JUNIATA VALLEY FINANCIAL CORP - Quarter Report: 2011 March (Form 10-Q)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 |
For the quarterly period ended March 31, 2011
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 000-13232
Juniata Valley Financial Corp.
(Exact name of registrant as specified in its charter)
Pennsylvania | 23-2235254 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
Bridge and Main Streets, Mifflintown, Pennsylvania | 17059 | |
(Address of principal executive offices) | (Zip Code) |
(717) 436-8211
(Registrants telephone number, including area code)
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 þ No o
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 o No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date.
Class | Outstanding as of May 9, 2011 | |
Common Stock ($1.00 par value) | 4,238,265 shares |
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION |
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7 | ||||||||
24 | ||||||||
29 | ||||||||
31 | ||||||||
PART II OTHER INFORMATION |
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31 | ||||||||
31 | ||||||||
32 | ||||||||
32 | ||||||||
32 | ||||||||
32 | ||||||||
32 | ||||||||
33 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
2
Table of Contents
PART I FINANCIAL INFORMATION
Item 1. | Financial Statements |
Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Financial Condition
(Unaudited, in thousands, except share data)
March 31, | December 31, | ||||||||
2011 | 2010 | ||||||||
ASSETS |
|||||||||
Cash and due from banks |
$ | 8,481 | $ | 12,758 | |||||
Interest bearing deposits with banks |
147 | 218 | |||||||
Federal funds sold |
4,900 | 12,300 | |||||||
Cash and cash equivalents |
13,528 | 25,276 | |||||||
Interest bearing time deposits with banks |
1,096 | 1,345 | |||||||
Securities available for sale |
100,982 | 79,923 | |||||||
Restricted investment in Federal Home Loan Bank (FHLB)
stock |
1,983 | 2,088 | |||||||
Investment in unconsolidated subsidiary |
3,607 | 3,550 | |||||||
Total loans, net of unearned interest |
297,450 | 298,102 | |||||||
Less: Allowance for loan losses |
(2,901 | ) | (2,824 | ) | |||||
Total loans, net of allowance for loan losses |
294,549 | 295,278 | |||||||
Premises and equipment, net |
6,943 | 7,067 | |||||||
Other real estate owned |
340 | 412 | |||||||
Bank owned life insurance and annuities |
13,693 | 13,568 | |||||||
Core deposit intangible |
243 | 254 | |||||||
Goodwill |
2,046 | 2,046 | |||||||
Accrued interest receivable and other assets |
5,730 | 4,946 | |||||||
Total assets |
$ | 444,740 | $ | 435,753 | |||||
LIABILITIES AND STOCKHOLDERS EQUITY |
|||||||||
Liabilities: |
|||||||||
Deposits: |
|||||||||
Non-interest bearing |
$ | 62,219 | $ | 60,696 | |||||
Interest bearing |
324,198 | 316,094 | |||||||
Total deposits |
386,417 | 376,790 | |||||||
Securities sold under agreements to repurchase |
2,631 | 3,314 | |||||||
Other interest bearing liabilities |
1,201 | 1,200 | |||||||
Accrued interest payable and other liabilities |
4,588 | 4,473 | |||||||
Total liabilities |
394,837 | 385,777 | |||||||
Stockholders Equity: |
|||||||||
Preferred stock, no par value:
|
|||||||||
Authorized 500,000 shares, none issued |
| | |||||||
Common stock, par value $1.00 per share:
|
|||||||||
Authorized 20,000,000 shares
|
|||||||||
Issued 4,745,826 shares |
|||||||||
Outstanding |
|||||||||
4,238,265 shares at March 31, 2011; |
|||||||||
4,257,765 shares at December 31, 2010 |
4,746 | 4,746 | |||||||
Surplus |
18,360 | 18,354 | |||||||
Retained earnings |
38,213 | 37,868 | |||||||
Accumulated other comprehensive loss |
(1,558 | ) | (1,465 | ) | |||||
Cost of common stock in Treasury: |
|||||||||
507,561 shares at March 31, 2011; |
|||||||||
488,061 shares at December 31, 2010 |
(9,858 | ) | (9,527 | ) | |||||
Total stockholders equity |
49,903 | 49,976 | |||||||
Total liabilities and stockholders equity |
$ | 444,740 | $ | 435,753 | |||||
See accompanying notes to consolidated financial statements.
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Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Income
(Unaudited)
(in thousands, except share data)
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Interest income: |
||||||||
Loans, including fees |
$ | 4,592 | $ | 5,036 | ||||
Taxable securities |
253 | 233 | ||||||
Tax-exempt securities |
233 | 275 | ||||||
Federal funds sold |
2 | 1 | ||||||
Other interest income |
8 | 9 | ||||||
Total interest income |
5,088 | 5,554 | ||||||
Interest expense: |
||||||||
Deposits |
1,175 | 1,519 | ||||||
Securities sold under agreements to repurchase |
1 | 1 | ||||||
Short-term borrowings |
| 1 | ||||||
Long-term debt |
| 34 | ||||||
Other interest bearing liabilities |
7 | 3 | ||||||
Total interest expense |
1,183 | 1,558 | ||||||
Net interest income |
3,905 | 3,996 | ||||||
Provision for loan losses |
88 | 285 | ||||||
Net interest income after provision for loan losses |
3,817 | 3,711 | ||||||
Noninterest income: |
||||||||
Trust fees |
113 | 120 | ||||||
Customer service fees |
312 | 382 | ||||||
Earnings on bank-owned life insurance and
annuities |
119 | 122 | ||||||
Commissions from sales of non-deposit products |
103 | 96 | ||||||
Income from unconsolidated subsidiary |
65 | 56 | ||||||
Gain on sales or calls of securities |
5 | 12 | ||||||
Gain (Loss) on sales of other assets |
15 | (1 | ) | |||||
Other noninterest income |
292 | 236 | ||||||
Total noninterest income |
1,024 | 1,023 | ||||||
Noninterest expense: |
||||||||
Employee compensation expense |
1,255 | 1,286 | ||||||
Employee benefits |
401 | 416 | ||||||
Occupancy |
243 | 233 | ||||||
Equipment |
155 | 119 | ||||||
Data processing expense |
322 | 365 | ||||||
Director compensation |
77 | 87 | ||||||
Professional fees |
139 | 93 | ||||||
Taxes, other than income |
127 | 130 | ||||||
FDIC Insurance premiums |
133 | 147 | ||||||
Amortization of intangibles |
11 | 11 | ||||||
Other noninterest expense |
315 | 258 | ||||||
Total noninterest expense |
3,178 | 3,145 | ||||||
Income before income taxes |
1,663 | 1,589 | ||||||
Provision for income taxes |
424 | 401 | ||||||
Net income |
$ | 1,239 | $ | 1,188 | ||||
Earnings per share |
||||||||
Basic |
$ | 0.29 | $ | 0.27 | ||||
Diluted |
$ | 0.29 | $ | 0.27 | ||||
Cash dividends declared per share |
$ | 0.21 | $ | 0.20 | ||||
Weighted average basic shares outstanding |
4,255,982 | 4,330,136 | ||||||
Weighted average diluted shares outstanding |
4,259,061 | 4,334,000 |
See accompanying notes to consolidated financial statements.
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Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Changes in Stockholders Equity
(Unaudited)
(in thousands, except share data)
Three Months Ended March 31, 2011
Number | Accumulated | |||||||||||||||||||||||||||
of | Other | Total | ||||||||||||||||||||||||||
Shares | Common | Retained | Comprehensive | Treasury | Stockholders | |||||||||||||||||||||||
Outstanding | Stock | Surplus | Earnings | Loss | Stock | Equity | ||||||||||||||||||||||
Balance at December 31, 2010 |
4,257,765 | $ | 4,746 | $ | 18,354 | $ | 37,868 | $ | (1,465 | ) | $ | (9,527 | ) | $ | 49,976 | |||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Net income |
1,239 | 1,239 | ||||||||||||||||||||||||||
Change in unrealized gains on securities
available for sale, net of reclassification adjustment and tax effects |
(119 | ) | (119 | ) | ||||||||||||||||||||||||
Defined benefit retirement plan
adjustments, net of tax effects |
26 | 26 | ||||||||||||||||||||||||||
Total comprehensive income |
1,146 | |||||||||||||||||||||||||||
Cash dividends at $0.21 per share |
(894 | ) | (894 | ) | ||||||||||||||||||||||||
Stock-based compensation activity |
6 | 6 | ||||||||||||||||||||||||||
Purchase of treasury stock |
(19,500 | ) | (331 | ) | (331 | ) | ||||||||||||||||||||||
Balance at March 31, 2011 |
4,238,265 | $ | 4,746 | $ | 18,360 | $ | 38,213 | $ | (1,558 | ) | $ | (9,858 | ) | $ | 49,903 | |||||||||||||
Three Months Ended March 31, 2010
Number | Accumulated | |||||||||||||||||||||||||||
of | Other | Total | ||||||||||||||||||||||||||
Shares | Common | Retained | Comprehensive | Treasury | Stockholders | |||||||||||||||||||||||
Outstanding | Stock | Surplus | Earnings | Income (Loss) | Stock | Equity | ||||||||||||||||||||||
Balance at December 31, 2009 |
4,337,587 | $ | 4,746 | $ | 18,315 | $ | 36,478 | $ | (805 | ) | $ | (8,131 | ) | $ | 50,603 | |||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Net income |
1,188 | 1,188 | ||||||||||||||||||||||||||
Change in unrealized gains on securities
available for sale, net of reclassification adjustment and tax effects |
140 | 140 | ||||||||||||||||||||||||||
Defined benefit retirement plan
adjustments, net of tax effects |
21 | 21 | ||||||||||||||||||||||||||
Total comprehensive income |
1,349 | |||||||||||||||||||||||||||
Cash dividends at $0.21 per share |
(867 | ) | (867 | ) | ||||||||||||||||||||||||
Stock-based compensation activity |
12 | 12 | ||||||||||||||||||||||||||
Purchase of treasury stock |
(16,100 | ) | (284 | ) | (284 | ) | ||||||||||||||||||||||
Balance at March 31, 2010 |
4,321,487 | $ | 4,746 | $ | 18,327 | $ | 36,799 | $ | (644 | ) | $ | (8,415 | ) | $ | 50,813 | |||||||||||||
See accompanying notes to consolidated financial statements.
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Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
Three Months Ended March 31 | ||||||||
2011 | 2010 | |||||||
Operating activities: |
||||||||
Net income |
$ | 1,239 | $ | 1,188 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Provision for loan losses |
88 | 285 | ||||||
Depreciation |
152 | 127 | ||||||
Net amortization of securities premiums |
77 | 70 | ||||||
Amortization of core deposit intangible |
11 | 11 | ||||||
Net amortization of loan origination costs |
14 | 5 | ||||||
Deferral of net loan costs |
15 | 39 | ||||||
Net realized gains on sales or calls of securities |
(5 | ) | (12 | ) | ||||
(Gains) losses on sales of other real estate owned |
(15 | ) | 1 | |||||
Earnings on bank owned life insurance and annuities |
(119 | ) | (122 | ) | ||||
Deferred income tax expense |
30 | 19 | ||||||
Equity in earnings of unconsolidated subsidiary, net of dividends of $10
and $9 |
(55 | ) | (47 | ) | ||||
Stock-based compensation expense |
6 | 12 | ||||||
Increase in accrued interest receivable and other assets |
(726 | ) | (432 | ) | ||||
Increase (decrease) in accrued interest payable and other liabilities |
122 | (114 | ) | |||||
Net cash provided by operating activities |
834 | 1,030 | ||||||
Investing activities: |
||||||||
Purchases of: |
||||||||
Securities available for sale |
(25,708 | ) | (10,226 | ) | ||||
Premises and equipment |
(28 | ) | (98 | ) | ||||
Bank owned life insurance and annuities |
(18 | ) | (30 | ) | ||||
Proceeds from: |
||||||||
Maturities and calls of and principal repayments on
securities available for sale |
4,394 | 12,754 | ||||||
Redemption of FHLB stock |
105 | | ||||||
Bank owned life insurance and annuities |
6 | 17 | ||||||
Sale of other real estate owned |
166 | 296 | ||||||
Sale of other assets |
| 11 | ||||||
Net decrease in interest-bearing time deposits |
249 | 75 | ||||||
Net decrease (increase) in loans receivable |
533 | (330 | ) | |||||
Net cash (used in) provided by investing activities |
(20,301 | ) | 2,469 | |||||
Financing activities: |
||||||||
Net increase (decrease) in deposits |
9,627 | (2,766 | ) | |||||
Net decrease in securities sold under agreements to repurchase |
(683 | ) | (655 | ) | ||||
Cash dividends |
(894 | ) | (867 | ) | ||||
Purchase of treasury stock |
(331 | ) | (284 | ) | ||||
Net cash provided by (used in) financing activities |
7,719 | (4,572 | ) | |||||
Net decrease in cash and cash equivalents |
(11,748 | ) | (1,073 | ) | ||||
Cash and cash equivalents at beginning of period |
25,276 | 19,895 | ||||||
Cash and cash equivalents at end of period |
$ | 13,528 | $ | 18,822 | ||||
Supplemental information: |
||||||||
Interest paid |
$ | 1,187 | $ | 1,595 | ||||
Income taxes paid |
$ | 75 | $ | 200 | ||||
Supplemental schedule of noncash investing and financing activities: |
||||||||
Transfer of loans to other real estate owned and repossessed assets |
$ | 79 | $ | 112 |
See accompanying notes to consolidated financial statements.
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Juniata Valley Financial Corp. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 Basis of Presentation and Accounting Policies
The financial information includes the accounts of Juniata Valley Financial Corp. (the
Corporation) and its wholly owned subsidiary, The Juniata Valley Bank (the Bank). All
significant intercompany accounts and transactions have been eliminated.
The accompanying unaudited consolidated financial statements have been prepared in accordance with
U.S. generally accepted accounting principles for interim financial information. Accordingly, they
do not include all of the information and footnotes required by U.S. generally accepted accounting
principles (U.S. GAAP) for complete financial statements. In the opinion of management, all
adjustments considered necessary for fair presentation have been included. Operating results for
the three-month period ended March 31, 2011, are not necessarily indicative of the results for the
year ended December 31, 2011. For further information, refer to the consolidated financial
statements and footnotes thereto included in Juniata Valley Financial Corp.s Annual Report on Form
10-K for the year ended December 31, 2010.
The Corporation has evaluated events and transactions occurring subsequent to the balance sheet
date of March 31, 2011 for items that should potentially be recognized or disclosed in these
consolidated financial statements. The evaluation was conducted through the date these consolidated
financial statements were issued.
NOTE 2 Recent Accounting Pronouncements
ASU 2011-02
The Financial Accounting Standards Board (FASB) has issued this Accounting Standards Update (ASU)
to clarify the accounting principles applied to loan modifications, as defined by FASB Accounting
Standards Codification (ASC) Subtopic 310-40, Receivables Troubled Debt Restructurings by
Creditors. This guidance was prompted by the increased volume in loan modifications prompted by the
recent economic downturn. The ASU clarifies guidance on a creditors evaluation of whether or not a
concession has been granted, with an emphasis on evaluating all aspects of the modification rather
than a focus on specific criteria, such as the effective interest rate test, to determine a
concession. The ASU goes on to provide guidance on specific types of modifications such as changes
in the interest rate of the borrowing, and insignificant delays in payments, as well as guidance on
the creditors evaluation of whether or not a debtor is experiencing financial difficulties.
For public entities, the amendments in the ASU are effective for the first interim or annual
periods beginning on or after June 15, 2011, and should be applied retrospectively to the beginning
of the annual period of adoption. The entity should also disclose information required by ASU
2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit
Losses, which had previously been deferred by ASU 2011-01, Deferral of the Effective Date of
Disclosures about Troubled Debt Restructurings in ASU No. 2010-20, for interim and annual periods
beginning on or after June 15, 2011. Nonpublic entities are required to adopt the amendments in
this Update for annual periods ending on or after December 15, 2012. Early adoption is permitted.
This guidance will not have a significant impact on the Corporations financial position or results
of operations.
ASU 2010-29
The objective of this ASU is to address diversity in practice about the interpretation of the pro
forma revenue and earnings disclosure requirements for business combinations.
Subsection 805-10-50-2(h) requires a public entity to disclose pro forma information for business
combinations that occurred in the current reporting period. The disclosures include pro forma
revenue and earnings of the combined entity for the current reporting period as though the
acquisition date for all business combinations that occurred during the year had been as of the
beginning of the annual reporting period. If comparative financial statements are presented, the
pro forma revenue and earnings of the combined entity for the comparable prior reporting period
should be reported as though the acquisition date for all business combinations that occurred
during the current year had been as of the beginning of the comparable prior annual reporting
period.
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Table of Contents
In practice, some preparers have presented the pro forma information in their comparative financial
statements as if the business combination that occurred in the current reporting period had
occurred as of the beginning of each of the current and prior annual reporting periods. Other
preparers have disclosed the pro forma information as if the business combination occurred at the
beginning of the prior annual reporting period only, and carried forward the related adjustments,
if applicable, through the current reporting period.
The amendments in this ASU specify that if a public entity presents comparative financial
statements, the entity should disclose revenue and earnings of the combined entity as though the
business combination(s) that occurred during the current year had occurred as of the beginning of
the comparable prior annual reporting period only.
The amendments in this ASU also expand the supplemental pro forma disclosures under ASC Topic 805
to include a description of the nature and amount of material, nonrecurring pro forma adjustments
directly attributable to the business combination included in the reported pro forma revenue and
earnings.
The amendments in this ASU are effective prospectively for business combinations for which the
acquisition date is on or after the beginning of the first annual reporting period beginning on or
after December 15, 2010. Early adoption is permitted. This guidance will not have an impact on the
Corporations financial position or results of operations.
ASU 2010-28
The amendments in this ASU modify Step 1 of the goodwill impairment test for reporting units with
zero or negative carrying amounts. For those reporting units, an entity is required to perform Step
2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists.
In determining whether it is more likely than not that a goodwill impairment exists, an entity
should consider whether there are any adverse qualitative factors indicating that an impairment may
exist. The qualitative factors are consistent with the existing guidance and examples in subsection
350-20-35-30, which requires that goodwill of a reporting unit be tested for impairment between
annual tests if an event occurs or circumstances change that would more likely than not reduce the
fair value of a reporting unit below its carrying amount.
These amendments eliminate an entitys ability to assert that a reporting unit is not required to
perform Step 2 because the carrying amount of the reporting unit is zero or negative despite the
existence of qualitative factors that indicate the goodwill is more likely than not impaired. As a
result, goodwill impairments may be reported sooner than under current practice.
For public entities, the amendments in this ASU are effective for fiscal years, and interim periods
within those years, beginning after December 15, 2010. Early adoption is not permitted. For
nonpublic entities, the amendments are effective for fiscal years, and interim periods within those
years, beginning after December 15, 2011. Nonpublic entities may early adopt the amendments using
the effective date for public entities.
Upon adoption of the amendments, an entity with reporting units that have carrying amounts that are
zero or negative is required to assess whether it is more likely than not that the reporting units
goodwill is impaired. If the entity determines that it is more likely than not that the goodwill of
one or more of its reporting units is impaired, the entity should perform Step 2 of the goodwill
impairment test for those reporting unit(s). Any resulting goodwill impairment should be recorded
as a cumulative-effect adjustment to beginning retained earnings in the period of adoption. Any
goodwill impairments occurring after the initial adoption of the amendments should be included in
earnings as required by Section 350-20-35. This guidance will not have a significant impact on the
Corporations financial position or results of operations.
8
Table of Contents
NOTE 3 Comprehensive Income
U.S. GAAP requires that recognized revenue, expenses, gains, and losses be included in net income.
Although certain changes in assets and liabilities, such as unrealized gains and losses on
available for sale securities and the liability associated with defined benefit plans, are reported
as a separate component of the equity section of the consolidated statements of financial
condition, such items, along with net income, are components of comprehensive income.
The components of comprehensive income and related tax effects are as follows (in thousands):
Three Months Ended March 31, 2011 | Three Months Ended March 31, 2010 | |||||||||||||||||||||||
Before | Tax Expense | Before | Tax Expense | |||||||||||||||||||||
Tax | or | Net-of-Tax | Tax | or | Net-of-Tax | |||||||||||||||||||
Amount | (Benefit) | Amount | Amount | (Benefit) | Amount | |||||||||||||||||||
Net income |
$ | 1,663 | $ | 424 | $ | 1,239 | $ | 1,589 | $ | 401 | $ | 1,188 | ||||||||||||
Other comprehensive income (loss): |
||||||||||||||||||||||||
Unrealized gains (losses) on available for sale securities: |
||||||||||||||||||||||||
Unrealized gains (losses) arising during the period |
(180 | ) | (62 | ) | (118 | ) | 215 | 73 | 142 | |||||||||||||||
Unrealized gains from unconsolidated subsidiary |
2 | | 2 | 6 | | 6 | ||||||||||||||||||
Less reclassification adjustment for: |
||||||||||||||||||||||||
gains included in net income |
(5 | ) | (2 | ) | (3 | ) | (12 | ) | (4 | ) | (8 | ) | ||||||||||||
Change in pension liability |
40 | 14 | 26 | 32 | 11 | 21 | ||||||||||||||||||
Other comprehensive income (loss) |
(143 | ) | (50 | ) | (93 | ) | 241 | 80 | 161 | |||||||||||||||
Total comprehensive income |
$ | 1,520 | $ | 374 | $ | 1,146 | $ | 1,830 | $ | 481 | $ | 1,349 | ||||||||||||
Components of accumulated other comprehensive loss, net of tax consist of the following (in
thousands):
3/31/2011 | 12/31/2010 | |||||||
Unrealized gains on available for sale securities |
$ | 280 | $ | 399 | ||||
Unrecognized expense for defined benefit pension |
(1,838 | ) | (1,864 | ) | ||||
Accumulated other comprehensive loss |
$ | (1,558 | ) | $ | (1,465 | ) | ||
NOTE 4 Earnings per Share
The following table sets forth the computation of basic and diluted earnings per share:
Three Months | Three Months | |||||||
Ended | Ended | |||||||
(Amounts, except earnings per share, in thousands) | March 31, 2011 | March 31, 2010 | ||||||
Net income |
$ | 1,239 | $ | 1,188 | ||||
Weighted-average common shares outstanding |
4,256 | 4,330 | ||||||
Basic earnings per share |
$ | 0.29 | $ | 0.27 | ||||
Weighted-average common shares outstanding |
4,256 | 4,330 | ||||||
Common stock equivalents due to effect of stock options |
3 | 4 | ||||||
Total weighted-average common shares and equivalents |
4,259 | 4,334 | ||||||
Diluted earnings per share |
$ | 0.29 | $ | 0.27 | ||||
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NOTE 5 Commitments, Contingent Liabilities and Guarantees
In the ordinary course of business, the Corporation makes commitments to extend credit to its
customers through letters of credit, loan commitments and lines of credit. At March 31, 2011, the
Corporation had $22,382,000 outstanding in loan commitments and other unused lines of credit
extended to its customers as compared to $37,466,000 at December 31, 2010.
The Corporation does not issue any guarantees that would require liability recognition or
disclosure, other than its letters of credit. Letters of credit are conditional commitments issued
by the Corporation to guarantee the performance of a customer to a third party. Generally, all
letters of credit have expiration dates within one year of issuance. The credit risk involved in
issuing letters of credit is essentially the same as the risks that are involved in extending loan
facilities to customers. The Corporation generally holds collateral and/or personal guarantees
supporting these commitments. The Corporation had outstanding $835,000 and $845,000 of letters of
credit commitments as of March 31, 2011 and December 31, 2010, respectively. Management believes
that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees
would be sufficient to cover the potential amount of future payments required under the
corresponding guarantees. The current amount of the liability as of March 31, 2011 for payments
under letters of credit issued was not material. Because these instruments have fixed maturity
dates, and because many of them will expire without being drawn upon, they do not generally present
any significant liquidity risk.
NOTE 6 Defined Benefit Retirement Plan
The Corporation had a defined benefit retirement plan covering substantially all of its employees,
prior to January 1, 2008. Effective January 1, 2008, the plan was amended to close the plan to new
entrants. The benefits under the plan are based on years of service and the employees
compensation. The Corporations funding policy allows contributions annually up to the maximum
amount that can be deducted for federal income taxes purposes. Contributions are intended to
provide not only for benefits attributed to service to date but also for those expected to be
earned in the future. The Corporation has made no contributions in the first three months of 2011
and does not expect to contribute to the defined benefit plan in the remainder of 2011. Pension
expense included the following components for the three month periods ended March 31, 2011 and
2010:
Three Months Ended | ||||||||
March 31, | ||||||||
(Dollars in thousands) | 2011 | 2010 | ||||||
Components of net periodic pension cost |
||||||||
Service cost |
$ | 48 | $ | 46 | ||||
Interest cost |
120 | 118 | ||||||
Expected return on plan assets |
(158 | ) | (142 | ) | ||||
Additional recognized amounts |
38 | 31 | ||||||
Net periodic pension cost |
$ | 48 | $ | 53 | ||||
NOTE 7 Acquisition
In 2006, the Corporation acquired a branch office in Richfield, PA. The acquisition included real
estate, deposits and loans. The assets and liabilities of the acquired business were recorded on
the consolidated statement of financial condition at their estimated fair values as of September 8,
2006, and their results of operations have been included in the consolidated statements of income
since such date.
Included in the purchase price of the branch was goodwill and core deposit intangible of $2,046,000
and $449,000, respectively. The core deposit intangible is being amortized over a ten-year period
on a straight line basis. During the first three months of 2011 and 2010, amortization expense was
$11,000. Accumulated amortization of core deposit intangible through March 31, 2011 was $206,000.
The goodwill is not amortized, but is measured annually for impairment.
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NOTE 8 Investment in Unconsolidated Subsidiary
The Corporation owns 39.16% of the outstanding common stock of The First National Bank of Liverpool
(FNBL), Liverpool, PA. This investment is accounted for under the equity method of accounting. The
investment is being carried at $3,607,000 as of March 31, 2011. The Corporation increases its
investment in FNBL for its share of earnings and decreases its investment by any dividends received
from FNBL. A loss in value of the investment which is other than a temporary decline will be
recognized. Evidence of a loss in value might include, but would not necessarily be limited to,
absence of an ability to recover the carrying amount of the investment or inability of FNBL to
sustain an earnings capacity which would justify the carrying amount of the investment.
NOTE 9 Securities
ASC Topic 320, Investments Debt and Equity Securities, clarifies the interaction of the factors
that should be considered when determining whether a debt security is other-than-temporarily
impaired. For debt securities, management must assess whether (a) it has the intent to sell the
security and (b) it is more likely than not that it will be required to sell the security prior to
its anticipated recovery. These steps are done before assessing whether the entity will recover the
cost basis of the investment.
In instances when a determination is made that an other-than-temporary impairment exists but the
investor does not intend to sell the debt security and it is not more likely than not that it will
be required to sell the debt security prior to its anticipated recovery. The other-than-temporary
impairment is separated into (a) the amount of the total other-than-temporary impairment related to
a decrease in cash flows expected to be collected from the debt security (the credit loss) and (b)
the amount of the total other-than-temporary impairment related to all other factors. The amount of
the total other-than-temporary impairment related to the credit loss is recognized in earnings. The
amount of the total other-than-temporary impairment related to all other factors is recognized in
other comprehensive income.
The amortized cost and fair value of securities as of March 31, 2011 and December 31, 2010, by
contractual maturity, are shown below (in thousands). Expected maturities may differ from
contractual maturities because the securities may be called or prepaid with or without prepayment
penalties.
Securities Available for Sale | March 31, 2011 | |||||||||||||||
Gross | Gross | |||||||||||||||
Amortized | Fair | Unrealized | Unrealized | |||||||||||||
Type and maturity | Cost | Value | Gains | Losses | ||||||||||||
U.S. Treasury securities and obligations of U.S.
Government agencies and corporations |
||||||||||||||||
Within one year |
$ | 5,813 | $ | 5,831 | $ | 18 | $ | | ||||||||
After one year but within five years |
$ | 47,185 | $ | 47,170 | $ | 275 | $ | (290 | ) | |||||||
After five years but within ten years |
1,000 | 953 | | (47 | ) | |||||||||||
53,998 | 53,954 | 293 | (337 | ) | ||||||||||||
Obligations of state and political subdivisions |
||||||||||||||||
Within one year |
13,689 | 13,834 | 146 | (1 | ) | |||||||||||
After one year but within five years |
26,408 | 26,756 | 446 | (98 | ) | |||||||||||
After five years but within ten years |
1,826 | 1,648 | | (178 | ) | |||||||||||
41,923 | 42,238 | 592 | (277 | ) | ||||||||||||
Corporate notes |
||||||||||||||||
After one year but within five years |
1,000 | 1,027 | 27 | | ||||||||||||
1,000 | 1,027 | 27 | | |||||||||||||
Mortgage-backed securities |
2,712 | 2,779 | 81 | (14 | ) | |||||||||||
Equity securities |
935 | 984 | 127 | (78 | ) | |||||||||||
Total |
$ | 100,568 | $ | 100,982 | $ | 1,120 | $ | (706 | ) | |||||||
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Securities Available for Sale | December 31, 2010 | |||||||||||||||
Gross | Gross | |||||||||||||||
Amortized | Fair | Unrealized | Unrealized | |||||||||||||
Type and maturity | Cost | Value | Gains | Losses | ||||||||||||
U.S. Treasury securities and obligations of U.S. |
||||||||||||||||
Government agencies and corporations |
||||||||||||||||
After one year but within five years |
$ | 34,607 | $ | 34,783 | $ | 348 | $ | (172 | ) | |||||||
After five years but within ten years |
3,000 | 2,913 | | (87 | ) | |||||||||||
37,607 | 37,696 | 348 | (259 | ) | ||||||||||||
Obligations of state and political subdivisions |
||||||||||||||||
Within one year |
12,219 | 12,390 | 175 | (4 | ) | |||||||||||
After one year but within five years |
24,493 | 24,877 | 488 | (104 | ) | |||||||||||
After five years but within ten years |
1,826 | 1,626 | | (200 | ) | |||||||||||
38,538 | 38,893 | 663 | (308 | ) | ||||||||||||
Corporate notes |
||||||||||||||||
After one year but within five years |
1,000 | 1,028 | 28 | | ||||||||||||
1,000 | 1,028 | 28 | | |||||||||||||
Mortgage-backed securities |
1,246 | 1,345 | 99 | | ||||||||||||
Equity securities |
935 | 961 | 106 | (80 | ) | |||||||||||
Total |
$ | 79,326 | $ | 79,923 | $ | 1,244 | $ | (647 | ) | |||||||
The following table shows gross unrealized losses and fair value, aggregated by category and
length of time that individual securities have been in a continuous unrealized loss position, at
March 31, 2011 and December 31, 2010 (in thousands):
Unrealized Losses at March 31, 2011 | ||||||||||||||||||||||||
Less Than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
Value | Losses | Value | Losses | Value | Losses | |||||||||||||||||||
U.S. Treasury securities and
obligations of U.S. Government
agencies and corporations |
$ | 30,299 | $ | (337 | ) | $ | | $ | | $ | 30,299 | $ | (337 | ) | ||||||||||
Obligations of state and political
subdivisions |
10,676 | (257 | ) | 2,555 | (20 | ) | 13,231 | (277 | ) | |||||||||||||||
Mortgage-backed securities |
1,498 | (14 | ) | | | 1,498 | (14 | ) | ||||||||||||||||
Debt securities |
42,473 | (608 | ) | 2,555 | (20 | ) | 45,028 | (628 | ) | |||||||||||||||
Equity securities |
27 | (1 | ) | 268 | (77 | ) | 295 | (78 | ) | |||||||||||||||
Total temporarily impaired
securities |
$ | 42,500 | $ | (609 | ) | $ | 2,823 | $ | (97 | ) | $ | 45,323 | $ | (706 | ) | |||||||||
Unrealized Losses at December 31, 2010 | ||||||||||||||||||||||||
Less Than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
Value | Losses | Value | Losses | Value | Losses | |||||||||||||||||||
U.S. Treasury securities and
obligations of U.S. Government
agencies and corporations |
$ | 17,859 | $ | (259 | ) | $ | | $ | | $ | 17,859 | $ | (259 | ) | ||||||||||
Obligations of state and political
subdivisions |
9,719 | (304 | ) | 881 | (4 | ) | 10,600 | (308 | ) | |||||||||||||||
Debt securities |
27,578 | (563 | ) | 881 | (4 | ) | 28,459 | (567 | ) | |||||||||||||||
Equity securities |
389 | (5 | ) | 270 | (75 | ) | 659 | (80 | ) | |||||||||||||||
Total temporarily impaired
securities |
$ | 27,967 | $ | (568 | ) | $ | 1,151 | $ | (79 | ) | $ | 29,118 | $ | (647 | ) | |||||||||
The unrealized losses noted above are considered to be temporary impairments. There are five
debt securities that have had unrealized losses for more than 12 months. Decline in the value of
our debt securities is due only to interest rate
fluctuations, rather than erosion of quality. As a result, we believe that the payment of
contractual cash flows, including principal repayment, is not at risk. As management does not
intend to sell the securities, does not believe the Corporation will be required to sell the
securities before recovery and expects to recover the entire amortized cost basis, none of the debt
securities are deemed to be other-than-temporarily impaired.
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Equity securities owned by the Corporation consist of common stock of various financial services
providers (Bank Stocks) and are evaluated quarterly for evidence of other-than-temporary
impairment. Considerations used to determine other-than-temporary impairment (OTTI) status for
individual holdings include the length of time the stock has remained in an unrealized loss
position, the percentage of unrealized loss compared to the carrying cost of the stock, dividend
reduction or suspension, market analyst reviews and expectations, and other pertinent developments
that would affect expectations for recovery or further decline. There were six equity securities
that comprise a group of securities with unrealized losses for 12 months or more at March 31, 2011.
In the aggregate and individually, the unrealized loss on this group of securities did not
significantly change from December 31, 2010 to March 31, 2011, and, individually, none of these six
have significant monetary unrealized losses. Management has identified no new other-than-temporary
impairment as of March 31, 2011 in the equity portfolio.
We understand that stocks can be cyclical and will experience some down periods. Historically, bank
stocks have sustained cyclical losses, followed by periods of substantial gains. When market values
of the bank stocks recover, accounting standards do not allow reversal of any previous
other-than-temporary impairment charge until the security is sold, at which time any proceeds above
the carrying value will be recognized as gains on the sale of investment securities.
Certain obligations of the U.S. Government and state and political subdivisions are pledged to
secure public deposits, securities sold under agreements to repurchase and for other purposes as
required or permitted by law. The fair value of the pledged assets amounted to $30,937,000 and
$31,951,000 at March 31, 2011 and December 31, 2010, respectively.
In addition to cash received from the scheduled maturities of securities, some investment
securities available for sale are sold at current market values during the course of normal
operations and some securities are called pursuant to call features built into the bonds. Following
is a summary of proceeds received from all investment securities transactions, and the resulting
realized gains and losses (in thousands):
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Gross proceeds from sales of securities |
$ | | $ | | ||||
Securities available for sale: |
||||||||
Gross realized gains from called securities |
$ | 5 | $ | 12 | ||||
Gross realized losses |
| |
NOTE
10 Loans and Related Allowance for Credit Losses
Loans that management has the intent and ability to hold for the foreseeable future or until
maturity or payoff are stated at the outstanding unpaid principal balances, net of any deferred
fees or costs, unearned income and the allowance for loan losses. Interest income on all loans,
other than nonaccrual loans, is accrued over the term of the loans based on the amount of principal
outstanding. Unearned income is amortized to income over the life of the loans, using the interest
method.
The loan portfolio is segmented into commercial and consumer loans. These broad categories are
further disaggregated into classes of loans used for analysis and reporting. Classes consist of (1)
commercial, financial and agricultural, (2) commercial real estate, (3) real estate construction,
(4) residential mortgage loans, (5) home equity loans, (6) obligations of states and political
subdivisions and (7) personal loans.
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Loans on which the accrual of interest has been discontinued are designated as non-accrual loans.
Accrual of interest on loans is discontinued when the contractual payment of principal or interest
has become 90 days past due or reasonable doubt exists as to the full, timely collection of
principal or interest. However, it is the Corporations policy to continue to accrue interest on
loans over 90 days past due as long as they are (1) guaranteed or well secured and (2) there is an
effective means of collection. When a loan is placed on non-accrual status, all unpaid interest
credited to income in the current year is reversed against current period income and unpaid
interest accrued in prior years is charged against the allowance for loan losses. Interest received
on nonaccrual loans generally is either applied against principal or reported as interest income,
according to managements judgment as to the collectability of principal. Generally, accruals are
resumed on loans only when the obligation is brought fully current with respect to interest and
principal, has performed in accordance with the contractual terms for a reasonable period of time
and the ultimate collectability of the total contractual principal and interest is no longer in
doubt.
The Corporations intent is to hold loans in the portfolio until maturity. At the time the
Corporations intent is no longer to hold loans to maturity based on asset/liability management
practices, the Corporation transfers loans from its portfolio to held for sale at fair value. Any
write-down recorded upon transfer is charged against the allowance for loan losses. Any write-downs
recorded after the initial transfer are recorded as a charge to Other Non-Interest Expense. Gains
or losses recognized upon sale are recorded as Other Non-Interest Income/Expense.
The allowance for credit losses consists of the allowance for loan losses and the reserve for
unfunded lending commitments. The allowance for loan losses represents managements estimate of
losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction
to loans. The reserve for unfunded lending commitments represents managements estimate of losses
inherent in its unfunded lending commitments and is recorded in other liabilities on the
consolidated balance sheet. The allowance for loan losses is increased by the provision for loan
losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are
charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to
the allowance.
For financial reporting purposes, the provision for loan losses charged to current operating income
is based on managements estimates, and actual losses may vary from estimates. These estimates are
reviewed and adjusted at least quarterly and are reported in earnings in the periods in which they
become known. The loan loss provision for federal income tax purposes is based on current income
tax regulations, which allow for deductions equal to net charge-offs.
Loans included in any class are considered for charge-off when:
(1) | principal or interest has been in default for 120 days or more and for which no payment
has been received during the previous four months; |
(2) | all collateral securing the loan has been liquidated and a deficiency balance remains; |
(3) | a bankruptcy notice is received for an unsecured loan; or |
(4) | the loan is deemed to be uncollectible for any other reason. |
The allowance for loan losses is maintained at a level considered adequate to offset probable
losses on the Corporations existing loans. This analysis relies heavily on changes in observable
trends that may indicate potential credit weaknesses. Managements periodic evaluation of the
adequacy of the allowance is based on the Banks past loan loss experience, known and inherent
risks in the portfolio, adverse situations that may affect the borrowers ability to repay, the
estimated value of any underlying collateral, composition of the loan portfolio, current economic
conditions and other relevant factors. This evaluation is inherently subjective as it requires
material estimates that may be susceptible to significant revision as more information becomes
available.
In addition, regulatory agencies, as an integral part of their examination process, periodically
review the Corporations allowance for loan losses and may require the Corporation to recognize
additions to the allowance based on their judgments about information available to them at the time
of their examination, which may not be currently available to management. Based on managements
comprehensive analysis of the loan portfolio, management believes the current level of the
allowance for loan losses to be adequate.
There are two components of the allowance: a component for loans that are deemed to be impaired;
and a component for contingencies.
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A large commercial loan is considered impaired when, based on current information and events, it is
probable that the Bank will be unable to collect the scheduled payments of principal or interest
when due according to the contractual
terms of the loan agreement. (A large loan (or group of like-loans within one relationship) is
defined as a commercial/business loan, with an aggregate outstanding balance in excess of $150,000,
or any other loan that management deems of similar characteristics inherent to the deficiencies of
an impaired large loan by definition.) Factors considered by management in determining impairment
include payment status, collateral value and the probability of collecting scheduled principal and
interest payments when due. Loans that experience insignificant payment delays and payment
shortfalls generally are not classified as impaired. Management determines the significance of
payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the
circumstances surrounding the loans and the borrower, including the length of the delay, the
reasons for the delay, the borrowers prior payment record and the amount of the shortfall in
relation to the principal and interest owed. Impairment is measured on a loan by loan basis for
commercial and construction loans by either the present value of expected future cash flows
discounted at the loans effective interest rate, the loans obtainable market price or the fair
value of the collateral if the loan is collateral dependent. The estimated fair values of
substantially all of the Corporations impaired loans are measured based on the estimated fair
value of the loans collateral. For commercial loans secured with real estate, estimated fair
values are determined primarily through third-party appraisals. When a real estate secured loan
becomes impaired, a decision is made regarding whether an updated certified appraisal of the real
estate is necessary. This decision is based on various considerations, including the age of the
most recent appraisal, the loan-to-value ratio based on the original appraisal and the condition of
the property. Appraised values are discounted to arrive at the estimated selling price of the
collateral, which is considered to be the estimated fair value. The discounts also include the
estimated costs to sell the property. For commercial loans secured by non-real estate collateral,
estimated fair values are determined based on the borrowers financial statements, inventory
reports, accounts receivable agings or equipment appraisals or invoices. Indications of value from
these sources are generally discounted based on the age of the financial information or the quality
of the assets. For such loans that are classified as impaired, an allowance is established when the
discounted cash flows (or collateral value or observable market price) of the impaired loan is
lower than the carrying value of that loan. The Bank generally does not separately identify
individual consumer and residential loans for impairment disclosures, unless such loans are subject
to a restructuring agreement.
Loans whose terms are modified are classified as troubled debt restructurings if the Corporation
grants such borrowers concessions and it is deemed that those borrowers are experiencing financial
difficulty. Concessions granted under a troubled debt restructuring generally involve a temporary
reduction in interest rate or an extension of a loans stated maturity date. Nonaccrual troubled
debt restructurings are restored to accrual status if principal and interest payments, under the
modified terms, are current for a period of time after modification. Loans classified as troubled
debt restructurings are designated as impaired.
The component of the allowance for contingincies relates to other loans that have been segmented
into risk rated categories. The borrowers overall financial condition, repayment sources,
guarantors and value of collateral, if appropriate, are evaluated quarterly or when credit
deficiencies arise, such as delinquent loan payments. Credit quality risk ratings include
regulatory classifications of special mention, substandard, doubtful and loss. Loans classified as
special mention have potential weaknesses that deserve managements close attention. If
uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. Loans
classified substandard have one or more well-defined weaknesses that jeopardize the liquidation of
the debt. They include loans that are inadequately protected by the current net worth and paying
capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all
the weaknesses inherent in loans classified substandard with the added characteristic that
collection or liquidation in full, on the basis or current conditions and facts, is highly
improbable. Loans classified as a loss are considered uncollectible and are charged to the
allowance for loan losses. Loans not classified are rated pass. Specific reserves may be
established for larger, individual classified loans as a result of this evaluation. Remaining loans
are categorized into large groups of smaller balance homogeneous loans and are collectively
evaluated for impairment. This computation is generally based on historical loss experience
adjusted for qualitative factors. These qualitative risk factors include:
1. | National, regional and local economic and business conditions as well as the condition
of various market segments, including the underlying collateral for collateral dependent
loans; |
2. | Nature and volume of the portfolio and terms of loans; |
3. | Experience, ability and depth of lending and credit management and staff; |
4. | Volume and severity of past due, classified and nonaccrual loans as well as other loan
modifications; |
5. | Existence and effect of any concentrations of credit and changes in the level of such
concentrations; and |
6. | Effect of external factors, including competition. |
Each factor is assigned a value to reflect improving, stable or declining conditions based on
managements best judgment using relevant information available at the time of the evaluation.
Adjustments to the factors are supported through documentation of changes in conditions in a
narrative accompanying the allowance for loan loss calculation.
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Table of Contents
Commercial, Financial and Agricultural Lending - The Corporation originates commercial, financial
and agricultural loans primarily to businesses located in its primary market area and surrounding
areas. These loans are used for various business purposes which include short-term loans and lines
of credit to finance machinery and equipment purchases, inventory and accounts receivable.
Generally, the maximum term for loans extended on machinery and equipment is shorter or does not
exceed the projected useful life of such machinery and equipment. Most business lines of credit are
written on demand and may be renewed annually.
Commercial loans are generally secured with short-term assets, however, in many cases, additional
collateral such as real estate is provided as additional security for the loan. Loan-to-value
maximum values have been established by the Corporation and are specific to the type of collateral.
Collateral values may be determined using invoices, inventory reports, accounts receivable aging
reports, collateral appraisals, etc.
In underwriting commercial loans, an analysis of the borrowers character, capacity to repay the
loan, the adequacy of the borrowers capital and collateral, as well as an evaluation of conditions
affecting the borrower, is performed. Analysis of the borrowers past, present and future cash
flows is also an important aspect of the Corporations analysis.
Concentration analysis assists in identifying industry specific risk inherent in commercial,
financial and agricultural lending. Mitigants include the identification of secondary and tertiary
sources of repayment and appropriate increases in oversight.
Commercial loans generally present a higher level of risk than other types of loans due primarily
to the effect of general economic conditions.
Commercial Real Estate Lending The Corporation engages in commercial real estate lending in its
primary market area and surrounding areas. The Corporations commercial loan portfolio is secured
primarily by residential housing, raw land and hotels. Generally, commercial real estate loans have
terms that do not exceed 20 years, have loan-to-value ratios of up to 80% of the appraised value of
the property and are typically secured by personal guarantees of the borrowers.
As economic conditions deteriorate, the Corporation reduces its exposure in real estate segments
with higher risk characteristics. In underwriting these loans, the Corporation performs a thorough
analysis of the financial condition of the borrower, the borrowers credit history, and the
reliability and predictability of the cash flow generated by the property securing the loan.
Appraisals on properties securing commercial real estate loans originated by the Corporation are
performed by independent appraisers.
Commercial real estate loans generally present a higher level of risk than other types of loans due
primarily to the effect of general economic conditions.
Real Estate Construction Lending The Corporation engages in real estate construction lending in
its primary market area and surrounding areas. The Corporations real estate construction lending
consists of commercial and residential site development loans, as well as commercial building
construction and residential housing construction loans.
The Corporations commercial real estate construction loans are generally secured with the subject
property and advances are made in conformity with a pre-determined draw schedule supported by
independent inspections. Terms of construction loans depend on the specifics of the project, such
as estimated absorption rates, estimated time to complete, etc.
In underwriting commercial real estate construction loans, the Corporation performs a thorough
analysis of the financial condition of the borrower, the borrowers credit history, the reliability
and predictability of the cash flow
generated by the project using feasibility studies, market data, etc. Appraisals on properties
securing commercial real estate loans originated by the Corporation are performed by independent
appraisers.
Real estate construction loans generally present a higher level of risk than other types of loans
due primarily to the effect of general economic conditions and the difficulty of estimating total
construction costs.
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Table of Contents
Residential Mortgage Lending One to four-family residential mortgage loan originations are
generated by the Corporations marketing efforts, its present customers, walk-in customers and
referrals. These loans originate primarily within the Corporations market area or with customers
primarily from the market area.
The Corporation offers fixed-rate and adjustable rate mortgage loans with terms up to a maximum of
25-years for both permanent structures and those under construction. The Corporations one- to
four-family residential mortgage originations are secured primarily by properties located in its
primary market area and surrounding areas. The majority of the Corporations residential mortgage
loans originate with a loan-to-value of 80% or less.
In underwriting one-to-four family residential real estate loans, the Corporation evaluates the
borrowers ability to make monthly payments, the borrowers repayment history and the value of the
property securing the loan. Properties securing real estate loans made by the Corporation are
appraised by independent fee appraisers. The Corporation generally requires borrowers to obtain an
attorneys title opinion or title insurance, and fire and property insurance (including flood
insurance, if necessary) in an amount not less than the amount of the loan. The Corporation does
not engage in sub-prime residential mortgage originations.
Residential mortgage loans generally present a lower level of risk than other types of consumer
loans because they are secured by the borrowers primary residence.
Home Equity Installment and Line of Credit Lending The Corporation originates home equity
installment loans and home equity lines of credit primarily within the Corporations market area or
with customers primarily from the market area.
Home equity installment loans are secured by the borrowers primary residence with a maximum
loan-to-value of 80% and a maximum term of 15 years.
Home equity lines of credit are secured by the borrowers primary residence with a maximum
loan-to-value of 90% and a maximum term of 20 years.
In underwriting home equity lines of credit, a thorough analysis of the borrowers ability to repay
the loan as agreed is performed. The ability to repay is determined by the borrowers employment
history, current financial conditions, and credit background. The analysis is based primarily on
the customers ability to repay and secondarily on the collateral or security.
Home equity loans generally present a lower level of risk than other types of consumer loans
because they are secured by the borrowers primary residence.
Obligations of States and Political Subdivisions The Corporation lends to local municipalities
and other tax-exempt organizations. These loans are primarily tax-anticipation notes and as such
carry little risk. Historically, the Corporation has never had a loss on any loan of this type.
Personal Lending The Corporation offers a variety of secured and unsecured personal loans,
including vehicle, mobile homes and loans secured by savings deposits, as well as other types of
personal loans.
Personal loan terms vary according to the type and value of collateral and creditworthiness of the
borrower. In underwriting personal loans, a thorough analysis of the borrowers ability to repay
the loan as agreed is performed. The ability to repay is determined by the borrowers employment
history, current financial conditions, and credit background.
Personal loans may entail greater credit risk than do residential mortgage loans, particularly in
the case of personal loans which are unsecured or are secured by rapidly depreciable assets, such
as automobiles or recreational equipment. In such cases, any repossessed collateral for a defaulted
personal loan may not provide an adequate source of repayment of the outstanding loan balance as a
result of the greater likelihood of damage, loss or depreciation. In addition, personal loan
collections are dependent on the borrowers continuing financial stability, and thus are more
likely to be affected by adverse personal circumstances. Furthermore, the application of various
federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be
recovered on such loans.
17
Table of Contents
The following tables present the classes of the loan portfolio summarized by the aggregate pass
rating and the classified ratings of special mention, substandard and doubtful within the
Corporations internal risk rating system as of March 31, 2011 and December 31, 2010 (in
thousands).
Special | ||||||||||||||||||||
As of March 31, 2011 | Pass | Mention | Substandard | Doubtful | Total | |||||||||||||||
Commercial financial and agricultural |
$ | 34,612 | $ | 2,160 | $ | 583 | $ | 305 | $ | 37,660 | ||||||||||
Real estate commercial |
31,121 | 10,392 | 2,097 | | 43,610 | |||||||||||||||
Real estate construction |
8,948 | 2,298 | 250 | 600 | 12,096 | |||||||||||||||
Real estate mortgage |
126,634 | 7,072 | 4,162 | 1,414 | 139,282 | |||||||||||||||
Home equity |
43,524 | 342 | | | 43,866 | |||||||||||||||
Obligations of states and political subdivisions |
12,692 | | | | 12,692 | |||||||||||||||
Personal |
8,143 | 99 | 2 | | 8,244 | |||||||||||||||
Total |
$ | 265,674 | $ | 22,363 | $ | 7,094 | $ | 2,319 | $ | 297,450 | ||||||||||
Special | ||||||||||||||||||||
As of December 31, 2010 | Pass | Mention | Substandard | Doubtful | Total | |||||||||||||||
Commercial financial and agricultural |
$ | 24,594 | $ | 6,387 | $ | 1,554 | $ | 306 | $ | 32,841 | ||||||||||
Real estate commercial |
33,437 | 6,059 | 4,089 | 600 | 44,185 | |||||||||||||||
Real estate construction |
11,028 | | | | 11,028 | |||||||||||||||
Real estate mortgage |
127,944 | 8,069 | 5,180 | 1,415 | 142,608 | |||||||||||||||
Home equity |
45,228 | 431 | 666 | | 46,325 | |||||||||||||||
Obligations of states and political subdivisions |
10,960 | | | | 10,960 | |||||||||||||||
Personal |
10,034 | 117 | 4 | | 10,155 | |||||||||||||||
Total |
$ | 263,225 | $ | 21,063 | $ | 11,493 | $ | 2,321 | $ | 298,102 | ||||||||||
The Corporation has certain loans in its portfolio that are considered to be impaired. It is
the policy of the Corporation to recognize income on impaired loans that have been transferred to
nonaccrual status on a cash basis, only to the extent that it exceeds principal balance recovery.
Until an impaired loan is placed on nonaccrual status, income is recognized on the accrual basis.
The following tables summarize information regarding impaired loans by portfolio class as of March
31, 2011 and December 31, 2010 (in thousands):
Unpaid | Average | |||||||||||||||||||
As of March 31, 2011 | Recorded | Principal | Related | Recorded | Interest Income | |||||||||||||||
Impaired loans | Investment | Balance | Allowance | Investment | Recognized(1) | |||||||||||||||
With no related allowance recorded: |
||||||||||||||||||||
Commercial financial and agricultural |
$ | 288 | $ | 288 | $ | | $ | 288 | $ | 5 | ||||||||||
Real estate commercial |
4,425 | 4,425 | | 4,728 | 53 | |||||||||||||||
With an allowance recorded: |
||||||||||||||||||||
Real estate commercial |
2,136 | 2,136 | 570 | 2,137 | 3 | |||||||||||||||
Total: |
||||||||||||||||||||
Commercial financial and agricultural |
288 | 288 | | 288 | 5 | |||||||||||||||
Real estate commercial |
6,561 | 6,561 | 570 | 6,865 | 56 | |||||||||||||||
$ | 6,849 | $ | 6,849 | $ | 570 | $ | 7,153 | $ | 61 | |||||||||||
(1) | Represents interest income recognized for the three months ended March 31, 2011 |
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Unpaid | Average | |||||||||||||||||||
As of December 31, 2010 | Recorded | Principal | Related | Recorded | Interest Income | |||||||||||||||
Impaired loans | Investment | Balance | Allowance | Investment | Recognized (2) | |||||||||||||||
With no related allowance
recorded: |
||||||||||||||||||||
Real estate commercial |
$ | 5,606 | $ | 5,606 | $ | | $ | 6,203 | $ | 260 | ||||||||||
With an allowance recorded: |
||||||||||||||||||||
Real estate commercial |
2,137 | 2,137 | 570 | 1,791 | 16 | |||||||||||||||
Total: |
||||||||||||||||||||
Real estate commercial |
$ | 7,743 | $ | 7,743 | $ | 570 | $ | 7,994 | $ | 276 | ||||||||||
(2) | Represents interest income recognized for the year ended December 31, 2010 |
The following table presents nonaccrual loans by classes of the loan portfolio as of March 31,
2011 and December 31, 2010 (in thousands):
March 31, 2011 | December 31, 2010 | |||||||
Nonaccrual loans: |
||||||||
Commercial financial and agricultural |
$ | 600 | $ | 784 | ||||
Real estate commercial |
240 | 240 | ||||||
Real estate construction |
913 | 850 | ||||||
Real estate mortgage |
3,655 | 3,564 | ||||||
Home equity |
472 | 524 | ||||||
Obligations of states and political
subdivisions |
| | ||||||
Personal |
6 | 2 | ||||||
Total |
$ | 5,886 | $ | 5,964 | ||||
The performance and credit quality of the loan portfolio is also monitored by analyzing the
age of the loans receivable as determined by the length of time a payment is past due. The
following tables present the classes of the loan portfolio summarized by the past due status as of
March 31, 2011 and December 31, 2010 (in thousands):
Loans Past | ||||||||||||||||||||||||||||
Due greater | ||||||||||||||||||||||||||||
30-59 Days | 60-89 Days | Greater than | Total Past | than 90 Days | ||||||||||||||||||||||||
As of March 31, 2011 | Past Due | Past Due | 90 Days | Due | Current | Total Loans | and Accruing | |||||||||||||||||||||
Commercial financial and agricultural |
$ | 72 | $ | 172 | $ | 600 | $ | 844 | $ | 36,816 | $ | 37,660 | $ | | ||||||||||||||
Real estate commercial |
436 | 1,284 | 240 | 1,960 | 41,650 | 43,610 | | |||||||||||||||||||||
Real estate construction |
| | 913 | 913 | 11,183 | 12,096 | | |||||||||||||||||||||
Real estate mortgage |
3,017 | 914 | 3,520 | 7,451 | 131,831 | 139,282 | 255 | |||||||||||||||||||||
Home equity |
733 | 46 | 469 | 1,248 | 42,618 | 43,866 | 158 | |||||||||||||||||||||
Obligations of states and political subdivisions |
| | | | 12,692 | 12,692 | | |||||||||||||||||||||
Personal |
89 | 33 | 11 | 133 | 8,111 | 8,244 | 5 | |||||||||||||||||||||
Total |
$ | 4,347 | $ | 2,449 | $ | 5,753 | $ | 12,549 | $ | 284,901 | $ | 297,450 | $ | 418 | ||||||||||||||
Loans Past | ||||||||||||||||||||||||||||
Due greater | ||||||||||||||||||||||||||||
30-59 Days | 60-89 Days | Greater than | Total Past | than 90 Days | ||||||||||||||||||||||||
As of December 31, 2010 | Past Due | Past Due | 90 Days | Due | Current | Total Loans | and Accruing | |||||||||||||||||||||
Commercial financial and agricultural |
$ | 159 | $ | 352 | $ | 878 | $ | 1,389 | $ | 31,452 | $ | 32,841 | $ | 113 | ||||||||||||||
Real estate commercial |
1,106 | 547 | 404 | 2,057 | 42,128 | 44,185 | 164 | |||||||||||||||||||||
Real estate construction |
| 270 | 850 | 1,120 | 9,908 | 11,028 | | |||||||||||||||||||||
Real estate mortgage |
260 | 4,769 | 3,431 | 8,460 | 134,148 | 142,608 | 555 | |||||||||||||||||||||
Home equity |
737 | 318 | 466 | 1,521 | 44,804 | 46,325 | 167 | |||||||||||||||||||||
Obligations of states and political subdivisions |
243 | | | 243 | 10,717 | 10,960 | | |||||||||||||||||||||
Personal |
110 | 15 | 10 | 135 | 10,020 | 10,155 | 8 | |||||||||||||||||||||
Total |
$ | 2,615 | $ | 6,271 | $ | 6,039 | $ | 14,925 | $ | 283,177 | $ | 298,102 | $ | 1,007 | ||||||||||||||
19
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The following tables summarize the activity and the primary segments of the allowance for loan
losses, segregated into the amount required for loans individually evaluated for impairment and the
amount required for loans collectively evaluated for impairment as of and for the three months
ended March 31, 2011 and as of and for the year ended December 31, 2010 (in thousands):
Obligations of | ||||||||||||||||||||||||||||||||
Commercial, | states and | |||||||||||||||||||||||||||||||
financial and | Real estate - | Real estate - | Real estate - | political | ||||||||||||||||||||||||||||
As of March 31, 2011 | agricultural | commercial | construction | mortgage | Home equity | subdivisions | Personal | Total | ||||||||||||||||||||||||
Allowance for loan losses: |
||||||||||||||||||||||||||||||||
Beginning Balance, January 1, 2011 |
$ | 283 | $ | 875 | $ | 93 | $ | 1,098 | $ | 391 | $ | | $ | 84 | $ | 2,824 | ||||||||||||||||
Charge-offs |
(4 | ) | | | (16 | ) | | | | (20 | ) | |||||||||||||||||||||
Recoveries |
| | | | | | 9 | 9 | ||||||||||||||||||||||||
Provisions |
70 | 26 | 17 | 13 | (19 | ) | | (19 | ) | 88 | ||||||||||||||||||||||
Ending balance |
$ | 349 | $ | 901 | $ | 110 | $ | 1,095 | $ | 372 | $ | | $ | 74 | $ | 2,901 | ||||||||||||||||
Ending balance: individually evaluated for
impairment |
$ | | $ | 570 | $ | | $ | | $ | | $ | | $ | | $ | 570 | ||||||||||||||||
Ending balance: collectively evaluted for
impairment |
$ | 349 | $ | 331 | $ | 110 | $ | 1,095 | $ | 372 | $ | | $ | 74 | $ | 2,331 | ||||||||||||||||
Loans, net of unearned interest: |
||||||||||||||||||||||||||||||||
Ending balance |
$ | 37,660 | $ | 43,610 | $ | 12,096 | $ | 139,282 | $ | 43,866 | $ | 12,692 | $ | 8,244 | $ | 297,450 | ||||||||||||||||
Ending balance: individually evaluted for
impairment |
$ | 288 | $ | 6,561 | $ | | $ | | $ | | $ | | $ | | $ | 6,849 | ||||||||||||||||
Ending balance: collectively evaluated for
impairment |
$ | 37,372 | $ | 37,049 | $ | 12,096 | $ | 139,282 | $ | 43,866 | $ | 12,692 | $ | 8,244 | $ | 290,601 | ||||||||||||||||
Obligations of | ||||||||||||||||||||||||||||||||
Commercial, | states and | |||||||||||||||||||||||||||||||
financial and | Real estate - | Real estate - | Real estate - | political | ||||||||||||||||||||||||||||
As of December 31, 2010 | agricultural | commercial | construction | mortgage | Home equity | subdivisions | Personal | Total | ||||||||||||||||||||||||
Allowance for loan losses: |
||||||||||||||||||||||||||||||||
Ending balance |
$ | 283 | $ | 875 | $ | 93 | $ | 1,098 | $ | 391 | $ | | $ | 84 | $ | 2,824 | ||||||||||||||||
Ending balance: individually evaluated for
impairment |
$ | | $ | 570 | $ | | $ | | $ | | $ | | $ | | $ | 570 | ||||||||||||||||
Ending balance: collectively evaluted for
impairment |
$ | 283 | $ | 305 | $ | 93 | $ | 1,098 | $ | 391 | $ | | $ | 84 | $ | 2,254 | ||||||||||||||||
Loans, net of unearned interest: |
||||||||||||||||||||||||||||||||
Ending balance |
$ | 32,841 | $ | 44,185 | $ | 11,028 | $ | 142,608 | $ | 46,325 | $ | 10,960 | $ | 10,155 | $ | 298,102 | ||||||||||||||||
Ending balance: individually evaluted for
impairment |
$ | | $ | 7,743 | $ | | $ | | $ | | $ | | $ | | $ | 7,743 | ||||||||||||||||
Ending balance: collectively evaluated for
impairment |
$ | 32,841 | $ | 36,442 | $ | 11,028 | $ | 142,608 | $ | 46,325 | $ | 10,960 | $ | 10,155 | $ | 290,359 |
NOTE 11 Fair Value Measurements
Fair value measurement and disclosure guidance defines fair value as the price that would be
received to sell the asset or transfer the liability in an orderly transaction (that is, not a
forced liquidation or distressed sale) between market participants at the measurement date under
current market conditions. Additional guidance is provided on determining when the volume and level
of activity for the asset or liability has significantly decreased. The guidance also includes
guidance on identifying circumstances when a transaction may not be considered orderly.
Fair value measurement and disclosure guidance provides a list of factors that a reporting entity
should evaluate to determine whether there has been a significant decrease in the volume and level
of activity for the asset or liability in relation to normal market activity for the asset or
liability. When the reporting entity concludes there has been a significant decrease in the volume
and level of activity for the asset or liability, further analysis of the information from that
market is needed, and significant adjustments to the related prices may be necessary to estimate
fair value in accordance with fair value measurement and disclosure guidance.
This guidance clarifies that, when there has been a significant decrease in the volume and level of
activity for the asset or liability, some transactions may not be orderly and the entity must
evaluate the weight of the evidence to determine whether the transaction is orderly. The guidance
provides a list of circumstances that may indicate that a transaction is
not orderly. A transaction price that is not associated with an orderly transaction is given
little, if any, weight when estimating fair value.
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Table of Contents
Fair value measurement and disclosure guidance defines fair value as the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants. A fair value measurement assumes that the transaction to sell the asset or transfer
the liability occurs in the principal market for the asset or liability or, in the absence of a
principal market, the most advantageous market for the asset or liability. The price in the
principal (or most advantageous) market used to measure the fair value of the asset or liability is
not to be adjusted for transaction costs. An orderly transaction is a transaction that assumes
exposure to the market for a period prior to the measurement date to allow for marketing activities
that are usual and customary for transactions involving such assets and liabilities; it is not a
forced transaction. Market participants are buyers and sellers in the principal market that are (i)
independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.
Fair value measurement and disclosure guidance requires the use of valuation techniques that are
consistent with the market approach, the income approach and/or the cost approach. The market
approach uses prices and other relevant information generated by market transactions involving
identical or comparable assets and liabilities. The income approach uses valuation techniques to
convert future amounts, such as cash flows or earnings, to a single present amount on a discounted
basis. The cost approach is based on the amount that currently would be required to replace the
service capacity of an asset (replacement cost). Valuation techniques should be consistently
applied. Inputs to valuation techniques refer to the assumptions that market participants would use
in pricing the asset or liability. Inputs may be observable, meaning those that reflect the
assumptions market participants would use in pricing the asset or liability developed based on
market data obtained from independent sources, or unobservable, meaning those that reflect the
reporting entitys own assumptions about the assumptions market participants would use in pricing
the asset or liability developed based on the best information available in the circumstances. In
that regard, the guidance establishes a fair value hierarchy for valuation inputs that gives the
highest priority to quoted prices in active markets for identical assets or liabilities and the
lowest priority to unobservable inputs. The fair value hierarchy is as follows:
Level 1 Inputs Unadjusted quoted prices in active markets for identical assets or
liabilities that the reporting entity has the ability to access at the measurement date. |
Level 2 Inputs Inputs other than quoted prices included in Level 1 that are observable
for the asset or liability, either directly or indirectly. These might include quoted prices
for similar assets or liabilities in active markets, quoted prices for identical or similar
assets or liabilities in markets that are not active, inputs other than quoted prices that
are observable for the asset or liability (such as interest rates, volatilities, prepayment
speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by
market data by correlation or other means. |
Level 3 Inputs Unobservable inputs for determining the fair values of assets or
liabilities that reflect an entitys own assumptions about the assumptions that market
participants would use in pricing the assets or liabilities. |
A description of the valuation methodologies used for instruments measured at fair value, as well
as the general classification of such instruments pursuant to the valuation hierarchy, is set forth
below.
In general, fair value is based upon quoted market prices, where available. If such quoted market
prices are not available, fair value is based upon internally developed models that primarily use,
as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that
financial instruments are recorded at fair value. These adjustments may include amounts to reflect
counterparty credit quality and the counter partys creditworthiness, among other things, as well
as unobservable parameters. Any such valuation adjustments are applied consistently over time. The
Corporations valuation methodologies may produce a fair value calculation that may not be
indicative of net realizable value or reflective of future fair values. While management believes
the Corporations valuation methodologies are appropriate and consistent with other market
participants, the use of different methodologies or assumptions to determine the fair value of
certain financial instruments could result in a different estimate of fair value at the reporting
date.
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Table of Contents
Securities Available for Sale. Debt securities classified as available for sale are reported at
fair value utilizing Level 2 inputs. For these securities, the Corporation obtains fair value
measurement from an independent pricing service. The
fair value measurements consider observable data that may include dealer quotes, market spreads,
cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market
consensus prepayment speeds, credit information and the bonds terms and conditions, among other
things. Equity securities classified as available for sale are reported at fair value using Level 1
inputs.
Impaired Loans. Certain impaired loans are reported at the fair value of the underlying collateral
if repayment is expected solely from the collateral. Collateral values are estimated using Level 3
inputs based on customized valuation criteria.
The following table summarizes financial assets and financial liabilities measured at fair value as
of March 31, 2011 and December 31, 2010, segregated by the level of the valuation inputs within the
fair value hierarchy utilized to measure fair value (in thousands). There were no transfers of
assets between fair value Level 1 and Level 2 for the quarter ended March 31, 2011.
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Significant | ||||||||||||||||
Quoted Prices in | Other | Significant Other | ||||||||||||||
March 31, | Active Markets for | Observable | Unobservable | |||||||||||||
2011 | Identical Assets | Inputs | Inputs | |||||||||||||
Measured at fair value on a recurring basis: |
||||||||||||||||
Debt securities available-for-sale: |
||||||||||||||||
U.S. Treasury securities and obligations of U.S.
|
||||||||||||||||
Government agencies and corporations |
$ | 53,954 | $ | | $ | 53,954 | $ | | ||||||||
Obligations of state and political subdivisions |
42,238 | | 42,238 | | ||||||||||||
Corporate notes |
1,027 | | 1,027 | | ||||||||||||
Mortgage-backed securities |
2,779 | | 2,779 | | ||||||||||||
Equity securities available-for-sale |
984 | 984 | | | ||||||||||||
Measured at fair value on a non-recurring basis: |
||||||||||||||||
Impaired loans |
1,566 | | | 1,566 |
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Significant | ||||||||||||||||
Quoted Prices in | Other | Significant Other | ||||||||||||||
December 31, | Active Markets for | Observable | Unobservable | |||||||||||||
2010 | Identical Assets | Inputs | Inputs | |||||||||||||
Measured at fair value on a recurring basis: |
||||||||||||||||
Debt securities available-for-sale: |
||||||||||||||||
U.S. Treasury securities and obligations of U.S. |
||||||||||||||||
Government agencies and corporations |
$ | 37,696 | $ | | $ | 37,696 | $ | | ||||||||
Obligations of state and political subdivisions |
38,893 | | 38,893 | | ||||||||||||
Corporate notes |
1,028 | | 1,028 | | ||||||||||||
Mortgage-backed securities |
1,345 | | 1,345 | | ||||||||||||
Equity securities available-for-sale |
961 | 961 | | | ||||||||||||
Measured at fair value on a non-recurring basis: |
||||||||||||||||
Impaired loans |
1,567 | | | 1,567 |
Fair Value of Financial Instruments
ASC Topic 825, Financial Instruments, requires disclosures about fair value of financial
instruments for interim reporting periods of publicly traded companies as well as in annual
financial statements.
22
Table of Contents
The estimated fair values of the Corporations financial instruments are as follows (in thousands):
Financial Instruments
(in thousands)
(in thousands)
March 31, 2011 | December 31, 2010 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Value | Value | Value | Value | |||||||||||||
Financial assets: |
||||||||||||||||
Cash and due from banks |
$ | 8,481 | $ | 8,481 | $ | 12,758 | $ | 12,758 | ||||||||
Interest bearing deposits with banks |
147 | 147 | 218 | 218 | ||||||||||||
Federal funds sold |
4,900 | 4,900 | 12,300 | 12,300 | ||||||||||||
Interest bearing time deposits with banks |
1,096 | 1,119 | 1,345 | 1,360 | ||||||||||||
Securities |
100,982 | 100,982 | 79,923 | 79,923 | ||||||||||||
Restricted investment in FHLB stock |
1,983 | 1,983 | 2,088 | 2,088 | ||||||||||||
Total loans, net of unearned interest |
297,450 | 310,495 | 298,102 | 312,621 | ||||||||||||
Accrued interest receivable |
1,845 | 1,845 | 1,763 | 1,763 | ||||||||||||
Financial liabilities: |
||||||||||||||||
Non-interest bearing deposits |
62,219 | 62,219 | 60,696 | 60,696 | ||||||||||||
Interest bearing deposits |
324,198 | 330,779 | 316,094 | 323,003 | ||||||||||||
Securities sold under agreements to repurchase |
2,631 | 2,631 | 3,314 | 3,314 | ||||||||||||
Other interest bearing liabilities |
1,201 | 1,208 | 1,200 | 1,202 | ||||||||||||
Accrued interest payable |
495 | 495 | 499 | 499 | ||||||||||||
Off-balance sheet financial instruments: |
||||||||||||||||
Commitments to extend credit |
| | | | ||||||||||||
Letters of credit |
| | | |
Management uses its best judgment in estimating the fair value of the Corporations financial
instruments; however, there are inherent weaknesses in any estimation technique. Therefore, the
fair value estimates herein are not necessarily indicative of the amounts the Corporation could
have realized in sales transactions on the dates indicated. The estimated fair value amounts have
been measured as of their respective quarter ends and have not been re-evaluated or updated for
purposes of these consolidated financial statements subsequent to those respective dates. As such,
the estimated fair values of these financial instruments subsequent to the respective reporting
dates may be different than the amounts reported at each quarter end.
The information presented above should not be interpreted as an estimate of the fair value of the
entire Corporation since a fair value calculation is provided only for a limited portion of the
Corporations assets and liabilities. Due to a wide range of valuation techniques and the degree of
subjectivity used in making the estimates, comparisons between the Corporations disclosures and
those of other companies may not be meaningful.
The following describes the estimated fair value of the Corporations financial instruments as well
as the significant methods and assumptions used to determine these estimated fair values.
Carrying values approximate fair value for cash and due from banks, interest-bearing demand
deposits with other banks, federal funds sold, restricted stock in the Federal Home Loan Bank,
interest receivable, non-interest bearing demand deposits, securities sold under agreements to
repurchase, and interest payable.
Interest bearing time deposits with banks The estimated fair value is determined by discounting
the contractual future cash flows, using the rates currently offered for deposits of similar
remaining maturities.
Securities Available for Sale Debt securities classified as available for sale are reported at
fair value utilizing Level 2 inputs. For these securities, the Corporation obtains fair value
measurement from an independent pricing service. The fair value measurements consider observable
data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve,
live trading levels, trade execution data, market consensus prepayment speeds, credit
information and the bonds terms and conditions, among other things. Equity securities classified
as available for sale are reported at fair value using Level 1 inputs.
23
Table of Contents
Loans For variable-rate loans that reprice frequently and which entail no significant changes in
credit risk, carrying values approximated fair value. Substantially all commercial loans and real
estate mortgages are variable rate loans. The fair value of other loans (i.e. consumer loans and
fixed-rate real estate mortgages) are estimated by calculating the present value of the cash flow
difference between the current rate and the market rate, for the average maturity, discounted
quarterly at the market rate.
Fixed rate time deposits The estimated fair value is determined by discounting the contractual
future cash flows, using the rates currently offered for deposits of similar remaining maturities.
Other interest bearing liabilities The fair values of other interest bearing liabilities are
estimated using discounted cash flow analysis, based on incremental borrowing rates for similar
types of borrowing arrangements.
Commitments to extend credit and letters of credit The fair value of commitments to extend
credit is estimated using the fees currently charged to enter into similar agreements, taking into
account market interest rates, the remaining terms and present credit worthiness of the
counterparties. The fair value of guarantees and letters of credit is based on fees currently
charged for similar agreements.
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of
Operations |
Forward Looking Statements:
The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding
forward-looking statements. When used in this discussion, the words believes, anticipates,
contemplates, expects, and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks and uncertainties which could cause actual
results, performance or achievements expressed or implied by such forward-looking statements to
differ materially from those projected. Those risks and uncertainties include changes in interest
rates and their impact on the level of deposits, loan demand and value of loan collateral, changes
in the market value of the securities portfolio, increased competition from other financial
institutions, governmental monetary policy, legislation and changes in banking regulations, changes
in levels of FDIC deposit insurance premiums and assessments, risks associated with the effect of
opening a new branch, the ability to control costs and expenses, and general economic conditions.
The Corporation undertakes no obligation to update such forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Critical Accounting Policies:
Disclosure of the Corporations significant accounting policies is included in the notes to the
consolidated financial statements of the Corporations Annual Report on Form 10-K for the year
ended December 31, 2010. Some of these policies require significant judgments, estimates, and
assumptions to be made by management, most particularly in connection with determining the
provision for loan losses and the appropriate level of the allowance for loan losses, as well as
managements evaluation of the investment portfolio for other-than-temporary impairment.
General:
The following discussion relates to the consolidated financial condition of the Corporation as of
March 31, 2011, as compared to December 31, 2010, and the consolidated results of operations for
the three months ended March 31, 2011, compared to the same period in 2010. This discussion should
be read in conjunction with the interim consolidated financial statements and related notes
included herein.
Introduction:
Juniata Valley Financial Corp. is a Pennsylvania corporation organized in 1983 to become the
holding company of The Juniata Valley Bank. The Bank is a state-chartered bank headquartered in
Mifflintown, Pennsylvania. Juniata Valley Financial Corp. and its subsidiary bank derive
substantially all of their income from banking and bank-related services, including interest earned
on residential real estate, commercial mortgage, commercial and consumer loans,
interest earned on investment securities and fee income from deposit services and other financial
services to its customers through 12 locations in central Pennsylvania. Juniata Valley Financial
Corp. also owns 39.16% of the First National Bank of Liverpool (Liverpool), located in Liverpool,
Pennsylvania. The Corporation accounts for Liverpool as an unconsolidated subsidiary using the
equity method of accounting.
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Table of Contents
Financial Condition:
As of March 31, 2011, total assets increased by $9.0 million, or 2.1%, as compared to December 31,
2010. Deposits increased by $9.6 million, with interest-bearing deposits increasing by $8.1
million, and non-interest bearing deposits increasing by $1.5 million.
The table below shows changes in deposit volumes by type of deposit (in thousands of dollars)
between December 31, 2010 and March 31, 2011.
March 31, | December 31, | Change | ||||||||||||||
2011 | 2010 | $ | % | |||||||||||||
Deposits: |
||||||||||||||||
Demand, non-interest bearing |
$ | 62,219 | $ | 60,696 | $ | 1,523 | 2.5 | % | ||||||||
NOW and money market |
88,761 | 81,378 | 7,383 | 9.1 | % | |||||||||||
Savings |
49,161 | 47,112 | 2,049 | 4.3 | % | |||||||||||
Time deposits, $100,000 and more |
35,669 | 34,099 | 1,570 | 4.6 | % | |||||||||||
Other time deposits |
150,607 | 153,505 | (2,898 | ) | (1.9 | %) | ||||||||||
Total deposits |
$ | 386,417 | $ | 376,790 | $ | 9,627 | 2.6 | % | ||||||||
Overall, loans, net of unearned interest decreased by $652,000, between December 31, 2010 and
March 31, 2011. As shown in the table below (in thousands of dollars), the net decrease in
outstanding loans since December 31, 2010 resulted primarily from decreases in consumer real estate
and home equity loans, partially offset by increases in commercial and construction loans.
March 31, | December 31, | Change | ||||||||||||||
2011 | 2010 | $ | % | |||||||||||||
Loans: |
||||||||||||||||
Commercial, financial and agricultural |
$ | 37,660 | $ | 32,841 | $ | 4,819 | 14.7 | % | ||||||||
Real estate commercial |
43,610 | 44,185 | (575 | ) | (1.3 | %) | ||||||||||
Real estate construction |
12,096 | 11,028 | 1,068 | 9.7 | % | |||||||||||
Real estate mortgage |
139,282 | 142,608 | (3,326 | ) | (2.3 | %) | ||||||||||
Home equity |
43,866 | 46,325 | (2,459 | ) | (5.3 | %) | ||||||||||
Obligations of states and political |
||||||||||||||||
subdivisions |
12,692 | 10,960 | 1,732 | 15.8 | % | |||||||||||
Personal |
8,244 | 10,155 | (1,911 | ) | (18.8 | %) | ||||||||||
Total loans |
$ | 297,450 | $ | 298,102 | $ | (652 | ) | (0.2 | %) | |||||||
A summary of the activity in the allowance for loan losses for each of the three months ended
March 31, 2011 and 2010 (in thousands) are presented below.
Periods Ended March 31, | ||||||||
2011 | 2010 | |||||||
Balance of allowance January 1 |
$ | 2,824 | $ | 2,719 | ||||
Loans charged off |
(20 | ) | (145 | ) | ||||
Recoveries of loans previously charged off |
9 | 4 | ||||||
Net charge-offs |
(11 | ) | (141 | ) | ||||
Provision for loan losses |
88 | 285 | ||||||
Balance of allowance end of period |
$ | 2,901 | $ | 2,863 | ||||
Ratio of net charge-offs during period to average loans outstanding |
0.004 | % | 0.045 | % | ||||
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As of March 31, 2011, the Corporation evaluated its large commercial loan relationships and
other significant loans for impairment. Of the eight loan relationships considered to be impaired
that were evaluated by management, there is one loan relationship with respect to which management
determined that it is probable that principal and interest will not be collected in full. This loan
relationship has an aggregate outstanding balance of $2,136,000. The amount of impairment estimated
for these collateral-dependent loans included in the loan relationship is $570,000 and a specific
allocation has been included within the loan loss reserve for these loans, adjusting the carrying
value of these loans to the fair value of $1,566,000. Management believes that the specific reserve
is adequate to cover potential future losses related to this relationship. Other loans evaluated
for impairment have an aggregate outstanding balance of $4,713,000, but it has been determined that
there is sufficient collateral to expect full repayment, and no impairment charge has been
recorded. Otherwise, there are no material loans classified for regulatory purposes as loss,
doubtful, substandard, or special mention which management expects to significantly impact future
operating results, liquidity or capital resources. Following is a summary of the Banks
non-performing loans on March 31, 2011 as compared to December 31, 2010.
(Dollar amounts in thousands) | March 31, 2011 | December 31, 2010 | ||||||
Non-performing loans |
||||||||
Nonaccrual loans |
$ | 5,886 | $ | 5,964 | ||||
Accruing loans past due 90 days or more |
418 | 1,007 | ||||||
Restructured loans |
| | ||||||
Total |
$ | 6,304 | $ | 6,971 | ||||
Average loans outstanding |
$ | 296,257 | $ | 307,228 | ||||
Ratio of non-performing loans to
average loans outstanding |
2.13 | % | 2.27 | % |
Stockholders equity decreased by $73,000, or 0.1%, from December 31, 2010 to March 31, 2011.
Net income of $1,239,000 increased stockholders equity, while dividends paid of $894,000 and cash
used to purchase Corporation stock into treasury of $331,000 reduced the Corporations capital
position. The Corporation repurchased stock into treasury pursuant to its stock repurchase program.
During the first three months of 2011, the Corporation purchased 19,500 shares. Securities
available for sale decreased in market value, representing a decrease to equity of $119,000, net of
taxes while accounting for stock-based compensation activity increased equity by $6,000. An
adjustment of $26,000 was made to equity to record the amortization of net periodic pension costs
of the Corporations defined benefit retirement plan.
Management is not aware of any current recommendations of applicable regulatory authorities that,
if implemented, would have a material effect on the Corporations liquidity, capital resources, or
operations.
Subsequent to March 31, 2011, the following events took place:
On April 19, 2011, the Board of Directors declared a regular cash dividend for the second quarter
of 2011 of $0.21 per share to shareholders of record on May 16, 2011, payable on June 1, 2011.
Comparison of the Three Months Ended March 31, 2011 and 2010
Operations Overview:
Net income for the first quarter of 2011 was $1,239,000, an increase of $51,000, or 4.3%, compared
to the first quarter of 2010. Basic and diluted earnings per share were $0.29 in the first quarter
of 2011, representing an increase of 7.4% over the $0.27 earned in the first quarter of 2010.
Annualized return on average equity for the first quarter in 2011 was 9.96%, compared to the ratio
for the same period in the prior year of 9.32%, an increase of 6.9%. For the quarter ended March
31, annualized return on average assets was 1.13% in 2011, versus 1.09% in 2010.
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Presented below are selected key ratios for the two periods:
Three Months Ended | ||||||||
March 31 | ||||||||
2011 | 2010 | |||||||
Return on average assets (annualized) |
1.13 | % | 1.09 | % | ||||
Return on average equity (annualized) |
9.96 | % | 9.32 | % | ||||
Average equity to average assets |
11.39 | % | 11.68 | % | ||||
Non-interest income, excluding securities
gains, as a percentage of average assets
(annualized) |
0.93 | % | 0.93 | % | ||||
Non-interest expense as a percentage of
average assets (annualized) |
2.91 | % | 2.88 | % |
The discussion that follows explains changes in the components of net income when comparing
the first quarter of 2011 with the first quarter of 2010.
Net Interest Income:
Net interest income was $3,905,000 for the first quarter of 2011, as compared to $3,996,000 in the
same quarter in 2010. Average earning assets grew by 0.5%, while the net interest margin on a fully
tax equivalent basis decreased by 15 basis points.
Interest on loans decreased $444,000, or 8.8%, in the first quarter of 2011 as compared to the same
period in 2010. An average weighted interest rate decrease of 25 basis points lowered interest
income by approximately $167,000, with the remaining decrease attributable to a lower volume of
loans.
Interest earned on investment securities and money market investments decreased $22,000 in the
first quarter of 2011 as compared to 2010, with average balances increasing $19.2 million during
the period. The yield on money market investments (federal funds and interest bearing deposits)
decreased by 23 basis points in the first quarter of 2011 as compared to the first quarter of 2010,
due to the reduction in rates earned on interest bearing balances with other financial
institutions. Likewise, the overall pre-tax yield on the investment securities portfolio decreased
during that same timeframe by 57 basis points.
Average interest-bearing deposits and securities sold under agreements to repurchase decreased by
$666,000, while average non-interest bearing deposits grew by $6,678,000. This change in the mix of
deposits, in addition to the lower general rate environment, contributed to the reduction in the
cost to fund earning assets, which was reduced by 39 basis points, to 1.21%, in the first quarter
of 2011.
Total average earning assets during the first quarter of 2011 were $397,510,000, compared to
$395,687,000 during the first quarter of 2010, yielding 5.14% in 2011 versus 5.65% in 2010. Funding
costs for the earning assets were 1.21% and 1.60% for the first quarters of 2011 and 2010,
respectively. Net interest margin on a fully tax-equivalent basis for the first quarter of 2011 was
4.12%. For the same period in 2010, the fully-tax equivalent net interest margin was 4.27%.
Provision for Loan Losses:
In the first quarter of 2011, the provision for loan losses was $88,000, as compared to a provision
of $285,000 in the first quarter of 2010. Management regularly reviews the adequacy of the loan
loss reserve and makes assessments as to specific loan impairment, historical charge-off
expectations, general economic conditions in the Banks market area, specific loan quality and
other factors. The decreased provision was primarily the result of analysis of the values of
collateral securing non-performing and impaired loans as well as the reduction in overall
outstanding loan balances.
Non-interest Income:
Non-interest income in the first quarter of 2011 was $1,024,000, essentially the same as the
$1,023,000 in the first quarter of 2010.
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Table of Contents
Trust fee income was $7,000, or 5.8%, less in the first quarter of 2011 as compared to the first
quarter of 2010, and commissions from sales of non-deposit products in the first quarter of 2011
were 7.3%, or $7,000, higher than in the same quarter of the previous year.
Customer service fees declined by $70,000, or 18.3%, in the first quarter of 2011 compared to the
same period in 2010 as a direct result of regulations enacted in July of 2010 that prohibit banks
from charging certain fees for services provided to customers that overdraw deposit accounts.
Sales of properties carried as other real estate generated net gains of $15,000 in the first
quarter of 2011, as compared to a net loss of $1,000 during the same period one year earlier. An
increase in fees derived from electronic payment activity through the use of debit cards was
primarily responsible for the increase in other noninterest income in the first quarter of 2011
compared to the first quarter of 2010.
As a percentage of average assets, annualized non-interest income, exclusive of net gains on the
sale of securities, was 0.93% in both the first quarter periods of 2011 and 2010.
Non-interest Expense:
Total non-interest expense increased $33,000, or 1.0%, in the first quarter of 2011 as compared to
2010.
Employee compensation expense and employee benefits combined for a total of $1,656,000 in the first
quarter of 2011, representing a decrease in expense of $46,000 when compared to the first quarter
of 2010. Temporary staffing reductions, coupled with reductions in costs for medical insurance and
net periodic expense for the Corporations defined benefit plan were responsible for the variance.
Occupancy and equipment expense increased by a combined total of $46,000, or 13.1%, in the first
quarter of 2011 as compared to the first quarter of 2010, due to higher utility costs, fixed asset
additions and facilities maintenance. Data processing expenses in the first quarter of 2011 were
less than in the first quarter of 2010 by $43,000, resulting from cost benefits realized from the
major data processing conversion that took place in the second quarter of 2010. Professional fees
were 49.5%, or $46,000, greater in the first quarter of 2011 as compared to the first quarter of
2010, due to some fees incurred for consulting services that occur infrequently. The increase in
other noninterest expense of $57,000 was primarily due to the costs associated with maintaining
foreclosed assets, such as legal fees and delinquent real estate taxes.
As a percentage of average assets, annualized non-interest expense was 2.91% in the first quarter
of 2011 as compared to 2.88% in the same period of 2010, an increase of 3 basis points.
Provision for income taxes:
Income tax expense in the first quarter of 2011 was $23,000, or 5.7%, higher than in the same time
period in 2010. The effective tax rate in the first quarter of 2011 was 25.5% versus 25.2% in 2010.
Liquidity:
The objective of liquidity management is to ensure that sufficient funding is available, at a
reasonable cost, to meet the ongoing operational cash needs of the Corporation and to take
advantage of income producing opportunities as they arise. While the desired level of liquidity
will vary depending upon a variety of factors, it is the primary goal of the Corporation to
maintain a high level of liquidity in all economic environments. Principal sources of asset
liquidity are provided by securities maturing in one year or less, other short-term investments
such as federal funds sold and cash and due from banks. Liability liquidity, which is more
difficult to measure, can be met by attracting deposits and maintaining the core deposit base. The
Corporation is a member of the Federal Home Loan Bank of Pittsburgh for the purpose of providing
short-term liquidity when other sources are unable to fill these needs. During the first three
months of 2011, there were no borrowings from the Federal Home Loan Bank. As of March 31, 2011, the
Corporation had no long-term debt and had unused borrowing capacity with the Federal Home Loan Bank
of $158 million.
Funding derived from securities sold under agreements to repurchase (accounted for as
collateralized financing transactions) is available through corporate cash management accounts for
business customers. This product gives the Corporation the ability to pay interest on corporate
checking accounts.
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Table of Contents
In view of the sources previously mentioned, management believes that the Corporations liquidity
is capable of providing the funds needed to meet loan demand.
Off-Balance Sheet Arrangements:
The Corporations consolidated financial statements do not reflect various off-balance sheet
arrangements that are made in the normal course of business, which may involve some liquidity risk,
credit risk, and interest rate risk. These commitments consist mainly of loans approved but not
yet funded, unused lines of credit and letters of credit issued using the same credit standards as
on-balance sheet instruments. Commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the commitment terms. Letters of
credit are conditional commitments issued to guarantee the financial performance obligation of a
customer to a third party. Unused commitments and letters of credit at March 31, 2011 were
$22,382,000 and $835,000, respectively. Because these instruments have fixed maturity dates, and
because many of them will expire without being drawn upon, they do not generally present any
significant liquidity risk to the Corporation. Management believes that any amounts actually drawn
upon can be funded in the normal course of operations. The Corporation has no investment in or
financial relationship with any unconsolidated entities that are reasonably likely to have a
material effect on liquidity or the availability of capital resources.
Interest Rate Sensitivity:
Interest rate sensitivity management is the responsibility of the Asset/Liability Management
Committee. This process involves the development and implementation of strategies to maximize net
interest margin, while minimizing the earnings risk associated with changing interest rates.
Traditional gap analysis identifies the maturity and re-pricing terms of all assets and
liabilities. A simulation analysis is used to assess earnings and capital at risk from movements in
interest rates. See Item 3 for a description of the complete simulation process and results.
Capital Adequacy:
Bank regulatory authorities in the United States issue risk-based capital standards. These capital
standards relate a banking companys capital to the risk profile of its assets and provide the
basis by which all banking companies and banks are evaluated in terms of capital adequacy. The
risk-based capital standards require all banks to have Tier 1 capital of at least 4% and total
capital, including Tier 1 capital, of at least 8% of risk-adjusted assets. Tier 1 capital includes
common stockholders equity and qualifying perpetual preferred stock together with related
surpluses and retained earnings. Total capital is comprised of Tier 1 capital, limited life
preferred stock, qualifying debt instruments, and the reserves for possible loan losses. Banking
regulators have also issued leverage ratio requirements. The leverage ratio requirement is measured
as the ratio of Tier 1 capital to adjusted average assets. At March 31, 2011, the Bank exceeded the
regulatory requirements to be considered a well capitalized financial institution, i.e., a
leverage ratio exceeding 5%, Tier 1 capital exceeding 6% and total capital exceeding 10%.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Market risk is the exposure to economic loss that arises from changes in the values of certain
financial instruments. The types of market risk exposures generally faced by financial institutions
include equity market price risk, interest rate risk, foreign currency risk and commodity price
risk. Due to the nature of its operations, only equity market price risk and interest rate risk are
significant to the Corporation.
Equity market price risk is the risk that changes in the values of equity investments could have a
material impact on the financial position or results of operations of the Corporation. The
Corporations equity investments consist of common stocks of publicly traded financial
institutions.
Recent declines and volatility in the values of financial institution stocks have significantly
reduced the likelihood of realizing significant gains in the near-term. Although the Corporation
has realized occasional gains from this portfolio in the past, the primary objective of the
portfolio is to achieve value appreciation in the long term while earning
consistent attractive after-tax yields from dividends. The carrying value of the financial
institutions stocks accounted for 0.2% of the Corporations total assets as of March 31, 2011.
Management performs an impairment analysis on the entire investment portfolio, including the
financial institutions stocks, on a quarterly basis. As of March 31, 2011, no
other-than-temporary impairment was identified. There is no assurance that further declines in
market values of the common stock portfolio in the future will not result in other-than-temporary
impairment charges, depending upon facts and circumstances present.
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Table of Contents
The equity investments in the Corporations portfolio had an adjusted cost basis of approximately
$935,000 and a fair value of $983,000 at March 31, 2011. Net unrealized gains in this portfolio
were approximately $49,000 at March 31, 2011.
In addition to its equity portfolio, the Corporations investment management and trust services
revenue could be impacted by fluctuations in the securities markets. A portion of the Corporations
trust revenue is based on the value of the underlying investment portfolios. If securities values
decline, the Corporations trust revenue could be negatively impacted.
Interest rate risk creates exposure in two primary areas. First, changes in rates have an impact on
the Corporations liquidity position and could affect its ability to meet obligations and continue
to grow. Second, movements in interest rates can create fluctuations in the Corporations net
interest income and changes in the economic value of equity.
The primary objective of the Corporations asset-liability management process is to maximize
current and future net interest income within acceptable levels of interest rate risk while
satisfying liquidity and capital requirements. Management recognizes that a certain amount of
interest rate risk is inherent, appropriate and necessary to ensure profitability. A simulation
analysis is used to assess earnings and capital at risk from movements in interest rates. The model
considers three major factors of (1) volume differences, (2) repricing differences, and (3) timing
in its income simulation. As of the most recent model run, data was disseminated into appropriate
repricing buckets, based upon the static position at that time. The interest-earning assets and
interest-bearing liabilities were assigned a multiplier to simulate how much that particular
balance sheet item would re-price when interest rates change. Finally, the estimated timing effect
of rate changes is applied, and the net interest income effect is determined on a static basis (as
if no other factors were present). As the table below indicates, based upon rate shock simulations
on a static basis, the Corporations balance sheet is relatively rate-neutral as rates decline.
Each 100 basis point increase results in approximately $351,000 decline in net interest income in
the static environment. This negative effect of rising rates is offset to a large degree by the
positive effect of imbedded options that include loans floating above their floors and likely
internal deposit pricing strategies. After applying the effects of options, over a one-year period,
the net effect of an immediate 100, 200, 300 and 400 basis point rate increase would change net
interest income by $(27,000), $(25,000), $(856,000) and $(906,000), respectively. Rate shock
modeling was done for a declining rate of 25 basis points only, as the federal funds target rate
currently is between zero and 0.25%. As the table below indicates, the net effect of interest rate
risk on net interest income is essentially neutral in a rising rate environment through a 200 basis
point increase. Juniatas rate risk policies provide for maximum limits on net interest income that
can be at risk for 100 through 400 basis point changes in interest rates.
Effect of Interest Rate Risk on Net Interest Income
(Dollars in thousands)
(Dollars in thousands)
Change in Net | Change in Net | |||||||||||
Change in | Interest Income | Interest Income | Total Change in | |||||||||
Interest Rates | Due to Interest | Due to Imbedded | Net Interest | |||||||||
(Basis Points) | Rate Risk (Static) | Options | Income | |||||||||
400 |
$ | (1,404 | ) | $ | 498 | $ | (906 | ) | ||||
300 |
(1,053 | ) | 197 | (856 | ) | |||||||
200 |
(702 | ) | 677 | (25 | ) | |||||||
100 |
(351 | ) | 324 | (27 | ) | |||||||
0 |
| | | |||||||||
-25 |
87 | (47 | ) | 40 |
The net interest income at risk position remained within the guidelines established by the
Corporations asset/liability policy.
No material change has been noted in the Banks equity value at risk. Please refer to the Annual
Report on Form 10-K as of December 31, 2010 for further discussion of this topic.
30
Table of Contents
Item 4. | Controls and Procedures |
Disclosure Controls and Procedures
As of March 31, 2011, the Corporation carried out an evaluation, under the supervision and with the
participation of the Corporations management, including the Corporations Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to the Securities Exchange Act of 1934 (Exchange Act), Rule
13a-15(e). Disclosure controls and procedures are controls and procedures that are designed to
ensure that information required to be disclosed in Corporation reports filed or submitted under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commissions rules and forms. These controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be
disclosed by an issuer in the reports that it files under the Exchange Act is accumulated and
communicated to the issuers management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate, to allow timely decisions
regarding required disclosure. Based upon that evaluation, the Corporations Chief Executive
Officer and Chief Financial Officer concluded that the Corporations disclosure controls and
procedures were effective as of the end of the period covered by this quarterly report.
It should be noted that any system of controls, however well designed and operated, can provide
only reasonable, and not absolute, assurance that the objectives of the system are met. In
addition, the design of any control system is based in part upon certain assumptions about the
likelihood of future events. Because of these and other inherent limitations of control systems,
there can be no assurance that any design will succeed in achieving its stated goals under all
potential conditions, regardless of how remote.
Attached as Exhibits 31 and 32 to this quarterly report are certifications of the Chief Executive
Officer and the Chief Financial Officer required in accordance with Rule 13a-14(a) of the Exchange
Act. This portion of the Corporations quarterly report includes the information concerning the
controls evaluation referred to in the certifications and should be read in conjunction with the
certifications for a more complete understanding of the topics presented.
Changes in Internal Control Over Financial Reporting
There were no significant changes in the Corporations internal control over financial reporting
since December 31, 2010.
PART II OTHER INFORMATION
Item 1. | LEGAL PROCEEDINGS |
In the opinion of management of the Corporation, there are no legal proceedings
pending to which the Corporation or its subsidiary is a party or to which its
property is subject, which, if determined adversely to the Corporation or its
subsidiary, would be material in relation to the Corporations or its subsidiarys
financial condition. There are no proceedings pending other than ordinary routine
litigation incident to the business of the Corporation or its subsidiary. In
addition, no material proceedings are pending or are known to be threatened or
contemplated against the Corporation or its subsidiary by government authorities. |
Item 1A. | RISK FACTORS |
There have been no material changes to the risk factors that were disclosed in the
Corporations Annual Report on Form 10-K for the year ended December 31, 2010. |
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Item 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
The following table provides information on repurchases by the Corporation of its
common stock in each month of the quarter ended March 31, 2011: |
Total Number of | ||||||||||||||||
Shares Purchased as | Maximum Number of | |||||||||||||||
Total Number | Average | Part of Publicly | Shares that May Yet Be | |||||||||||||
of Shares | Price Paid | Announced Plans or | Purchased Under the | |||||||||||||
Period | Purchased | per Share | Programs | Plans or Programs (1) | ||||||||||||
January 1-31, 2011 |
| $ | | | 122,036 | |||||||||||
February 1-28, 2011 |
3,000 | 16.95 | 3,000 | 119,036 | ||||||||||||
March 1-31, 2011 |
16,500 | 16.95 | 16,500 | 102,536 | ||||||||||||
Totals |
19,500 | 19,500 | 102,536 | |||||||||||||
(1) | On March 23, 2001, the Corporation announced plans to buy back 100,000
(200,000 on a post-split basis) shares of its common stock. There is no expiration
date to this buyback plan, but subsequent to the initial plan, the Board of
Directors authorized the repurchase of 400,000 additional shares in 2005 and then
authorized 200,000 additional shares in September of 2008. As of May 9, 2011, the
number of shares that may yet be purchased under the program was 102,536. No
repurchase plan or program expired during the period covered by the table. The
Corporation has no stock repurchase plan or program that it has determined to
terminate prior to expiration or under which it does not intend to make further
purchases. |
Item 3. | DEFAULTS UPON SENIOR SECURITIES |
Not applicable
Item 4. | (Removed and Reserved) |
Item 5. | OTHER INFORMATION |
None
Item 6. | EXHIBITS |
3.1 | | Amended and Restated Articles of Incorporation (incorporated
by reference to Exhibit 4.1 to the Corporations Form S-3 Registration
Statement No. 333-129023 filed with the SEC on October 14, 2005) |
||||
3.2 | | Bylaws (incorporated by reference to Exhibit 3.2 to the
Corporations report on Form 8-K filed with the SEC on December 21, 2007) |
||||
10.1 | | 2004 Executive Annual Incentive Plan
(incorporated by reference to Exhibit 10.15 to the
Corporations report on Form 10-K filed with the SEC
on March 16, 2005)
10.2 Exhibits A-B to 2004 Executive Annual
Incentive Plan (incorporated by reference to Exhibit
10.1 to the Corporations report on Form 8-K filed
with the SEC on March 9, 2011) |
||||
31.1 | | Rule 13a 14(a)/15d 14(a) Certification of President and
Chief Executive Officer |
||||
31.2 | | Rule 13a 14(a)/15d 14(a) Certification of Chief
Financial Officer |
||||
32.1 | | Section 1350 Certification of President and Chief Executive
Officer |
||||
32.2 | | Section 1350 Certification of Chief Financial Officer |
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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.
Juniata Valley Financial Corp. (Registrant) |
||||
Date 05-09-2011 | By | /s/ Marcie A. Barber | ||
Marcie A. Barber, President and | ||||
Chief Executive Officer (Principal Executive Officer) |
||||
Date 05-09-2011 | By | /s/ JoAnn N. McMinn | ||
JoAnn N. McMinn, Chief Financial | ||||
Officer (Principal Accounting
Officer and Principal Financial Officer ) |
33