
     
Date:  May 10, 2013 By: /s/ Matthew J. Lucco
  Matthew J. Lucco
  Chief Financial Officer
  Treasurer

 

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