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REPUBLIC FIRST BANCORP INC - Quarter Report: 2013 June (Form 10-Q)

republicfirst10q.htm
 
 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
[ X ]
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2013.
or
[     ]
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ____ to ____.
 
Commission File Number:  000-17007
 
Republic First Bancorp, Inc.
(Exact name of registrant as specified in its charter)

Pennsylvania
23-2486815
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
50 South 16th Street, Philadelphia, Pennsylvania
19102
(Address of principal executive offices)
(Zip code)
 
215-735-4422
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES  [X]
NO  [  ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES  [X ]
NO  [  ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer    [   ]
Accelerated filer     [   ]
Non-Accelerated filer   [   ]
(Do not check if a smaller reporting company)
Smaller reporting company    [X]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
YES  [  ]  NO   [X]
     
APPLICABLE ONLY TO CORPORATE ISSUERS
 
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, par value $0.01 per share
25,972,897
Title of Class
Number of Shares Outstanding as of August 9, 2013
 
 
 
 
 
 

 

 
 
REPUBLIC FIRST BANCORP, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
     
Part I:  Financial Information
Page
     
Item 1.
Financial Statements
 
 
 
Consolidated balance sheets as of June 30, 2013 and December 31, 2012 (unaudited)
 
 
Consolidated statements of income for the three and six months ended June 30, 2013 and 2012 (unaudited)
 
 
 
 
  Consolidated statements of comprehensive income (loss) for the three and six months ended June, 2013 and 2012 (unaudited)  3
 
Consolidated statements of cash flows for the six months ended June 30, 2013 and 2012 (unaudited)
 
 
Consolidated statements of changes in shareholders’ equity for the six months ended June 30, 2013 and 2012 (unaudited)
 
 
 
Notes to consolidated financial statements (unaudited)
 
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
     
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
     
Item 4.
Controls and Procedures
     
Part II:  Other Information
 
     
Item 1.
Legal Proceedings
     
Item 1A.
Risk Factors
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
     
Item 3.
Defaults Upon Senior Securities
     
Item 4.
Mine Safety Disclosures
     
Item 5.
Other Information
     
Item 6.
Exhibits
     
Signatures
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
Republic First Bancorp, Inc. and Subsidiaries
Consolidated Balance Sheets
June 30, 2013 and December 31, 2012
(Dollars in thousands, except per share data)
(unaudited)
 
   
June 30, 2013
   
December 31, 2012
 
ASSETS
           
Cash and due from banks
  $ 8,934     $ 9,097  
Interest bearing deposits with banks
    47,850       118,907  
    Cash and cash equivalents
    56,784       128,004  
                 
Investment securities available for sale, at fair value
    184,371       189,259  
Investment securities held to maturity, at amortized cost (fair value of $69 and $69, respectively)
    68       67  
Restricted stock, at cost
    2,326       3,816  
Loans held for sale
    282       82  
Loans receivable (net of allowance for loan losses of $9,332 and $9,542, respectively)
    628,401       608,359  
Premises and equipment, net
    21,232       21,976  
Other real estate owned, net
    6,584       8,912  
Accrued interest receivable
    2,969       3,128  
Bank owned life insurance
    -       10,490  
Other assets
    16,649       14,565  
    Total Assets
  $ 919,666     $ 988,658  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Liabilities
               
Deposits
               
   Demand – non-interest bearing
  $ 143,485     $ 145,407  
   Demand – interest bearing
    180,802       180,440  
   Money market and savings
    408,355       440,120  
   Time deposits
    88,210       123,234  
       Total Deposits
    820,852       889,201  
Accrued interest payable
    522       301  
Other liabilities
    6,448       6,778  
Subordinated debt
    22,476       22,476  
    Total Liabilities
    850,298       918,756  
                 
Shareholders’ Equity
               
Preferred stock, par value $0.01 per share: 10,000,000 shares authorized; no shares issued
    -       -  
Common stock, par value $0.01 per share: 50,000,000 shares authorized; shares issued 26,501,742
    265       265  
Additional paid in capital
    106,908       106,753  
Accumulated deficit
    (32,225 )     (34,228 )
Treasury stock at cost (416,303 shares)
    (3,099 )     (3,099 )
Stock held by deferred compensation plan
    (809 )     (809 )
Accumulated other comprehensive income (loss)
    (1,672 )     1,020  
    Total Shareholders’ Equity
    69,368       69,902  
    Total Liabilities and Shareholders’ Equity
  $ 919,666     $ 988,658  
 
(See notes to consolidated financial statements)




 
1

 
 
 
Republic First Bancorp, Inc. and Subsidiaries
Consolidated Statements of Income
For the Three and Six Months Ended June 30, 2013 and 2012
(Dollars in thousands, except per share data)
 (unaudited)
 
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2013
   
2012
   
2013
   
2012
 
Interest income:
                       
Interest and fees on taxable loans
  $ 7,991     $ 8,114     $ 15,828     $ 16,134  
Interest and fees on tax-exempt loans
    89       65       180       135  
Interest and dividends on taxable investment securities
    1,043       1,269       2,090       2,538  
Interest and dividends on tax-exempt investment securities
    48       117       121       233  
Interest on federal funds sold and other interest-earning assets
    44       84       103       185  
Total interest income
    9,215       9,649       18,322       19,225  
Interest expense:
                               
Demand- interest bearing
    207       185       402       356  
Money market and savings
    428       722       930       1,585  
Time deposits
    204       433       483       1,014  
Other borrowings
    278       284       556       569  
Total interest expense
    1,117       1,624       2,371       3,524  
Net interest income
    8,098       8,025       15,951       15,701  
Provision (credit) for loan losses
    925       500       925       (250)  
Net interest income after provision (credit) for loan losses
    7,173       7,525       15,026       15,951  
Non-interest income:
                               
Loan advisory and servicing fees
    436       329       774       540  
Gain on sales of SBA loans
    2,107       1,110       2,757       2,196  
Service fees on deposit accounts
    265       226       499       436  
Legal settlements
    -       -       238       105  
Gain on sale of investment securities
    -       774       703       774  
Other-than-temporary impairment losses
    -       (16)       -       (33)  
Portion recognized in other comprehensive income (before taxes)
    -       2       -       2  
     Net impairment loss on investment securities
    -       (14)       -       (31)  
Bank owned life insurance income
    -       16       13       35  
Other non-interest income
    62       58       129       90  
Total non-interest income
    2,870       2,499       5,113       4,145  
Non-interest expenses:
                               
 Salaries and employee benefits
    4,503       3,963       8,790       8,097  
 Occupancy
    876       872       1,720       1,716  
 Depreciation and amortization
    472       506       955       1,024  
 Legal
    503       898       867       1,787  
 Other real estate owned
    109       104       1,026       202  
 Advertising
    117       100       218       150  
 Data processing
    307       311       415       575  
 Insurance
    153       176       311       310  
 Professional fees
    359       298       682       591  
 Regulatory assessments and costs
    241       351       585       689  
 Taxes, other
    253       277       503       537  
 Other operating expenses
    1,163       1,154       2,114       2,168  
Total non-interest expense
    9,056       9,010       18,186       17,846  
Income before provision (benefit) for income taxes
    987       1,014       1,953       2,250  
Provision (benefit) for income taxes
    (24)       7       (50)       (62)  
Net income
  $ 1,011     $ 1,007     $ 2,003     $ 2,312  
Net income per share:
                               
Basic
  $ 0.04     $ 0.04     $ 0.08     $ 0.09  
Diluted
  $ 0.04     $ 0.04     $ 0.08     $ 0.09  
 
(See notes to consolidated financial statements)
 
 
 
2

 
 
 
Republic First Bancorp, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
For the Three and Six Months Ended June 30, 2013 and 2012
(Dollars in thousands)
(unaudited)
 
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
    2013    
2012
   
2013
   
2012
 
                         
Net income
  $ 1,011     $ 1,007     $ 2,003     $ 2,312  
                                 
Other comprehensive income (loss), net of tax
                               
Unrealized gain (loss) on securities (pre-tax $(3,504), $376, $(3,498), and $605, respectively)
    (2,246 )     241       (2,242 )     388  
Reclassification adjustment for securities gains (pre-tax $-, $774, $703, and $774, respectively)
    -       (503 )     (450 )     (503 )
Reclassification adjustment for impairment charge (pre-tax $-, $14, $-, and $31, respectively)
    -       9       -       20  
              (253 )                
Total other comprehensive loss
    (2,246 )     (2,692 )     (95 )
                                 
Total comprehensive income (loss)
  $ (1,235 )   $ 754     $ (689 )   $ 2,217  
 
 (See notes to consolidated financial statements)






 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
3

 
 

Republic First Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2013 and 2012
(Dollars in thousands)
(unaudited)
 
   
Six Months Ended June 30,
 
   
2013
   
2012
 
Cash flows from operating activities
           
Net income
  $ 2,003     $ 2,312  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Provision (credit) for loan losses
    925       (250 )
(Gain) loss on sale of other real estate owned
    (229 )     10  
Write down of other real estate owned
    809       -  
Depreciation and amortization
    955       1,024  
Stock based compensation
    155       192  
Gain on sale and call of investment securities
    (703 )     (774 )
Impairment charges on investment securities
    -       31  
Amortization of premiums on investment securities
    380       160  
Proceeds from sales of SBA loans originated for sale
    27,410       23,066  
SBA loans originated for sale
    (24,853 )     (20,920 )
Gains on sales of SBA loans originated for sale
    (2,757 )     (2,196 )
Increase in value of bank owned life insurance
    (13 )     (35 )
Increase in accrued interest receivable and other assets
    (416 )     (823 )
Decrease in accrued interest payable and other liabilities
    (109 )     (74 )
Net cash provided by operating activities
    3,557       1,723  
                 
Cash flows from investing activities
               
Purchase of investment securities available for sale
    (25,289 )     (40,902 )
Proceeds from the sale of securities available for sale
    7,946       22,590  
Proceeds from the maturity or call of securities available for sale
    18,352       13,265  
Proceeds from the maturity or call of securities held to maturity
    -       74  
Proceeds from redemption of FHLB stock
    1,490       505  
Net increase in loans
    (21,213 )     (17,836 )
Net proceeds from sale of other real estate owned
    1,994       334  
Surrender proceeds on bank owned life insurance
    10,503       -  
Premises and equipment expenditures
    (211 )     (289 )
Net cash used in investing activities
    (6,428 )     (22,259 )
                 
Cash flows from financing activities
               
Net decrease in demand, money market and savings deposits
    (33,325 )     (40,072 )
Net decrease in time deposits
    (35,024 )     (71,225 )
Net cash used in financing activities
    (68,349 )     (111,297 )
                 
Net decrease in cash and cash equivalents
    (71,220 )     (131,833 )
Cash and cash equivalents, beginning of year
    128,004       230,955  
Cash and cash equivalents, end of period
  $ 56,784     $ 99,122  
                 
Supplemental disclosures:
               
Interest paid
  $ 2,150     $ 3,820  
Income taxes paid
  $ 175     $ -  
Non-cash transfers from loans to other real estate owned
  $ 246     $ -  

(See notes to consolidated financial statements)
 
 
 
 
 
4

 


Republic First Bancorp, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
For the Six Months Ended June 30, 2013 and 2012
(Dollars in thousands)
(unaudited)
 
   
Common 
Stock
   
Additional 
Paid in 
Capital
   
Accumulated Deficit
   
Treasury
Stock
   
Stock Held by
Deferred Compensation
Plan
   
Accumulated
Other Comprehensive
Income (Loss)
   
Total Shareholders’ Equity
 
                                           
Balance January 1, 2013
  $ 265     $ 106,753     $ (34,228 )   $ (3,099 )   $ (809 )   $ 1,020     $ 69,902  
                                                         
Net income
                    2,003                               2,003  
Other comprehensive loss, net of tax
                                            (2,692 )     (2,692 )
Stock based compensation
            155                                       155  
                                                         
Balance June 30,  2013
  $ 265     $ 106,908     $ (32,225 )   $ (3,099 )   $ (809 )   $ (1,672 )   $ 69,368  
                                                         
                                                         
Balance January 1, 2012
  $ 265     $ 106,383     $ (37,842 )   $ (3,099 )   $ (809 )   $ (47 )   $ 64,851  
                                                         
Net income
                    2,312                               2,312  
Other comprehensive loss, net of tax
                                            (95 )     (95 )
Stock based compensation
            192                                       192  
                                                         
Balance June 30, 2012
  $ 265     $ 106,575     $ (35,530 )   $ (3,099 )   $ (809 )   $ (142 )   $ 67,260  

(See notes to consolidated financial statements)






















 
5

 

 
Republic First Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)

Note 1:  Basis of Presentation

Republic First Bancorp, Inc. (the “Company”) is a corporation incorporated under the laws of the Commonwealth of Pennsylvania and a registered bank holding company.  The Company offers a variety of retail and commercial banking services to individuals and businesses throughout the Greater Philadelphia and Southern New Jersey area through its wholly-owned subsidiary, Republic First Bank (“Republic” or the “Bank”) which does business under the name Republic Bank.  The Company also has three unconsolidated subsidiaries, which are statutory trusts established by the Company in connection with its sponsorship of three separate issuances of trust preferred securities.

The Company and Republic encounter vigorous competition for market share in the geographic areas they serve from bank holding companies, national, regional and other community banks, thrift institutions, credit unions and other non-bank financial organizations, such as mutual fund companies, insurance companies and brokerage companies.
 
The Company and Republic are subject to regulations of certain state and federal agencies. These regulatory agencies periodically examine the Company and Republic for adherence to laws and regulations. As a consequence, the cost of doing business may be affected.
 
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Republic. The Company follows accounting standards set by the Financial Accounting Standards Board (“FASB”).  The FASB sets accounting principles generally accepted in the United States of America (“U.S. GAAP”) that are followed to ensure consistent reporting of financial condition, results of operations, and cash flows.
 
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to United States Securities and Exchange Commission (“SEC”) Form 10-Q and Article 10 of SEC Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for financial statements for a complete fiscal year.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements. The Company has evaluated subsequent events through the date of issuance of the financial data included herein.
 
Note 2:  Summary of Significant Accounting Policies

Risks and Uncertainties

The earnings of the Company depend primarily on the earnings of Republic.  The earnings of Republic are dependent primarily upon the level of net interest income, which is the difference between interest earned on its interest-earning assets, such as loans and investments, and the interest paid on its interest-bearing liabilities, such as deposits and borrowings. Accordingly, the Company’s results of operations are subject to risks and uncertainties surrounding Republic’s exposure to changes in the interest rate environment.

Prepayments on residential real estate mortgage and other fixed rate loans and mortgage-backed securities vary significantly and may cause significant fluctuations in interest margins.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6

 
 
 
Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates are made by management in determining the allowance for loan losses, carrying values of other real estate owned, assessment of other than temporary impairment (“OTTI”) of investment securities, fair value of financial instruments and the realization of deferred income tax assets. Consideration is given to a variety of factors in establishing these estimates.

In estimating the allowance for loan losses, management considers current economic conditions, diversification of the loan portfolio, delinquency statistics, results of internal loan reviews, borrowers’ perceived financial and managerial strengths, the adequacy of underlying collateral, if collateral dependent, or present value of future cash flows, and other relevant factors.  An estimate for the carrying value of other real estate owned is normally determined through appraisals which are updated on a regular basis or through agreements of sale that have been negotiated. Because the allowance for loan losses and carrying value of other real estate owned are dependent, to a great extent, on the general economy and other conditions that may be beyond the Company’s and Republic’s control, the estimates of the allowance for loan losses and the carrying values of other real estate owned could differ materially in the near term.
 
In estimating OTTI of investment securities, securities are evaluated on at least a quarterly basis and more frequently when market conditions warrant such an evaluation, to determine whether a decline in their value is other than temporary.  To determine whether a loss in value is other than temporary, management utilizes criteria such as the reasons underlying the decline, the magnitude and duration of the decline, the intent to hold the security and the likelihood of the Company not being required to sell the security prior to an anticipated recovery in the fair value.  The term “other than temporary” is not intended to indicate that the decline is permanent, but indicates that the prospect for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of investment.  Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized.
 
In evaluating the Company’s ability to recover deferred tax assets, management considers all available positive and negative evidence.   Management also makes assumptions on the amount of future taxable income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies.  These assumptions require management to make judgments that are consistent with the plans and estimates used to manage the Company’s business.  As a result of cumulative losses in the years 2008 through 2011 and the uncertain nature of the current economic environment, the Company has decided to currently exclude future taxable income from its analysis on the ability to recover deferred tax assets and has recorded a valuation allowance against its deferred tax assets.  An increase or decrease in the valuation allowance would result in an adjustment to income tax expense in the period and could have a significant impact on the Company’s future earnings.


Stock-Based Compensation

The Company has a Stock Option and Restricted Stock Plan (“Plan”), under which the Company may grant options, restricted stock or stock appreciation rights to the Company’s employees, directors, and certain consultants.  Under the terms of the Plan, 1.5 million shares of common stock, plus an annual increase equal to the number of shares needed to restore the maximum number of shares that may be available for grant under the Plan to 1.5 million shares, are available for such grants.  As of June 30, 2013, the only grants under the Plan have been option grants.  The Plan provides that the exercise price of each option granted equals the market price of the Company’s stock on the date of the grant.  Any option granted vests within one to five years and has a maximum term of ten years.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7

 

 
The Company utilizes the Black-Scholes option pricing model to calculate the estimated fair value of each stock option granted on the date of the grant.  A summary of the assumptions used in the Black-Scholes option pricing model for 2013 and 2012 are as follows:

   
2013
     
2012
 
Dividend yield(1)
    0.0 %       0.0 %
Expected volatility(2)
 
54.88% to 55.08
%    
53.12% to 54.21
%
Risk-free interest rate(3)
 
1.28% to 2.02
%    
1.01% to 1.61
%
Expected life(4)
 
7.0 years
     
7.0 years
 
 
(1) A dividend yield of 0.0% is utilized because cash dividends have never been paid.
(2) Expected volatility is based on Bloomberg’s seven year volatility calculation for “FRBK” stock.
(3) The risk-free interest rate is based on the seven year Treasury bond.
(4) The expected life reflects a 3 to 4 year vesting period, the maximum ten year term and review of historical behavior.

During the six months ended June 30, 2013 and 2012, 109,787 options and 21,000 options vested, respectively.  Expense is recognized ratably over the period required to vest.  At June 30, 2013, the intrinsic value of the 1,200,280 options outstanding was $344,580, while the intrinsic value of the 288,717 exercisable (vested) options was $38,036. During the six months ended June 30, 2013, 83,500 options were forfeited with a weighted average grant date fair value of $289,015.

Information regarding stock based compensation for the six months ended June 30, 2013 and 2012 is set forth below:
   
2013
     
2012
 
Stock based compensation expense recognized
  $ 155,000       $ 192,000  
Number of unvested stock options
    911,563         845,600  
Fair value of unvested stock options
  $ 1,245,470       $ 1,562,250  
Amount remaining to be recognized as expense
  $ 687,636       $ 638,125  

The remaining amount of $687,636 will be recognized as expense through June 2017.

Earnings per Share

Earnings per share (“EPS”) consist of two separate components: basic EPS and diluted EPS. Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for each period presented. Diluted EPS is calculated by dividing net income by the weighted average number of common shares outstanding plus dilutive common stock equivalents (“CSEs”). CSEs consist of dilutive stock options granted through the Company’s Plan and convertible securities related to the trust preferred securities issued in 2008.  In the diluted EPS computation, the after tax interest expense on the trust preferred securities issuance is added back to the net income. For the three and six months ended June 30, 2013 and 2012, the effect of CSEs (convertible securities related to the trust preferred securities only) and the related add back of after tax interest expense was considered anti-dilutive and therefore was not included in the EPS calculation.




 
 
 
 
 
 
 
 
 
 
 
 
 
 
8

 
 
 
The calculation of EPS for the three and six months ended June, 2013 and 2012 is as follows (in thousands, except per share amounts):
 
     
Three Months Ended June 30,
     
Six Months Ended June 30,
 
     
2013
     
2012
     
2013
     
2012
 
Net income (basic and diluted)
  $ 1,011     $ 1,007     $ 2,003     $ 2,312  
                                 
Weighted average shares outstanding
    25,973       25,973       25,973       25,973  
                                 
Net income per share – basic
  $ 0.04     $ 0.04     $ 0.08     $ 0.09  
                                 
Weighted average shares outstanding (including dilutive CSEs)
    26,103       25,996       26,062       25,988  
                                 
Net income per share – diluted
  $ 0.04     $ 0.04     $ 0.08     $ 0.09  


Recent Accounting Pronouncements

ASU 2013-02

In February 2013, the FASB issued ASU 2013-02, “Reporting of Amounts Reclassified Out of Comprehensive Income.” The amendments in this ASU are intended to improve the reporting of reclassifications out of accumulated other comprehensive income by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required to be reclassified in its entirety to net income.  For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required that provide additional detail about those amounts.  This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account instead of directly to income or expense in the same reporting period.  The ASU was effective for public entities for reporting periods beginning after December 15, 2012 and did not have a material impact on the Company’s financial statements.

Note 3:  Legal Proceedings

The Company and Republic are from time to time parties (plaintiff or defendant) to lawsuits in the normal course of business.  While any litigation involves an element of uncertainty, management is of the opinion that the liability of the Company and Republic, if any, resulting from such actions will not have a material effect on the financial condition or results of operations of the Company and Republic.

Note 4:  Segment Reporting

       The Company has one reportable segment: community banking. The community bank segment primarily encompasses the commercial loan and deposit activities of Republic, as well as consumer loan products in the area surrounding its stores.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9

 


Note 5:  Investment Securities

A summary of the amortized cost and market value of securities available for sale and securities held to maturity at June 30, 2013 and December 31, 2012 is as follows:

 
   
At June 30, 2013
 
(dollars in thousands)
 
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
    Fair
Value
 
Collateralized mortgage obligations
  $ 106,473     $ 588     $ (2,293 )   $ 104,768  
Mortgage-backed securities
    17,647       718       (60 )     18,305  
Municipal securities
    5,360       97       (97 )     5,360  
Corporate bonds
    32,203       773       -       32,976  
Asset-backed securities
    19,416       268       -       19,684  
Trust preferred securities
    5,766       -       (2,604 )     3,162  
Other securities
    115       1       -       116  
Total securities available for sale
  $ 186,980     $ 2,445     $ (5,054 )   $ 184,371  
                                 
U.S. Government agencies
  $ 1     $ -     $ -     $ 1  
Other securities
    67       1       -       68  
Total securities held to maturity
  $ 68     $ 1     $ -     $ 69  
 

   
At December 31, 2012
 
(dollars in thousands)
 
Amortized
Cost
   
Gross Unrealized Gains
   
Gross Unrealized Losses
    Fair
Value
 
Collateralized mortgage obligations
  $ 97,959     $ 1,830     $ (6 )   $ 99,783  
Mortgage-backed securities
    20,626       1,014       -       21,640  
Municipal securities
    11,150       967       (16 )     12,101  
Corporate bonds
    32,231       639       (185 )     32,685  
Asset-backed securities
    19,785       135       (191 )     19,729  
Trust preferred securities
    5,785       -       (2,598 )     3,187  
Other securities
    131       3       -       134  
Total securities available for sale
  $ 187,667     $ 4,588     $ (2,996 )   $ 189,259  
                                 
U.S. Government agencies
  $ 1     $ -     $ -     $ 1  
Other securities
    66       2       -       68  
Total securities held to maturity
  $ 67     $ 2     $ -     $ 69  

       The maturity distribution of the amortized cost and estimated market value of investment securities by contractual maturity at June 30, 2013 is as follows:
 
   
Available for Sale
   
Held to Maturity
 
(dollars in thousands)
 
Amortized
Cost
   
Fair
Value
   
Amortized
Cost
   
Fair
Value
 
Due in 1 year or less
  $ 16,175     $ 16,516     $ 47     $ 48  
After 1 year to 5 years
    72,281       72,383       21       21  
After 5 years to 10 years
    91,165       87,946       -       -  
After 10 years
    7,359       7,526       -       -  
Total
  $ 186,980     $ 184,371     $ 68     $ 69  

Expected maturities will differ from contractual maturities because borrowers have the right to call or prepay obligations with or without prepayment penalties.
 
 
 
10

 

 
As of June 30, 2013 and December 31, 2012, the collateralized mortgage obligations and mortgage backed securities included in the investment securities portfolio consist solely of securities issued by U.S. government sponsored agencies.  There were no private label mortgage securities held in the investment securities portfolio as of those dates. The Company did not hold any mortgage-backed securities that were rated “Alt-A” or “Subprime” as of June 30, 2013 and December 31, 2012.  In addition, the Company did not hold any private issued CMO’s as of June 30, 2013 and December 31, 2012.  As of June 30, 2013 and December 31, 2012, the asset-backed securities consisted solely of Sallie Mae bonds collateralized by student loans which are guaranteed by the U.S. Department of Education.

In instances when a determination is made that an other-than-temporary impairment exists with respect to a debt security but the investor does not intend to sell the debt security and it is more likely than not that the investor will not be required to sell the debt security prior to its anticipated recovery, accounting standards require the other-than-temporary impairment to be 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 other factors is recognized in other comprehensive income.  There were no impairment charges (credit losses) on trust preferred securities for the three and six months ended June 30, 2013. Impairment charges (credit losses) on trust preferred securities for the three and six months ended June 30, 2012 amounted to $14,000 and $31,000, respectively.

The following table presents a roll-forward of the balance of credit-related impairment losses on securities held at June 30, 2013 and 2012 for which a portion of OTTI was recognized in other comprehensive income:

   
June 30,
 
(dollars in thousands)
 
2013
   
2012
 
             
Beginning Balance, January 1st
  $ 3,959     $ 3,925  
Additional credit-related impairment loss on securities for which an
               
other-than-temporary impairment was previously recognized
    -       31  
Reductions for securities paid off during the period
    -       -  
Reductions for securities for which the amount previously recognized in other
               
comprehensive income was recognized in earnings because the Company
               
intends to sell the security
    -       -  
Ending Balance, June 30th
  $ 3,959     $ 3,956  
 
The Company realized gross gains on the sale of securities of $703,000 during the six months ended June 30, 2013.  The related sale proceeds amounted to $7.9 million.  The tax provision applicable to these gross gains in 2013 amounted to approximately $253,000. The Company realized gross gains on the sale of securities of $774,000 during the three and six months ended June 30, 2012.  The related sale proceeds amounted to $22.6 million.  The tax provision applicable to these gross gains in 2012 amounted to approximately $271,000.










 
 
 
 
 
 
 
 
 
 
 
 
11

 

 
The following tables show the fair value and gross unrealized losses associated with the investment portfolio, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

   
At June 30, 2013
 
   
Less than 12 months
   
12 months or more
   
Total
 
 
(dollars in thousands)
 
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized 
Losses
   
Fair
Value
   
Unrealized 
Losses
 
Collateralized  mortgage obligations
  $ 70,117     $ 2,293     $ -     $ -     $ 70,117     $ 2,293  
Mortgage-backed securities
    1,178       60       -       -       1,178       60  
Municipal securities
    1,328       97       -       -       1,328       97  
Corporate bonds
    -       -       -       -       -       -  
Trust preferred securities
    -       -       3,162       2,604       3,162       2,604  
Total
  $ 72,623     $ 2,450     $ 3,162     $ 2,604     $ 75,785     $ 5,054  
 
 
   
At December 31, 2012
 
   
Less than 12 months
   
12 months or more
   
Total
 
 
(dollars in thousands)
 
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized 
Losses
   
Fair
Value
   
Unrealized
Losses
 
Collateralized  mortgage obligations
  $ 9,991     $ 6     $ -     $ -     $ 9,991     $ 6  
Municipal securities
    1,050       16       -       -       1,050       16  
Corporate bonds
    -       -       9,811       185       9,811       185  
Asset-backed securities
    9,218       191       -       -       9,218       191  
Trust preferred securities
    -       -       3,187       2,598       3,187       2,598  
Total
  $ 20,259     $ 213     $ 12,998     $ 2,783     $ 33,257     $ 2,996  
 
 
The impairment of the investment portfolio totaled $5.1 million with a total fair value of $75.8 million at June 30, 2013.  The most significant component of this impairment is related to the trust preferred securities held in the portfolio.  Unrealized losses on the trust preferred securities amount to $2.6 million at June 30, 2013.  The unrealized losses associated with the trust preferred securities are a result of the secondary market for such securities becoming inactive and are considered temporary at this time.

The following table provides additional detail about trust preferred securities as of June 30, 2013.
   
(dollars in thousands)
Class /
Tranche
 
Amortized Cost
   
Fair
Value
   
Unrealized Losses
   
Lowest Credit Rating Assigned
   
Number of Banks Currently Performing
   
Deferrals / Defaults
as % of
Current
Balance
   
Conditional Default Rates for 2013 and beyond
   
Cumulative OTTI Life to Date
 
Preferred Term Securities IV
Mezzanine
   Notes
  $ 49     $ 40     $ (9 )  
CCC
      5       27 %     0.32 %   $ -  
Preferred Term Securities VII
Mezzanine
   Notes
    1,478       1,071       (407 )    C       13       46       0.33       2,173  
TPREF Funding II
Class B Notes
    739       336       (403 )    C       16       44       0.38       260  
TPREF Funding III
Class B2 Notes
    1,520       724       (796 )    C       17       35       0.32       480  
Trapeza CDO I, LLC
Class C1 Notes
    556       245       (311 )    C       9       49       0.39       470  
ALESCO Preferred
    Funding IV
Class B1 Notes
    604       326       (278 )    C       38       14       0.36       396  
ALESCO Preferred
    Funding V
Class C1 Notes
    820       420       (400 )    C       37       24       0.35       180  
Total
    $ 5,766       3,162     $ (2,604 )             135       33 %           $ 3,959  

At June 30, 2013, the investment portfolio included eight municipal securities with a total market value of $5.4 million.  One of these securities carried an unrealized loss at June 30, 2013.  Each of the municipal securities is reviewed quarterly for impairment. Research on each issuer is completed to ensure the financial stability of the municipal entity. The largest geographic concentration was in Pennsylvania where one municipal security had a market value of $1.3 million.  As of June 30, 2013, management found no evidence of OTTI on any of the municipal securities held in the investment securities portfolio.
 
 
 
12

 

 
At June 30, 2013, the investment portfolio included eighteen collateralized mortgage obligations with a total market value of $104.8 million.  Thirteen of these securities carried an unrealized loss at June 30, 2013.  At June 30, 2013, the investment portfolio included forty-two mortgage-backed securities with a total market value of $18.3 million.  One of these securities carried an unrealized loss at June 30, 2013.  Management found no evidence of OTTI on any of these securities and the unrealized losses are due to changes in market value resulting from changes in market interest rates and are considered temporary as of June 30, 2013.

Note 6:  Loans Receivable and Allowance for Loan Losses

The following table sets forth the Company’s gross loans by major categories as of June 30, 2013, and December 31, 2012:
             
(dollars in thousands)
 
June 30, 2013
   
December 31, 2012
 
             
Commercial real estate
  $ 329,599     $ 335,561  
Construction and land development
    31,455       26,659  
Commercial and industrial
    108,951       103,768  
Owner occupied real estate
    137,219       126,242  
Consumer and other
    28,413       23,449  
Residential mortgage
    2,400       2,442  
Total loans receivable
    638,037       618,121  
Deferred costs (fees)
    (304 )     (220 )
Allowance for loan losses
    (9,332 )     (9,542 )
Net loans receivable
  $ 628,401     $ 608,359  


A loan is considered impaired, when based on current information and events, it is probable that the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan.  Impaired loans include nonperforming loans, but also include internally classified accruing loans. 














 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
13

 
 

The following table summarizes information with regard to impaired loans by loan portfolio class as of June 30, 2013 and December 31, 2012:

 
   
June 30, 2013
   
December 31, 2012
 
(dollars in thousands)
 
Recorded Investment
   
Unpaid
Principal
Balance
   
Related Allowance
   
Recorded Investment
   
Unpaid
Principal
Balance
   
Related Allowance
 
                                     
With no related allowance recorded:
                                   
Commercial real estate
  $ 12,919     $ 13,040     $ -     $ 19,231     $ 20,000     $ -  
Construction and land development
    1,029       4,244       -       3,153       6,312       -  
Commercial and industrial
    2,973       4,256       -       3,793       7,106       -  
Owner occupied real estate
    144       463       -       505       505       -  
Consumer and other
    668       917       -       912       1,146       -  
Total
  $ 17,733     $ 22,920     $ -     $ 27,594     $ 35,069     $ -  

With an allowance recorded:
                                   
Commercial real estate
  $ 8,227     $ 8,889     $ 958     $ 6,085     $ 6,085     $ 1,077  
Construction and land development
    593       3,700       217       593       3,700       70  
Commercial and industrial
    3,263       5,663       992       3,147       3,255       861  
Owner occupied real estate
    3,002       3,002       498       3,450       3,450       860  
Consumer and other
    -       -       -       146       155       75  
Total
  $ 15,085     $ 21,254     $ 2,665     $ 13,421     $ 16,645     $ 2,943  

Total:
                                   
Commercial real estate
  $ 21,146     $ 21,929     $ 958     $ 25,316     $ 26,085     $ 1,077  
Construction and land development
    1,622       7,944       217       3,746       10,012       70  
Commercial and industrial
    6,236       9,919       992       6,940       10,361       861  
Owner occupied real estate
    3,146       3,465       498       3,955       3,955       860  
Consumer and other
    668       917       -       1,058       1,301       75  
Total
  $ 32,818     $ 44,174     $ 2,665     $ 41,015     $ 51,714     $ 2,943  
















 
 

 
 
14

 
 

The following table presents additional information regarding the Company’s impaired loans for the three months ended June 30, 2013 and June 30, 2012:

 
Three Months Ended June 30,
 
 
2013
 
2012
 
 
 
(dollars in thousands)
Average
Recorded
Investment
 
Interest
Income
Recognized
 
Average
Recorded
Investment
 
Interest
Income
Recognized
 
With no related allowance recorded:
               
Commercial real estate
  $ 15,343     $ 202     $ 15,879     $ 205  
Construction and land development
    1,822       8       5,227       29  
Commercial and industrial
    2,953       5       4,882       36  
Owner occupied real estate
    180       -       876       -  
Consumer and other
    725       -       784       2  
Total
  $ 21,023     $ 215     $ 27,648     $ 272  
 
With an allowance recorded:
                       
Commercial real estate
  $ 7,056     $ 25     $ 5,707     $ 52  
Construction and land development
    494       -       869       -  
Commercial and industrial
    3,504       14       3,350       12  
Owner occupied real estate
    3,149       37       2,472       36  
Consumer and other
    25       -       98       -  
Total
  $ 14,228     $ 76     $ 12,496     $ 100  

Total:
                       
Commercial real estate
  $ 22,399     $ 227     $ 21,586     $ 257  
Construction and land development
    2,316       8       6,096       29  
Commercial and industrial
    6,457       19       8,232       48  
Owner occupied real estate
    3,329       37       3,348       36  
Consumer and other
    750       -       882       2  
Total
  $ 35,251     $ 291     $ 40,144     $ 372  


If these loans were performing under their original contractual rate, interest income on such loans would have increased approximately $130,000 and $153,000 for the three months ended June 30, 2013 and 2012, respectively.








 
 
 
 
 
 
 
 

 
 
15

 


The following table presents additional information regarding the Company’s impaired loans for the six months ended June 30, 2013 and June 30, 2012:

   
Six Months Ended June 30,
 
   
2013
 
2012
 
   
Average
Recorded
Investment
   
Interest
Income
Recognized
   
Average
Recorded Investment
   
Interest
Income
Recognized
 
(dollars in thousands)
                       
With no related allowance recorded:
                       
Commercial real estate
  $ 17,766     $ 421     $ 14,315     $ 370  
Construction and land development
    2,615       29       4,980       59  
Commercial and industrial
    2,935       11       4,286       78  
Owner occupied real estate
    216       -       1,183       27  
Consumer and other
    781       1       850       4  
Total
  $ 24,313     $ 462     $ 25,614     $ 538  
 
With an allowance recorded:
                       
Commercial real estate
  $ 5,885     $ 61     $ 6,604     $ 135  
Construction and land development
    395       -       1,496       -  
Commercial and industrial
    3,746       28       3,941       19  
Owner occupied real estate
    3,295       73       1,911       48  
Consumer and other
    49       -       49       -  
Total
  $ 13,370     $ 162     $ 14,001     $ 202  

Total:
                       
Commercial real estate
  $ 23,651     $ 482     $ 20,919     $ 505  
Construction and land development
    3,010       29       6,476       59  
Commercial and industrial
    6,681       39       8,227       97  
Owner occupied real estate
    3,511       73       3,094       75  
Consumer and other
    830       1       899       4  
Total
  $ 37,683     $ 624     $ 39,615     $ 740  
 

If these loans were performing under their original contractual rate, interest income on such loans would have increased approximately $339,000 and $320,000 for the six months ended June 30, 2013 and 2012, respectively.












 
 
 
 

 
 
16

 

 
The following tables provide the activity in and ending balances of the allowance for loan losses by loan portfolio class at and for the three and six months ended June 30, 2013 and 2012:
 
 
 
(dollars in thousands)
Commercial
Real Estate
 
Construction
and Land
Development
 
Commercial
and
Industrial
 
Owner
Occupied
Real Estate
 
Consumer
and Other
 
Residential Mortgage
 
 
Unallocated
 
 
Total
 
                               
Three months ended June 30, 2013
                             
Allowance for loan losses:
                             
                                                 
Beginning balance:
  $ 3,257     $ 1,835     $ 2,336     $ 1,297     $ 170     $ 14     $ 444     $ 9,353  
Charge-offs
    (349 )     -       (361 )     (319 )     -       -       -       (1,029 )
Recoveries
    54       -       4       -       25       -       -       83  
Provisions (credits)
    619       667       18       8       (4 )     -       (383 )     925  
Ending balance
  $ 3,581     $ 2,502     $ 1,997     $ 986     $ 191     $ 14     $ 61     $ 9,332  
                                                           
Three months ended June 30, 2012
                                                         
Allowance for loan losses:
                                                         
                                                                 
Beginning balance:
  $ 4,371     $ 2,169     $ 2,219     $ 1,455     $ 106     $ 20     $ 416     $ 10,756  
Charge-offs
    (274 )     (921 )     (708 )     -       (100 )     -       -       (2,003 )
Recoveries
    -       105       -       -       27       -       -       132  
Provisions (credits)
    (136 )     63       305       171       101       (4 )     -       500  
Ending balance
  $ 3,961     $ 1,416     $ 1,816     $ 1,626     $ 134     $ 16     $ 416     $ 9,385  

 
 
(dollars in thousands)
Commercial
Real Estate
 
Construction
and Land
Development
 
Commercial
and
Industrial
 
Owner
Occupied
Real Estate
 
Consumer
and Other
 
Residential Mortgage
 
 
Unallocated
 
 
Total
 
                               
Six months ended June 30, 2013
                             
Allowance for loan losses:
                             
                                                 
Beginning balance:
  $ 3,979     $ 1,273     $ 1,880     $ 1,967     $ 234     $ 17     $ 192     $ 9,542  
Charge-offs
    (409 )     (55 )     (361 )     (319 )     (75 )     -       -       (1,219 )
Recoveries
    54       -       5       -       25       -       -       84  
Provisions (credits)
    (43 )     1,284       473       (662 )     7       (3 )     (131 )     925  
Ending balance
  $ 3,581     $ 2,502     $ 1,997     $ 986     $ 191     $ 14     $ 61     $ 9,332  
                                                           
Six months ended June 30, 2012
                                                         
Allowance for loan losses:
                                                         
                                                                 
Beginning Balance:
  $ 7,372     $ 558     $ 1,928     $ 1,963     $ 113     $ 23     $ 93     $ 12,050  
Charge-offs
    (766 )     (921 )     (760 )     -       (101 )     -       -       (2,548 )
Recoveries
    -       105       -       -       28       -       -       133  
Provisions (credits)
    (2,645 )     1,674       648       (337 )     94       (7 )     323       (250 )
Ending balance
  $ 3,961     $ 1,416     $ 1,816     $ 1,626     $ 134     $ 16     $ 416     $ 9,385  
 
 
 
 
 
 

 
 
17

 
 
 
The following tables provide a summary of the allowance for loan losses and balance of loans receivable by loan class and by impairment method as of June 30, 2013 and December 31, 2012:

 
 
(dollars in thousands)
Commercial Real Estate
   
Construction and Land Development
   
Commercial and
Industrial
   
Owner Occupied Real Estate
   
Consumer
and Other
   
Residential Mortgage
   
 
Unallocated
 
 
Total
 
                                             
June 30, 2013
                                           
Allowance for loan losses:
                                           
Individually evaluated for impairment
  $ 958     $ 217     $ 992     $ 498     $ -     $ -     $ -     $ 2,665  
Collectively evaluated for impairment
    2,623       2,285       1,005       488       191       14       61       6,667  
Total allowance for loan losses
  $ 3,581     $ 2,502     $ 1,997     $ 986     $ 191     $ 14     $ 61     $ 9,332  
                                                                 
Loans receivable:
                                                               
Loans evaluated individually
  $ 21,146     $ 1,622     $ 6,236     $ 3,146     $ 668     $ -     $ -     $ 32,818  
Loans evaluated collectively
    308,453       29,833       102,715       134,073       27,745       2,400       -       605,219  
Total loans receivable
  $ 329,599     $ 31,455     $ 108,951     $ 137,219     $ 28,413     $ 2,400     $ -     $ 638,037  

 
(dollars in thousands)
 
Commercial Real Estate
   
Construction and Land Development
   
Commercial and Industrial
   
Owner Occupied Real Estate
   
Consumer and Other
   
Residential Mortgage
   
Unallocated
   
Total
 
                                                 
December 31, 2012
                                               
Allowance for loan losses:
                                               
Individually evaluated for impairment
  $ 1,077     $ 70     $ 861     $ 860     $ 75     $ -     $ -     $ 2,943  
Collectively evaluated for impairment
    2,902       1,203       1,019       1,107       159       17       192       6,599  
Total allowance for loan losses
  $ 3,979     $ 1,273     $ 1,880     $ 1,967     $ 234     $ 17     $ 192     $ 9,542  
                                                                 
Loans receivable:
                                                               
Loans evaluated individually
  $ 25,316     $ 3,746     $ 6,940     $ 3,955     $ 1,058     $ -     $ -     $ 41,015  
Loans evaluated collectively
    310,245       22,913       96,828       122,287       22,391       2,442       -       577,106  
Total loans receivable
  $ 335,561     $ 26,659     $ 103,768     $ 126,242     $ 23,449     $ 2,442     $ -     $ 618,121  













 
 
 
 
 

 
 
18

 
 
 
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 recorded payment is past due.  The following table presents the classes of the loan portfolio summarized by the past due status as of June 30, 2013 and December 31, 2012:
 
 
 
 
(dollars in thousands)
 
30-59
Days Past
Due
   
60-89
Days Past
Due
   
 
Greater
than 90
Days
   
 
Total
Past Due
   
 
 
Current
   
Total
Loans Receivable
   
Loans Receivable > 90 Days and Accruing
 
At June 30, 2013
                                         
Commercial real estate
  $ 4,472     $ 12,824     $ 6,816     $ 24,112     $ 305,487     $ 329,599     $ -  
Construction and land development
    -       -       1,622       1,622       29,833       31,455       -  
Commercial and industrial
    -       -       4,028       4,028       104,923       108,951       -  
Owner occupied real estate
    969       -       207       1,176       136,043       137,219       -  
Consumer and other
    42       -       667       709       27,704       28,413       -  
Residential mortgage
    -       -       -       -       2,400       2,400       -  
Total
  $ 5,483     $ 12,824     $ 13,340     $ 31,647     $ 606,390     $ 638,037     $ -  

 
 
 
(dollars in thousands)
 
30-59
Days Past
Due
   
60-89
Days Past
Due
   
 
Greater
than 90
Days
   
 
Total
Past Due
   
 
 
Current
   
Total
Loans
Receivable
   
Loans
Receivable > 90 Days and Accruing
 
At December 31, 2012
                                         
Commercial real estate
  $ 772     $ 26,000     $ 7,987     $ 34,759     $ 300,802     $ 335,561     $ -  
  Construction and land development
    -       261       1,342       1,603       25,056       26,659       -  
Commercial and industrial
    86       -       4,693       4,779       98,989       103,768       -  
Owner occupied real estate
    285       1,562       968       2,815       123,427       126,242       -  
Consumer and other
    -       -       1,058       1,058       22,391       23,449       202  
Residential mortgage
    -       -       -       -       2,442       2,442       -  
Total
  $ 1,143     $ 27,823     $ 16,048     $ 45,014     $ 573,107     $ 618,121     $ 202  






















 
19

 
 

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

 
(dollars in thousands)
 
Pass
   
Special
Mention
   
Substandard
   
Doubtful
   
Total
 
At June 30, 2013:
                             
Commercial real estate
  $ 292,052     $ 15,839     $ 21,708     $ -     $ 329,599  
  Construction and land development
    29,833       -       1,622       -       31,455  
Commercial and industrial
    101,887       695       6,369       -       108,951  
Owner occupied real estate
    133,247       826       3,146       -       137,219  
Consumer and other
    27,413       75       925       -       28,413  
Residential mortgage
    2,400       -       -       -       2,400  
Total
  $ 586,832     $ 17,435     $ 33,770     $ -     $ 638,037  

 
(dollars in thousands)
 
Pass
   
Special
Mention
   
Substandard
   
Doubtful
   
Total
 
At December 31, 2012:
                             
Commercial real estate
  $ 300,174     $ 9,174     $ 26,213     $ -     $ 335,561  
  Construction and land development
    22,652       261       3,746       -       26,659  
Commercial and industrial
    96,051       642       7,075       -       103,768  
Owner occupied real estate
    121,381       906       3,955       -       126,242  
Consumer and other
    22,033       100       1,316       -       23,449  
Residential mortgage
    2,442       -       -       -       2,442  
Total
  $ 564,733     $ 11,083     $ 42,305     $ -     $ 618,121  

The following table shows non-accrual loans by class as of June 30, 2013 and December 31, 2012:

(dollars in thousands)
 
June 30, 2013
   
December 31, 2012
 
Commercial real estate
  $ 6,816     $ 7,987  
Construction and land development
    1,622       1,342  
Commercial and industrial
    4,028       4,693  
Owner occupied real estate
    207       968  
Consumer and other
    667       856  
Residential mortgage
    -       -  
Total
  $ 13,340     $ 15,846  

 
Troubled Debt Restructurings

A modification to the contractual terms of a loan which results in a concession to a borrower that is experiencing financial difficulty is classified as a troubled debt restructuring (“TDR”).  The concessions made in a TDR are those that would not otherwise be considered for a borrower or collateral with similar risk characteristics.  A TDR is typically the result of efforts to minimize potential losses that may be incurred during loan workouts, foreclosure, or repossession of collateral at a time when collateral values are declining.  Concessions include a reduction in interest rate below current market rates, a material extension of time to the loan term or amortization period, partial forgiveness of the outstanding principal balance, acceptance of interest only payments for a period of time, or a combination of any of these conditions.



 
 
 

 
 
20

 
 
 
The following table summarizes the balance of outstanding TDRs for the period ended June 30, 2013 and December 31, 2012:
 
 
 
(dollars in thousands)
 
Number
of Loans
 
Accrual
Status
 
Non-
Accrual
Status
 
Total
TDRs
 
June 30, 2013
                 
Commercial real estate
    1     $ 595     $ -     $ 595  
  Construction and land development
    -       -       -       -  
Commercial and industrial
    1       2,208       -       2,208  
Owner occupied real estate
    1       1,914       -       1,914  
Consumer and other
    -       -       -       -  
Residential mortgage
    -       -       -       -  
Total
    3     $ 4,717     $ -     $ 4,717  
                                 
December 31, 2012
                               
Commercial real estate
    1     $ 1,261     $ -     $ 1,261  
  Construction and land development
    1       2,069       -       2,069  
Commercial and industrial
    1       2,248       -       2,248  
Owner occupied real estate
    1       1,933       -       1,933  
Consumer and other
    -       -       -       -  
Residential mortgage
    -       -       -       -  
Total
    4     $ 7,511     $ -     $ 7,511  

All TDRs are considered impaired and are therefore individually evaluated for impairment in the calculation of the allowance for loan losses.  Some TDRs may not ultimately result in the full collection of principal and interest as restructured and could lead to potential incremental losses.  These potential incremental losses would be factored into our estimate of the allowance for loan losses.  The level of any subsequent defaults will likely be affected by future economic conditions.  There were no loan modifications that were considered TDRs during the three and six months ended June 30, 2013 and 2012.
 
After a loan is determined to be a TDR, we continue to track its performance under the most recent restructured terms.  There were no TDRs that subsequently defaulted during the six month period ended June 30, 2013 nor the twelve month period ended December 31, 2012.
 

Note 7:  Fair Value of Financial Instruments

Management uses its best judgment in estimating the fair value of the Company’s financial instruments, however, there are inherent weaknesses in any estimation technique.  Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sale transaction on the dates indicated.  The estimated fair value amounts have been measured as of their respective year-ends and have not been re-evaluated or updated for purposes of these 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 year-end.
 
The Company follows the guidance issued under ASC 820-10, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value under GAAP, and identifies required disclosures on fair value measurements.
 
 
 
 
 
 
 
 
 
 
21

 
 
 
   ASC 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy under ASC 820-10 are as follows:
 
Level 1:
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2:
Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.
Level 3:
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).
 
 An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
 
For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at June 30, 2013 and December 31, 2012 were as follows:

 
 
 
 
(dollars in thousands)
 
 
 
Total
   
(Level 1)
Quoted Prices in Active Markets for Identical Assets
   
(Level 2)
Significant
Other
Observable
Inputs
   
(Level 3)
Significant Unobservable Inputs
 
                         
June 30, 2013
                       
                         
Collateralized mortgage obligations
  $ 104,768     $ -     $ 104,768     $ -  
Mortgage-backed securities
    18,305       -       18,305       -  
Municipal securities
    5,360       -       5,360       -  
Corporate bonds
    32,976       -       29,970       3,006  
Asset-backed securities
    19,684       -       19,684       -  
Trust Preferred Securities
    3,162       -       -       3,162  
Other securities
    116       -       116       -  
Securities Available for Sale
  $ 184,371     $ -     $ 178,203     $ 6,168  
 
December 31, 2012
                       
                         
Collateralized mortgage obligations
  $ 99,783     $ -     $ 99,783     $ -  
Mortgage-backed securities
    21,640       -       21,640       -  
Municipal securities
    12,101       -       12,101       -  
Corporate bonds
    32,685       -       29,678       3,007  
Asset-backed securities
    19,729       -       19,729       -  
Trust Preferred Securities
    3,187       -       -       3,187  
Other securities
    134       -       134       -  
Securities Available for Sale
  $ 189,259     $ -     $ 183,065     $ 6,194  







 
 
 
 

 
 
22

 

 
The following table presents a reconciliation of the securities available for sale measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2013 and 2012:
 
   
Three Months Ended
June 30, 2013
   
Three Months Ended
June 30, 2012
 
Level 3 Investments Only
(dollars in thousands)
 
Trust
Preferred Securities
   
Corporate
Bonds
   
Trust
Preferred Securities
   
Corporate
Bonds
 
Balance,  April 1st
  $ 3,238     $ 3,007     $ 3,399     $ 3,007  
Unrealized losses
    (65 )     (1 )     (117 )     -  
Paydowns
    (11 )     -       (93 )     -  
Impairment charges on Level 3
    -       -       (14 )     -  
Balance,  June 30th
  $ 3,162     $ 3,006     $ 3,175     $ 3,007  

   
Six Months Ended
June 30, 2013
   
Six Months Ended
June 30, 2012
 
Level 3 Investments Only
(dollars in thousands)
 
Trust
Preferred Securities
   
Corporate
Bonds
   
Trust
Preferred Securities
   
Corporate
Bonds
 
Balance,  January 1st
  $ 3,187     $ 3,007     $ 3,410     $ 3,004  
Unrealized gains (losses)
    (7 )     (1 )     (111 )     3  
Paydowns
    (18 )     -       (93 )     -  
Impairment charges on Level 3
    -       -       (31 )     -  
Balance,  June 30th
  $ 3,162     $ 3,006     $ 3,175     $ 3,007  

 
For assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at June 30, 2013 and December 31, 2012 were as follows:
 
 
 
 
 
(dollars in thousands)
 
 
 
Total
   
(Level 1)
Quoted Prices in Active Markets for Identical Assets
   
(Level 2)
Significant
 Other
Observable
Inputs
   
(Level 3)
Significant Unobservable Inputs
 
June 30, 2013:
                       
Impaired loans
  $ 14,615     $ -     $ -     $ 14,615  
Other real estate owned
    3,348       -       -       3,348  
    SBA servicing assets
    2,904       -       -       2,904  
                                 
December 31, 2012:
                               
Impaired loans
  $ 19,876     $ -     $ -     $ 19,876  
Other real estate owned
    3,642       -       -       3,642  
SBA servicing assets
    2,340       -       -       2,340  

 
 
 
 
 
 

 
 
23

 
 

The table below presents additional quantitative information about level 3 assets measured at fair value on a nonrecurring basis (dollars in thousands):
 
   
Quantitative Information about Level 3 Fair Value Measurements
June 30, 2013
Asset Description
 
Fair Value
 
Valuation
Technique
 
Unobservable Input
 
 
Range Weighted
Average
Impaired loans
 
$
14,615
 
Fair Value of Collateral (1)
 
Appraised Value (2)
 
0% - 43% (17%) (4)
                   
Other real estate owned
 
$
3,348
 
Fair Value of Collateral (1)
 
Appraised Value (2)
Sales Price
 
8% - 14% (9%) (4)
SBA Servicing Assets
 
$
2,904
 
 
Fair Value
 
Individual Loan
Valuation (3)
 
(3)
 
(1) 
Fair value is generally determined through independent appraisals of the underlying collateral, which include Level 3 inputs that are not identifiable.
   (2) 
Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.
   (3) 
There is a lack of transactional data in this market place for the non-guaranteed portion of SBA loans.
   (4) 
The range and weighted average of qualitative factors such as economic conditions and estimated liquidation expenses are presented as a percent of the appraised value.

The significant unobservable inputs for impaired loans and other real estate owned are the appraised value or an agreed upon sales price.  These values are adjusted for estimated costs to sell which are incremental direct costs to transact a sale such as broker commissions, legal fees, closing costs and title transfer fees. The costs must be considered essential to the sale and would not have been incurred if the decision to sell had not been made. The costs to sell are based on costs associated with the Company’s actual sales of other real estate owned which are assessed annually.

The following table presents an analysis of the activity in the SBA servicing assets for the three and six months ended June 30, 2013 and 2012:

   
Three Months Ended June 30,
 
Six Months Ended June 30,
 
(dollars in thousands)
   
2013
     
2012
     
2013
     
2012
 
Beginning balance
  $ 2,491     $ 1,351     $ 2,340     $ 1,102  
Additions
    482       237       628       478  
Fair value adjustments
    (69 )     42       (64 )     50  
Ending balance
  $ 2,904     $ 1,630     $ 2,904     $ 1,630  

Fair Value Assumptions

The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities.  Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.  The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at June 30, 2013 and December 31, 2012.

Cash and Cash Equivalents (Carried at Cost)

The carrying amounts reported in the balance sheet for cash and cash equivalents approximate those assets’ fair values.
 
 
 
 
 
 
 
 
 
 
24

 
 

Investment Securities

The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices.  For certain securities, which are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments, are generally based on available market evidence (Level 3).  In the absence of such evidence, management’s best estimate is used.  Management’s best estimate consists of both internal and external support on certain Level 3 investments.  Internal cash flow models using a present value formula that includes assumptions market participants would use along with indicative exit pricing obtained from broker/dealers (where available) were used to support fair values of certain Level 3 investments.

The types of instruments valued based on matrix pricing in active markets include all of the Company’s U.S. government and agency securities, corporate bonds, asset backed securities, and municipal obligations. Such instruments are generally classified within Level 2 of the fair value hierarchy. As required by ASC 820-10, the Company does not adjust the matrix pricing for such instruments.

Level 3 is for positions that are not traded in active markets or are subject to transfer restrictions, and may be adjusted to reflect illiquidity and/or non-transferability, with such adjustment generally based on available market evidence. In the absence of such evidence, management’s best estimate is used. Subsequent to inception, management only changes Level 3 inputs and assumptions when corroborated by evidence such as transactions in similar instruments, completed or pending third-party transactions in the underlying investment or comparable entities, subsequent rounds of financing, recapitalizations and other transactions across the capital structure, offerings in the equity or debt markets, and changes in financial ratios or cash flows. The Level 3 investment securities classified as available for sale are comprised of various issues of trust preferred securities and a single corporate bond.

 The trust preferred securities are pools of similar securities that are grouped into an asset structure commonly referred to as collateralized debt obligations (“CDOs”) which consist of the debt instruments of various banks, diversified by the number of participants in the security as well as geographically.  The secondary market for these securities has become inactive, and therefore these securities are classified as Level 3 securities. The fair value analysis does not reflect or represent the actual terms or prices at which any party could purchase the securities. There is currently a limited secondary market for the securities and there can be no assurance that any secondary market for the securities will expand.

An independent, third party pricing service is used to estimate the current fair market value of each CDO held in the investment securities portfolio. The calculations used to determine fair value are based on the attributes of the trust preferred securities, the financial condition of the issuers of the trust preferred securities, and market based assumptions. The INTEX CDO Deal Model Library was utilized to obtain information regarding the attributes of each security and its specific collateral as of June 30, 2013 and December 31, 2012. Financial information on the issuers was also obtained from Bloomberg, the FDIC, the Office of Thrift Supervision and SNL Financial. Both published and unpublished industry sources were utilized in estimating fair value. Such information includes loan prepayment speed assumptions, discount rates, default rates, and loss severity percentages. Due to the current state of the global capital and financial markets, the fair market valuation is subject to greater uncertainty than would otherwise exist.

The fair market valuation for each CDO was determined based on discounted cash flow analyses. The cash flows are primarily dependent on the estimated speeds at which the trust preferred securities are expected to prepay, the estimated rates at which the trust preferred securities are expected to defer payments, the estimated rates at which the trust preferred securities are expected to default, and the severity of the losses on securities that do default. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
25

 
 
 
Increases (decreases) in actual or expected issuer defaults tend to decrease (increase) the fair value of the Company’s senior and mezzanine tranches of CDOs.  The values of the Company’s mezzanine tranches of CDOs are also affected by expected future interest rates.  However, due to the structure of each security, timing of cash flows, and secondary effects on the financial performance of the underlying issuers, the effects of changes in future interest rates on the fair value of the Company’s holdings are not quantifiably estimable.

Also included in Level 3 investment securities classified as available for sale is a single-issuer corporate bond since the bond is not actively traded.  Impairment would depend on the repayment ability of the underlying issuer, which is assessed through a detailed quarterly review of the issuer’s financial statements.  The issuer is a “well capitalized” financial institution as defined by federal banking regulations and has demonstrated the ability to raise additional capital, when necessary, through the public capital markets.  The fair value of this corporate bond is estimated by obtaining a price of a comparable floating rate debt instrument through Bloomberg.

Loans Receivable, including Loans Held For Sale (Carried at Cost)

The fair values of loans are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans.  Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal.  Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.  Due to the significant judgment involved in evaluating credit quality, loans are classified within Level 3 of the fair value hierarchy.

Impaired Loans (Carried at Lower of Cost or Fair Value)
 
Impaired loans are those that the Company has measured impairment based on the fair value of the loan’s collateral.  Fair value is generally determined based upon independent third party appraisals of the properties, or discounted cash flows based upon the expected proceeds.  These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.  The fair value consists of the loan balances less any valuation allowance.  The valuation allowance amount is calculated as the difference between the recorded investment in a loan and the present value of expected future cash flows or it is calculated based on discounted collateral values if the loans are collateral dependent.

Other Real Estate Owned (Carried at Lower of Cost or Fair Value)
 
These assets are carried at the lower of cost or fair value.  At June 30, 2013 these assets are carried at current fair value.

SBA Servicing Asset (Carried at Fair Value)

The SBA servicing asset is initially recorded when loans are sold and the servicing rights are retained and recorded on the balance sheet.  Updated fair values are obtained on a quarterly basis and adjustments are presented as loan advisory and servicing fees on the statement of operations. The valuation begins with the projection of future cash flows for each asset based on their unique characteristics, our market-based assumptions for prepayment speeds and estimated losses and recoveries.  The present value of the future cash flows are then calculated utilizing our market-based discount ratio assumptions.  In all cases, we model expected payments for every loan for each quarterly period in order to create the most detailed cash flow stream possible.



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
26

 


The Company uses assumptions and estimates in determining the impairment of the SBA servicing asset.  These assumptions include prepayment speeds and discount rates commensurate with the risks involved and comparable to assumptions used by participants to value and bid serving rights available for sale in the market.  At June 30, 2013 and December 31, 2012, the sensitivity of the current fair value of the SBA loan servicing rights to immediate 10% and 20% adverse changes in key assumptions are included in the accompanying table.

 (dollars in thousands)
June 30, 2013
   
December 31, 2012
 
           
SBA Servicing Asset
         
Fair Value of SBA Servicing Asset
  $ 2,904       $ 2,340  
 
                 
Composition of SBA Loans Serviced for Others
                 
      Fixed-rate SBA loans
    0 %       0 %
      Adjustable-rate SBA loans
    100 %       100 %
                  Total
    100 %       100 %
                   
Weighted Average Remaining Term
21.1 years
 
21.4 years
                   
Prepayment Speed
    6.49 %       6.59 %
      Effect on fair value of a 10% increase
  $ (68 )     $ (55 )
      Effect on fair value of a 20% increase
    (132 )       (107 )
                   
Weighted Average Discount Rate
    13.42 %       14.23 %
      Effect on fair value of a 10% increase
  $ (132 )     $ (115 )
      Effect on fair value of a 20% increase
    (255 )       (222 )

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance.  As indicated, changes in value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in value may not be linear.  Also in this table, the effect of an adverse variation in a particular assumption on the value of the SBA servicing rights is calculated without changing any other assumption.  While in reality, changes in one factor may magnify or counteract the effect of the change.

Restricted Stock (Carried at Cost)

The carrying amount of restricted stock approximates fair value, and considers the limited marketability of such securities.
 
Accrued Interest Receivable and Payable (Carried at Cost)

The carrying amount of accrued interest receivable and accrued interest payable approximates fair value.

Deposit Liabilities (Carried at Cost)

The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts).  Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.
 
 
 
 
 
 
 
 
 
 
 
 
 
27

 

 
Subordinated Debt (Carried at Cost)

Fair values of subordinated debt are estimated using discounted cash flow analysis, based on market rates currently offered on such debt with similar credit risk characteristics, terms and remaining maturity.  Due to the significant judgment involved in developing the spreads used to value the subordinated debt, it is classified within level 3 of the fair value hierarchy.

Off-Balance Sheet Financial Instruments (Disclosed at notional amounts)

Fair values for the Company’s off-balance sheet financial instruments (lending commitments and letters of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account, the remaining terms of the agreements and the counterparties’ credit standing.

































 
 
 
 
 
 
 
 
 
 
 
28

 
 

The estimated fair values of the Company’s financial instruments were as follows at June 30, 2013 and December 31, 2012:
 
   
Fair Value Measurements at June 30, 2013
 
 
(dollars in thousands)
 
Carrying
Amount
   
Fair
Value
   
Quoted Prices
in Active
Markets for Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
 (Level 2)
   
Significant Unobservable Inputs
 (Level 3)
 
Balance Sheet Data
                             
Financial assets:
                             
Cash and cash equivalents
  $ 56,784     $ 56,784       $ 56,784     $ -     $ -  
Investment securities available for sale
    184,371       184,371         -       178,203       6,168  
Investment securities held to maturity
    68       69         -       69       -  
Restricted stock
    2,326       2,326         -       2,326       -  
Loans held for sale
    282       282         -       -       282  
Loans receivable, net
    628,401       620,770         -       -       620,770  
SBA servicing assets
    2,904       2,904         -       -       2,904  
Accrued interest receivable
    2,969       2,969         -       2,969       -  
                                           
Financial liabilities:
                                         
Deposits
                                         
Demand, savings and money market
  $ 732,642     $ 732,642       $ -     $ 732,642     $ -  
Time
    88,210       88,699         -       88,699       -  
Subordinated debt
    22,476       17,663         -       -       17,663  
Accrued interest payable
    522       522         -       522       -  
                                           
Off-Balance Sheet Data
                                         
Commitments to extend credit
    -       -                            
Standby letters-of-credit
    -       -                            

 
   
Fair Value Measurements at December 31, 2012
 
 
(dollars in thousands)
 
Carrying
Amount
   
Fair
Value
   
Quoted Prices
in Active
Markets for Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
 (Level 2)
   
Significant Unobservable Inputs
 (Level 3)
 
Balance Sheet Data
                             
Financial assets:
                             
Cash and cash equivalents
  $ 128,004     $ 128,004       $ 128,004     $ -     $ -  
Investment securities available for sale
    189,259       189,259         -       183,065       6,194  
Investment securities held to maturity
    67       69         -       69       -  
Restricted stock
    3,816       3,816         -       3,816       -  
Loans held for sale
    82       82         -       -       82  
Loans receivable, net
    608,359       603,237         -       -       603,237  
SBA servicing assets
    2,340       2,340         -       -       2,340  
Accrued interest receivable
    3,128       3,128         -       3,128       -  
                                           
Financial liabilities:
                                         
Deposits
                                         
Demand, savings and money market
  $ 765,967     $ 765,967       $ -     $ 765,967     $ -  
Time
    123,234       124,044         -       124,044       -  
Subordinated debt
    22,476       20,187         -       -       20,187  
Accrued interest payable
    301       301         -       301       -  
                                           
Off-Balance Sheet Data
                                         
Commitments to extend credit
    -       -                            
Standby letters-of-credit
    -       -                            
 
 
 
 
29

 
 
 
ITEM 2:  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management’s discussion and analysis of the Company’s financial condition, changes in financial condition, and results of operations in the accompanying consolidated financial statements.  This discussion should be read in conjunction with the accompanying notes to the consolidated financial statements.
 
Certain statements in this report may be considered to be “forward-looking statements” as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995, such as statements that include the words “would be,” “could be,” “should be,” “probability,” “risk,” “target,” “objective,” “may,” “will,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and similar expressions or variations on such expressions.  The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements.  For example, risks and uncertainties can arise with changes in: general economic conditions, including turmoil in the financial markets and related efforts of government agencies to stabilize the financial system; business conditions in the financial services industry, including competitive pressure among financial services companies, new service and product offerings by competitors, price pressures and similar items. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof.  The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof, except as may be required by applicable laws or regulations.  Readers should carefully review the risk factors described in the Form 10-K for the year ended December 31, 2012 and other documents the Company files from time to time with the SEC, such as Quarterly Reports on Form 10-Q, and any Current Reports on Form 8-K, as well as other filings.
 
Regulatory Reform and Legislation

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) has and will continue to have a broad impact on the financial services industry, including significant regulatory and compliance changes including, among other things, (i) enhanced resolution authority of troubled and failing banks and their holding companies; (ii) increased capital and liquidity requirements; (iii) increased regulatory examination fees; (iv) changes to assessments to be paid to the FDIC for federal deposit insurance; and (v) numerous other provisions designed to improve supervision and oversight of, and strengthening safety and soundness for, the financial services sector.  Additionally, the Dodd-Frank Act establishes a new framework for systemic risk oversight within the financial system to be distributed among new and existing federal regulatory agencies, including the Financial Stability Oversight Council, the Consumer Financial Protection Bureau, the Federal Reserve, the Office of the Comptroller of the Currency, and the FDIC.  A summary of certain provisions of the Dodd-Frank Act is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

Many of the requirements called for in the Dodd-Frank Act will be implemented over time, and most will be subject to implementing regulations over the course of several years.  Given the uncertainty associated with the manner in which the provisions of the Dodd-Frank Act will be implemented by the various regulatory agencies and through regulations, the full extent of the impact such requirements will have on financial institutions’ operations is unclear.  The changes resulting from the Dodd-Frank Act may impact the profitability of the Company’s business activities, require changes to certain of the Company’s business practices, impose upon the Company more stringent capital, liquidity and leverage ratio requirements or otherwise adversely affect the Company’s business. These changes may also require the Company to invest significant management attention and resources to evaluate and make necessary changes in order to comply with new statutory and regulatory requirements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
30

 

 
In June 2012, the federal bank regulatory agencies issued a series of proposed revisions to the agencies’ capital adequacy guidelines and prompt corrective action rules, which were designed to enhance such requirements and implement the revised standards of the Basel Committee on Banking Supervision, commonly referred to as Basel III.  In July 2013, the federal bank regulatory agencies adopted final rules, which differ in certain respects from the June 2012 proposals.

The July 2013 final rules generally implement higher minimum capital requirements, add a new common equity tier 1 capital requirement, and establish criteria that instruments must meet to be considered common equity tier 1 capital, additional tier 1 capital or tier 2 capital.  The new minimum capital to risk-adjusted assets requirements are a common equity tier 1 capital ratio of 4.5% (6.5% to be considered “well capitalized”) and a tier 1 capital ratio of 6.0%, increased from 4.0% (and increased from 6.0% to 8.0% to be considered “well capitalized”); the total capital ratio remains at 8.0% under the new rules (10.0% to be considered “well capitalized”).  Under the new rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer comprised of common equity tier 1 capital above its minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets.  The new minimum capital requirements are effective on January 1, 2015.  The capital contribution buffer requirements phase in over a three-year period beginning January 1, 2016.

The July 2013 final rules include three significant changes from the June 2012 proposals:  (i) the final rules do not change the current risk weighting for residential mortgage exposures; (ii) the final rules permit institutions, other than certain large institutions, to elect to continue to treat certain components of accumulated other comprehensive income as permitted under the current general risk-based capital rules, and not reflect unrealized gains and losses on available-for-sale securities in common equity tier 1 calculations; and (iii) the final rules permit institutions with less than $15.0 billion in assets to grandfather certain non-qualifying capital instruments (including trust preferred securities) issued prior to May 19, 2009 into tier 1 capital.

The Company and the Bank will continue to analyze these new rules and their effects on the business, operations and capital levels of the Company and the Bank.

Financial Condition

Assets

Total assets decreased by $69.0 million, or 7.0%, to $919.7 million at June 30, 2013, compared to $988.7 million at December 31, 2012, mainly due to decreases in cash and cash equivalents and deposit balances.

Cash and Cash Equivalents

Cash and due from banks and interest bearing deposits comprise this category, which consists of our most liquid assets. The aggregate amount in these two categories decreased by $71.2 million, to $56.8 million at June 30, 2013, from $128.0 million at December 31, 2012.  This decrease was primarily caused by a $68.3 million decrease in deposit balances during the first six months of 2013.

Loans Held for Sale

Loans held for sale are comprised of loans guaranteed by the U.S. Small Business Administration (“SBA”) which the Company usually originates with the intention of selling in the future.  Total SBA loans held for sale were $282,000 at June 30, 2013 as compared to $82,000 at December 31, 2012.  Loans held for sale, as a percentage of total Company assets, were less than 1% at June 30, 2013.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
31

 
 
 
Loans Receivable

The loan portfolio represents our largest asset category and is our most significant source of interest income. Our lending strategy is focused on small and medium size businesses and professionals that seek highly personalized banking services.  The loan portfolio consists of secured and unsecured commercial loans including commercial real estate, construction loans, residential mortgages, automobile loans, home improvement loans, home equity loans and lines of credit, overdraft lines of credit and others. Commercial loans typically range between $250,000 and $5,000,000 but customers may borrow significantly larger amounts up to our legal lending limit to a customer, which was approximately $14.8 million at June 30, 2013.  Loans made to one individual customer, even if secured by different collateral, are aggregated for purposes of the lending limit.

Loans increased $19.8 million, or 3.2%, to $637.7 million at June 30, 2013, compared to $617.9 million at December 31, 2012, driven by an increase in loan demand resulting in higher originations during the first six months of 2013.

Investment Securities

Investment securities considered available-for-sale are investments which may be sold in response to changing market and interest rate conditions, and for liquidity and other purposes.  Our investment securities classified as available-for-sale consist primarily of U.S. Government agency mortgage-backed securities (MBS), agency collateralized mortgage obligations (CMO), corporate bonds, municipal securities, asset-backed securities (ABS), and pooled trust preferred securities (CDO). Available-for-sale securities totaled $184.4 million at June 30, 2013, compared to $189.3 million at December 31, 2012.  The decrease was primarily due to proceeds from the sales and maturities of securities totaling $26.3 million partially offset by purchase of investment securities considered available for sale totaling $25.3 million during the first six months of 2013.  At June 30, 2013, the portfolio had a net unrealized loss of $2.6 million compared to a net unrealized gain of $1.6 million at December 31, 2012.  The change in value of the investment portfolio, from an unrealized gain to an unrealized loss, was driven by an increase in market interest rates and widening asset spreads during the second quarter of 2013.

Investment securities held-to-maturity are investments for which there is the intent and ability to hold the investment to maturity. These investments are carried at amortized cost. The held-to-maturity portfolio consists primarily of debt securities. At June 30, 2013 and December 31, 2012, securities held to maturity totaled $68,000 and $67,000, respectively. At both dates, respective carrying values approximated market values.

Restricted Stock

Restricted stock, which represents required investment in the capital stock of correspondent banks related to available credit facilities, is carried at cost as of June 30, 2013 and December 31, 2012.  As of those dates, restricted stock consisted of investments in the capital stock of the Federal Home Loan Bank of Pittsburgh (“FHLB”) and Atlantic Central Bankers Bank (“ACBB”).  During the first and second quarter of 2013, FHLB repurchased 41% of Republic’s total restricted stock outstanding, continuing its recent policy of quarterly repurchases of capital stock in excess of the minimum required investment. In 2012, the FHLB repurchased 29% of Republic’s total restricted stock outstanding. Decisions regarding any future repurchases of restricted stock by the FHLB of Pittsburgh will be made on a quarterly basis.  The FHLB also issued a dividend payment during the first and second quarter of 2013.

At June 30, 2013 and December 31, 2012, the investment in FHLB of Pittsburgh capital stock totaled $2.2 million and $3.7 million, respectively.  At both June 30, 2013 and December 31, 2012, ACBB capital stock totaled $143,000.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
32

 


Bank Owned Life Insurance

At June 30, 2013, the value of the insurance was $0, compared to $10.5 million at December 31, 2012.  The decrease was due to surrender proceeds of $10.5 million received in the second quarter of 2013.

Deposits

Deposits, which include non-interest and interest-bearing demand deposits, money market, savings and time deposits, are Republic’s major source of funding. Deposits are generally solicited from the Company’s market area through the offering of a variety of products to attract and retain customers, with a primary focus on multi-product relationships.

Total deposits decreased by $68.3 million, or 7.7%, to $820.9 million at June 30, 2013 from $889.2 million at December 31, 2012.  The decrease was primarily the result of reductions in certificates of deposit of $35.0 million and money market accounts of $31.8 million. The decrease in money market accounts was primarily driven by the timing of cash flow requirements for certain large deposit relationships during the first six months of 2013. The decrease in certificates of deposit was the result of maturities of internet-based certificates of deposit which the Company considers non-core deposits and intentionally decided not to renew.
 
Shareholders’ Equity
 
Total shareholders’ equity decreased $534,000 to $69.4 million at June 30, 2013, compared to $69.9 million at December 31, 2012, primarily due to accumulated other comprehensive losses associated with unrealized losses in the investment securities portfolio partially offset by net income recognized during the first six months of 2013.  The shift in market value of the securities portfolio resulting in accumulated other comprehensive losses of $1.7 million at June 30, 2013 compared to accumulated other comprehensive income of $1.0 million at December 31, 2012 was primarily driven by an increase in market interest rates and widening asset spreads during the period.

Results of Operations

Three Months Ended June 30, 2013 Compared to Three Months Ended June 30, 2012

The Company reported net income of $1.0 million, or $0.04 per share, for the three months ended June 30, 2013, compared to net income of $1.0 million, or $0.04 per share, for the three months ended June 30, 2012.
 
Net interest income for the three month period ended June 30, 2013 was $8.1 million compared to $8.0 million for the three months ended June 30, 2012.  Interest income decreased $434,000 for the three months ended June 30, 2013 compared to June 30, 2012. Interest expense decreased $507,000, or 31.2%, to $1.1 million for the three months ended June 30, 2013 compared to $1.6 million for the three months ended June 30, 2012. This decrease was primarily due to a 21 basis point decrease in the rate on average deposits outstanding to 0.41%.
 
Non-interest income increased by $371,000 to $2.9 million during the three months ended June 30, 2013 compared to $2.5 million during the three months ended June 30, 2012.  The Company recognized $2.1 million in gains on the sale of SBA loans for the three months ended June 30, 2013 compared to $1.1 million for the three months ended June 30, 2012 as a result of higher SBA loan originations during the current period.  These were partially offset by gains on the sale of investment securities totaling $774,000 recognized during the prior year quarter.
 
Non-interest expenses increased $46,000 to $9.1 million during the three months ended June 30, 2013 compared to $9.0 million during the three months ended June 30, 2012.  An increase in salaries and benefits of $540,000 driven primarily by annual merit increases was offset by a decrease of $395,000 in legal fees as a result of lower costs related to the resolution of troubled loans.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
33

 
 
 
Return on average assets and average equity was 0.44% and 5.77%, respectively, during the three months ended June 30, 2013 compared to 0.42% and 6.06%, respectively, for the three months ended June 30, 2012.
 
Six Months Ended June 30, 2013 compared to June 30, 2012

The Company reported net income of $2.0 million, or $0.08 per share, for the six months ended June 30, 2013 compared to net income of $2.3 million, or $0.09 per share, for the six months ended June 30, 2012.  The decrease in net income was primarily driven by an increase in the required provision for loan losses.  The Company recorded a provision in the amount of $925,000 for the six months ended June 30, 2013 compared to a negative (credit) provision of $250,000 during the six months ended June 30, 2012.  The negative provision recorded for the six months ended June 30, 2012 was driven by a reduction in the allowance for loan losses related to non-impaired loans evaluated collectively for impairment due to a change in the analysis of historical losses.
 
Net interest income for the six months ended June 30, 2013 increased $250,000 to $16.0 million as compared to $15.7 million for the six months ended June 30, 2012.  Interest income decreased $903,000, or 4.7%, due to decreases in yields on loans and investment securities and interest expense decreased $1.2 million, or 32.7%, primarily due to a 23 basis point decrease in the rate on average deposits outstanding.
 
Non-interest income increased $968,000 to $5.1 million during the six months ended June 30, 2013 as compared to $4.1 million during the six months ended June 30, 2012 primarily due to an increase in gains recognized on the sale of SBA loans and increases in loan advisory and servicing fees during the six months ended June 30, 2013.
 
Non-interest expenses increased $340,000 to $18.2 million during the six months ended June 30, 2013 as compared to $17.8 million during the six months ended June 30, 2012.  Return on average assets and average equity from continuing operations were 0.43% and 5.77%, respectively, during the six months ended June 30, 2013 compared to 0.48% and 7.04%, respectively, for the six months ended June 30, 2012.
 
Analysis of Net Interest Income

Historically, the Company’s earnings have depended primarily upon Republic’s net interest income, which is the difference between interest earned on interest-earning assets and interest paid on interest-bearing liabilities. Net interest income is affected by changes in the mix of the volume and rates of interest-earning assets and interest-bearing liabilities. The following table provides an analysis of net interest income, setting forth for the periods’ (i) average assets, liabilities, and shareholders’ equity, (ii) interest income earned on interest-earning assets and interest expense on interest-bearing liabilities, (iii) annualized average yields earned on interest-earning assets and average rates on interest-bearing liabilities, and (iv) Republic’s annualized net interest margin (net interest income as a percentage of average total interest-earning assets).  Averages are computed based on daily balances.  Non-accrual loans are included in average loans receivable.  All yields are adjusted for tax equivalency.
 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
34

 
 

Average Balances and Net Interest Income

 
   
For the three months ended
June 30, 2013
   
For the three months ended
June 30, 2012
 
 
(dollars in thousands)
 
Average
Balance
   
Interest
   
Yield/
Rate(1)
   
Average
Balance
   
Interest
   
Yield/
Rate(1)
 
Interest-earning assets:
                                   
Federal funds sold and other interest-earning assets
  $ 62,419     $ 44       0.28 %   $ 119,275     $ 84       0.28 %
Investment securities and restricted stock
    182,025       1,117       2.45 %     185,091       1,449       3.13 %
Loans receivable
    633,547       8,128       5.15 %     606,617       8,215       5.45 %
Total interest-earning assets
    877,991       9,289       4.24 %     910,983       9,748       4.30 %
Other assets
    50,912                       56,084                  
Total assets
  $ 928,903                     $ 967,067                  
                                                 
Interest-earning liabilities:
                                               
Demand – non-interest bearing
  $ 141,390                     $ 125,528                  
Demand – interest bearing
    180,824       207       0.46 %     126,025       185       0.59 %
Money market & savings
    417,567       428       0.41 %     461,622       722       0.63 %
Time deposits
    88,994       204       0.92 %     157,013       433       1.11 %
Total deposits
    828,775       839       0.41 %     870,188       1,340       0.62 %
Total interest-bearing deposits
    687,385       839       0.49 %     744,660       1,340       0.72 %
Other borrowings
    22,476       278       4.96 %     22,526       284       5.07 %
Total interest-bearing liabilities
    709,861       1,117       0.63 %     767,186       1,624       0.85 %
Total deposits and other borrowings
    851,251       1,117       0.53 %     892,714       1,624       0.73 %
Non interest-bearing other liabilities
    7,379                       7,506                  
Shareholders’ equity
    70,273                       66,847                  
Total liabilities and shareholders’ equity
  $ 928,903                     $ 967,067                  
Net interest income (2)
          $ 8,172                     $ 8,124          
Net interest spread
                    3.61                     3.45
Net interest margin (2)
                    3.73                     3.59
 
(1)Yields on investments are calculated based on amortized cost.
(2)Net interest income and net interest margin are presented on a tax equivalent basis.  Net interest income has been increased over the financial statement amount by $74 and $99 for the three months ended June 30, 2013 and 2012, respectively, to adjust for tax equivalency. The tax equivalent net interest margin is calculated by dividing tax equivalent net interest income by average total interest earning assets.





 

 







 
35

 

 
Average Balances and Net Interest Income

 
   
For the six months ended
June 30, 2013
   
For the six months ended
June 30, 2012
 
(dollars in thousands)
 
Average
Balance
   
Interest
   
Yield/
Rate(1)
   
Average
Balance
   
Interest
   
Yield/
Rate(1)
 
Interest-earning assets:
                                   
Federal funds sold and other interest-earning assets
  $ 74,485       103       0.28 %   $ 140,689     $ 185       0.25 %
Investment securities and restricted stock
    182,702       2,276       2.49 %     181,871       2,896       3.18 %
Loans receivable
    627,628       16,105       5.17 %     599,722       16,342       5.48 %
Total interest-earning assets
    884,815       18,484       4.21 %     922,282       19,423       4.24 %
Other assets
    55,299                       55,626                  
Total assets
  $ 940,114                     $ 977,908                  
                                                 
Interest-earning liabilities:                                                
Demand – non-interest bearing
  $ 142,710                 $ 135,191              
Demand – interest bearing
    175,873       402       0.46 %     121,910       356       0.59 %
Money market & savings
    420,152       930       0.45 %     445,364       1,585       0.72 %
Time deposits
    101,455       483       0.96 %     178,268       1,014       1.14 %
Total deposits
    840,190       1,815       0.44 %     880,733       2,955       0.67 %
Total interest-bearing deposits
    697,480       1,815       0.52 %     745,542       2,955       0.80 %
Other borrowings
    22,476       556       4.99 %     22,550       569       5.07 %
Total interest-bearing liabilities
    719,956       2,371       0.66 %     768,092       3,524       0.92 %
Total deposits and other borrowings
    862,666       2,371       0.55 %     903,283       3,524       0.78 %
Non interest-bearing other liabilities
    7,424                       8,554                  
Shareholders’ equity
    70,024                       66,071                  
Total liabilities and shareholders’ equity
  $ 940,114                     $ 977,908                  
Net interest income (2)
          $
16,113
                    $
15,899
         
Net interest spread
                   
3.55
%                    
3.32
%
Net interest margin (2)
                   
3.67
%                    
3.47
%
 
 
(1)Yields on investments are calculated based on amortized cost.
(2)Net interest income and net interest margin are presented on a tax equivalent basis.  Net interest income has been increased over the financial statement amount by $162 and $198 for the six months ended June 30, 2013 and 2012, respectively, to adjust for tax equivalency. The tax equivalent net interest margin is calculated by dividing tax equivalent net interest income by average total interest earning assets.










 
 

 
 
36

 


Rate/Volume Analysis of Changes in Net Interest Income

Net interest income may also be analyzed by segregating the volume and rate components of interest income and interest expense. The following table sets forth an analysis of volume and rate changes in net interest income for the three and six months ended June 30, 2013, as compared to the three and six months ended June 30, 2012. For purposes of this table, changes in interest income and expense are allocated to volume and rate categories based upon the respective changes in average balances and average rates.
 
   
For the three months ended
June 30, 2013 vs. 2012
   
For the six months ended
June 30, 2013 vs. 2012
 
   
Changes due to:
         
Changes due to:
       
(dollars in thousands)
 
Average
Volume
   
Average
Rate
   
Total
Change
   
Average
Volume
   
Average
Rate
   
Total
Change
 
Interest earned:
                                   
Federal funds sold and other
interest-earning assets
  $ (41 )   $ 1     $ (40 )   $ (92 )   $ 10     $ (82 )
Securities
    (20 )     (312 )     (332 )     10       (630 )     (620 )
Loans
    329       (416 )     (87 )     664       (901 )     (237 )
Total interest-earning assets
    268       (727 )     (459 )     582       (1,521 )     (939 )
                                                 
Interest expense:
                                               
Deposits
                                               
Interest-bearing demand deposits
    63       (41 )     22       123       (77 )     46  
Money market and savings
    (44 )     (250 )     (294 )     (50 )     (605 )     (655 )
Time deposits
    (157 )     (72 )     (229 )     (366 )     (165 )     (531 )
Total deposit interest expense
    (138 )     (363 )     (501 )     (293 )     (847 )     (1,140 )
Other borrowings
    -       (6 )     (6 )     -       (13 )     (13 )
Total interest expense
    (138 )     (369 )     (507 )     (293 )     (860 )     (1,153 )
Net interest income
  $ 406     $ (358 )   $ 48     $ 875     $ (661 )   $ 214  


Net Interest Income

The Company’s total tax equivalent interest income decreased $459,000, or 4.7%, to $9.3 million for the three months ended June 30, 2013 compared to $9.7 million for the three months ended June 30, 2012.  A $26.9 million increase in average loans receivable was offset by a 30 basis point decrease in loan yields and a 68 basis point decrease in investment securities yields for the three months ended June 30, 2013 as compared to June 30, 2012. For the six months ended June 30, 2013, total tax equivalent interest income decreased $939,000, or 4.8%, to $18.5 million compared to the six months ended June 30, 2012.  The increase in average loans receivable of $27.9 million was offset by a 31 basis point decrease in loan yields and a 69 basis point decrease in investment securities yields for the six months ended June 30, 2013 as compared to June 30, 2012. 
 
The Company’s total interest expense decreased $507,000, or 31.2%, to $1.1 million for the three months ended June 30, 2013 compared to $1.6 million for the three months ended June 30, 2012, as the Company continues to lower the rates paid on interest bearing deposit accounts.  Total interest expense for the six months ended June 30, 2013 decreased $1.2 million, or 32.7%, to $2.4 million as compared to $3.5 million for the six months ended June 30, 2012.  Average deposit balances decreased $41.4 million and $40.5 million for the three and six months ended June 30, 2013 respectively, as a result of the Company’s retail focused, customer service strategy, which emphasizes the gathering of low-cost core deposits and has enabled the Company to reduce its dependence on wholesale funding sources like higher cost internet-based certificates of deposit.  The average rate paid on interest-bearing deposits decreased 23 basis points to 0.49%, and 28 basis points to 0.52%, for the three and six months ended June 30, 2013, respectively, compared to 0.72% and 0.80% for the same prior year periods. Average time deposit balances declined $68.0 million and $76.8 million for the three and six months ended June 30, 2013, respectively, primarily as a result of the intentional effort to reduce balances of non-core, internet-based CDs.  The maturity and rollover of higher cost core customer time deposits resulted in the decrease in the average rate paid on time deposits of 19 basis points to 0.92%, and 18 basis points to 0.96% for the three and six months ended June 30, 2013 as compared to the same prior year periods.  Accordingly, rates on total interest-bearing liabilities decreased 22 and 26 basis points during the three and six months ended June 30, 2013, respectively.
 
 
 
 
 
 
 
 
 
 
37

 
 
 
The tax equivalent net interest margin increased 14 basis points to 3.73% for the three months ended June 30, 2013, compared to 3.59% for the three months ended June 30, 2012 and the Company’s tax equivalent net interest income increased $48,000, or 0.6%, to $8.2 million for the three months ended June 30, 2013 as compared to $8.1 million for the three months ended June 30, 2012.  For the six months ended June 30, 2013, the tax equivalent net interest margin increased 20 basis points to 3.67%, compared to 3.47% for the six months ended June 30, 2012 and the Company’s tax equivalent net interest income increased $214,000, or 1.3%, to $16.1 million for the six months ended June 30, 2013 as compared $15.9 million for the six months ended June 30, 2012. 

Provision for Loan Losses

The Company recorded a $925,000 provision for loan losses for the three months ended June 30, 2013 compared to a $500,000 provision for the three months ended June 30, 2012.  The provision for loan losses is charged to operations in an amount necessary to bring the total allowance for loan losses to a level that management believes is adequate to absorb inherent losses in the loan portfolio.  A provision of $925,000 was recorded for the six months ended June 30, 2013 as compared to a negative (credit) provision for loan losses in the amount of $250,000 for the six months ended June 30, 2012.  The negative provision recorded during the first six months of 2012 was mainly attributable to improvement in credit quality in the loan portfolio, along with a reduction in the general reserve component of the allowance for loan losses caused by an adjustment to the analysis of historical losses during the period.  See disclosure under “Credit Quality” and “Allowance for Loan Losses” for further discussion.

Non-Interest Income

Total non-interest income increased $371,000 to $2.9 million for the three months ended June 30, 2013, compared to $2.5 million for the three months ended June 30, 2012.  For the six months ended June 30, 2013, total non-interest income increased $968,000 to $5.1 million as compared to $4.1 million for the six months ended June 30, 2012.  The increases were primarily due to gains recognized on the sale of SBA loans for both the three and six months ended June 30, 2012.
 
Non-Interest Expenses

Total non-interest expenses increased $46,000 to $9.1 million for the three months ended June 30, 2013 as compared to $9.0 million for the three months ended June 30, 2012.  For the six months ended June 30, 2013, total non-interest expenses increased $340,000 to $18.2 million, compared to $17.8 million for the six months ended June 30, 2012.  For the six months ended June 30, 2013, other real estate owned expenses have increased $824,000 due primarily to a writedown on a single property recorded in the current year and salaries and employee benefits which have increased  by $693,000 primarily driven by annual merit increases and higher incentive payouts made to the SBA lending team.  These unfavorable variances were partially offset by a decrease in legal expenses of $920,000 due to reduced costs associated with loan workouts and other corporate matters.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
38

 

 
Benefit for Income Taxes

The Company recorded a benefit for income taxes of $24,000 for the three months ended June 30, 2013, compared to a $7,000 provision for the three months ended June 30, 2012.  For the six months ended June 30, 2013, the Company recorded a benefit of $50,000 compared to a benefit of $62,000 for the six months ended June 30, 2012.  The $50,000 benefit recorded during the first six months of 2013 was the net result of a tax provision in the amount of $560,000 calculated on the net profit generated during the period using the Company’s normal estimated tax rate, offset by an adjustment to the deferred tax asset valuation allowance in the amount of $610,000.  The effective tax rates for the three-month periods ended June 30, 2013 and 2012 were 29% and 29%, respectively, and for the six month period ended June 30, 2013 and 2012 were 29% and 29%, respectively, excluding an adjustment to the deferred tax asset valuation allowance.

The Company evaluates the carrying amount of its deferred tax assets on a quarterly basis or more frequently, if necessary, in accordance with the guidance provided in Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 740 (ASC 740), in particular, applying the criteria set forth therein to determine whether it is more likely than not (i.e. a likelihood of more than 50%) that some portion, or all, of the deferred tax asset will not be realized within its life cycle, based on the weight of available evidence.  If management makes a determination based on the available evidence that it is more likely than not that some portion or all of the deferred tax assets will not be realized in future periods, a valuation allowance is calculated and recorded.  These determinations are inherently subjective and dependent upon estimates and judgments concerning management’s evaluation of both positive and negative evidence.
 
In conducting the deferred tax asset analysis, the Company believes it is important to consider the unique characteristics of an industry or business.  In particular, characteristics such as business model, level of capital and reserves held by financial institutions and their ability to absorb potential losses are important distinctions to be considered for bank holding companies like the Company. In addition, it is also important to consider that NOLs for federal income tax purposes can generally be carried back two years and carried forward for a period of twenty years. In order to realize our deferred tax assets, we must generate sufficient taxable income in such future years.
 
In assessing the need for a valuation allowance, the Company carefully weighed both positive and negative evidence currently available.  Judgment is required when considering the relative impact of such evidence. The weight given to the potential effect of positive and negative evidence must be commensurate with the extent to which it can be objectively verified. A cumulative loss in recent years is a significant piece of negative evidence that is difficult to overcome. Based on the analysis of available positive and negative evidence, the Company determined that a valuation allowance should be recorded as of June 30, 2013 and December 31, 2012.

When calculating an estimate for a valuation allowance, the Company assessed the possible sources of taxable income available under tax law to realize a tax benefit for deductible temporary differences and carryforwards as defined in ASC 740-10-30. As a result of cumulative losses in recent years and the uncertain nature of the current economic environment, the Company did not use projections of future taxable income, exclusive of reversing temporary timing differences and carryforwards, as a factor. The Company will exclude future taxable income as a factor until it can show consistent and sustainable profitability.
 
The Company did assess tax planning strategies as defined under ASC 740-10-30 to determine the amount of a valuation allowance. Strategies reviewed included the sale of investment securities and loans with fair values greater than book values, redeployment of cash and cash equivalents into higher yielding investment options, a switch from tax-exempt to taxable investments and loans, and the election of a decelerated depreciation method for tax purposes on future fixed asset purchases. The Company believes that these tax planning strategies are (a) prudent and feasible, (b) steps that the Company would not ordinarily take, but would take to prevent an operating loss or tax credit carryforward from expiring unused, and (c) would result in the realization of existing deferred tax assets. These tax planning strategies, if implemented, would result in taxable income in the first full reporting period after deployment and accelerate the recovery of deferred tax asset balances if faced with the inability to recover those assets or the risk of potential expiration. The Company believes that these are viable tax planning strategies and appropriately considered in the analysis at this time, but may not align with the strategic direction of the organization today and therefore, has no present intention to implement such strategies.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
39

 
 
 
The net deferred tax asset balance before consideration of a valuation allowance was $16.3 million as of June 30, 2013 and $17.5 million as of December 31, 2012.  The tax planning strategies assessed resulted in the projected realization of approximately $3.0 million in tax assets which can be considered more likely than not to be realized as of June 30, 2013 and $3.6 million as of December 31, 2012. Accordingly, the Company recorded a partial valuation allowance related to the deferred tax asset balance in the amount of $13.3 million as of June 30, 2013 and $13.9 million as of December 31, 2012.

The deferred tax asset will continue to be analyzed on a quarterly basis for changes affecting realizability.  As the Company continues to record consecutive quarters of profitable results, projections of future taxable income become more reliable and can again be used as a factor in assessing the ability to fully realize the deferred tax asset.
 
Including the quarter ended June 30, 2013, the Company has reported six consecutive quarters of profitable results. Additional positive evidence assessed by management includes the Company’s significantly improved risk profile, continued improvement in asset quality, sufficient liquidity, and strong capital ratios.
 
When the determination is made to include projections of future taxable income as a factor in recovering the deferred tax asset, the valuation allowance will be reduced accordingly resulting in a corresponding increase in net income. If the Company continues to experience sustained profitability and can project with reasonable certainty a continuation of profitability into 2014 and beyond it is reasonably possible that this adjustment could be made prior to the year ending December 31, 2013.
 
Commitments, Contingencies and Concentrations

Financial instruments, whose contract amounts represent potential credit risk, were commitments to extend credit of approximately $96.5 million and $99.7 million, and standby letters of credit of approximately $3.0 million and $4.3 million, at June 30, 2013 and December 31, 2012, respectively. These financial instruments constitute off-balance sheet arrangements.  Commitments often expire without being drawn upon.  Substantially all of the $96.5 million of commitments to extend credit at June 30, 2013 were committed as variable rate credit facilities.
 
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. The Company’s commitments generally have fixed expiration dates or other termination clauses and many require the payment of fees.  Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. In issuing commitments, the Company evaluates each customer’s creditworthiness on a case-by-case basis.  The amount of collateral required in connection with any commitment is based on management’s credit evaluation of the customer.  The type of required collateral varies, but may include real estate, marketable securities, pledged deposits, equipment and accounts receivable.

Standby letters of credit are conditional commitments that guarantee the performance of a customer to a third party.  The credit risk and collateral policy involved in issuing letters of credit is essentially the same as that involved in issuing loan commitments.  The amount of collateral which may be pledged to secure a letter of credit is based on management’s credit evaluation of the customer.  The type of collateral which may be held varies, but may include real estate, marketable securities, pledged deposits, equipment and accounts receivable.



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
40

 


Regulatory Matters

The following table presents the capital regulatory ratios for both Republic and the Company as of June 30, 2013, and December 31, 2012 (dollars in thousands):
 
   
Actual
   
For Capital Adequacy Purposes
   
To be well capitalized
under regulatory
capital guidelines
 
   
Amount
   
Ratio
   
Amount
   
Ratio
   
Amount
   
Ratio
 
At June 30, 2013:
                                   
Total risk based capital
                                   
Republic
  $ 98,357       12.90 %   $ 60,983       8.00 %   $ 76,228       10.00 %
Company
    98,899       12.95 %     61,091       8.00 %     -       - %
Tier one risk based capital
                                               
Republic
    89,025       11.68 %     30,491       4.00 %     45,737       6.00 %
Company
    89,567       11.73 %     30,546       4.00 %     -       - %
Tier one leveraged capital
                                               
Republic
    89,025       9.63 %     36,974       4.00 %     46,218       5.00 %
Company
    89,567       9.68 %     37,025       4.00 %     -       - %
                                                 
At December 31, 2012:
                                               
Total risk based capital
                                               
Republic
  $ 96,366       12.70 %   $ 60,685       8.00 %   $ 75,857       10.00 %
Company
    97,006       12.73 %     60,971       8.00 %     -       - %
Tier one leveraged capital
                                               
Republic
    86,883       11.45 %     30,343       4.00 %     45,514       6.00 %
Company
    87,479       11.48 %     30,485       4.00 %     -       - %
Tier one leveraged capital
                                               
Republic
    86,883       8.96 %     38,786       4.00 %     48,483       5.00 %
Company
    87,479       9.01 %     38,838       4.00 %     -       - %
 
Dividend Policy

The Company has not paid any cash dividends on its common stock.  The Company has no plans to pay cash dividends in 2013.  The Company’s ability to pay dividends depends primarily on receipt of dividends from the Company’s subsidiary, Republic.  Dividend payments from Republic are subject to legal and regulatory limitations.  The ability of Republic to pay dividends is also subject to profitability, financial condition, capital expenditures and other cash flow requirements.

Liquidity

Financial institutions must maintain liquidity to meet day-to-day requirements of depositors and borrowers, time investment purchases to market conditions and provide a cushion against unforeseen needs.  Liquidity needs can be met by either reducing assets or increasing liabilities.  The most liquid assets consist of cash and amounts due from banks.

Regulatory authorities require the Company to maintain certain liquidity ratios in order for funds to be available to satisfy commitments to borrowers and the demands of depositors. In response to these requirements, the Company has formed an asset/liability committee (ALCO), comprised of certain members of Republic’s board of directors and senior management to monitor such ratios. The ALCO committee is responsible for managing the liquidity position and interest sensitivity. That committee’s primary objective is to maximize net interest income while configuring Republic’s interest-sensitive assets and liabilities to manage interest rate risk and provide adequate liquidity for projected needs. The ALCO committee meets on a quarterly basis or more frequently if deemed necessary.
 
 
 
 
 
 
 
 
 
 
 
 
41

 
 

The Company’s target and actual liquidity levels are determined by comparisons of the estimated repayment and marketability of interest-earning assets with projected future outflows of deposits and other liabilities. The Company’s most liquid assets, comprised of cash and cash equivalents on the balance sheet, totaled $56.8 million at June 30, 2013, compared to $128.0 million at December 31, 2012.  Loan maturities and repayments are another source of asset liquidity. At June 30, 2013, Republic estimated that more than $35.0 million of loans would mature or repay in the six-month period ending December 31, 2013. Additionally, the majority of its investment securities are available to satisfy liquidity requirements if necessary.  At June 30, 2013, the Company had outstanding commitments (including unused lines of credit and letters of credit) of $99.5 million. Certificates of deposit scheduled to mature in one year totaled $62.8 million at June 30, 2013. The Company anticipates that it will have sufficient funds available to meet its current commitments.
 
Daily funding requirements have historically been satisfied by generating core deposits and certificates of deposit with competitive rates, buying federal funds or utilizing the credit facilities of the Federal Home Loan Bank System (“FHLB”). The Company has established a line of credit with the FHLB of Pittsburgh with total borrowing capacity in the amount of $299.2 million as of June 30, 2013.  As of June 30, 2013 and December 31, 2012, the Company had no outstanding term borrowings with the FHLB.  The Company had no short-term borrowings at both June 30, 2013 and December 31, 2012.  The Company has also established a contingency line of credit of $10.0 million with Atlantic Central Bankers Bank (“ACBB”) to assist in managing its liquidity position. The Company had no amounts outstanding against the ACBB line of credit at both June 30, 2013 and December 31, 2012.
 
Investment Securities Portfolio

At June 30, 2013, the Company identified certain investment securities that were being held for indefinite periods of time, including securities that will be used as part of the Company’s asset/liability management strategy and that may be sold in response to changes in interest rates, prepayments and similar factors.  These securities are classified as available for sale and are intended to increase the flexibility of the Company’s asset/liability management.  Available for sale securities consist primarily of U.S Government Agency mortgage-backed securities (MBS), agency collateralized mortgage obligations (CMO), municipal securities, corporate bonds, asset-backed securities and pooled trust preferred securities (CDO).  Available-for-sale securities totaled $184.4 million and $189.3 million as of June 30, 2013 and December 31, 2012, respectively.  At June 30, 2013 and December 31, 2012, the portfolio had net unrealized losses of $2.6 million and net unrealized gains of $1.6 million, respectively.
 
Loan Portfolio

The Company’s loan portfolio consists of secured and unsecured commercial loans including commercial real estate, construction loans, residential mortgages, automobile loans, home improvement loans, home equity loans and lines of credit, overdraft lines of credit and others.  Commercial loans are primarily secured term loans made to small to medium-sized businesses and professionals for working capital, asset acquisition and other purposes. Commercial loans are originated as either fixed or variable rate loans with typical terms of 1 to 5 years. Republic’s commercial loans typically range between $250,000 and $5,000,000 million but customers may borrow significantly larger amounts up to Republic’s combined legal lending limit, which was approximately $14.8 million at June 30, 2013.  Individual customers may have several loans often secured by different collateral.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
42

 


Credit Quality

Republic’s written lending policies require specified underwriting, loan documentation and credit analysis standards to be met prior to funding, with independent credit department approval for the majority of new loan balances. A committee consisting of senior management and certain members of the Board of Directors oversees the loan approval process to monitor that proper standards are maintained, while approving the majority of commercial loans.
 
Loans, including impaired loans, are generally classified as non-accrual if they are past due as to maturity or payment of interest or principal for a period of more than 90 days, unless such loans are well-secured and in the process of collection. Loans that are on a current payment status or past due less than 90 days may also be classified as non-accrual if repayment in full of principal and/or interest is in doubt.
 
Loans may be returned to accrual status when all principal and interest amounts contractually due are reasonably assured of repayment within an acceptable period of time, and there is a sustained period of repayment performance by the borrower, in accordance with the contractual terms.
 
While a loan is classified as non-accrual or as an impaired loan and the future collectability of the recorded loan balance is doubtful, collections of interest and principal are generally applied as a reduction to principal outstanding. When the future collectability of the recorded loan balance is expected, interest income may be recognized on a cash basis. For non-accrual loans, which have been partially charged off, recognition of interest on a cash basis is limited to that which would have been recognized on the recorded loan balance at the contractual interest rate. Cash interest receipts in excess of that amount are recorded as recoveries to the allowance for loan losses until prior charge-offs have been fully recovered.
 
The following table shows information concerning loan delinquency and non-performing assets as of the dates indicated (dollars in thousands):
 
   
June 30,
2013
   
December 31,
2012
 
Loans accruing, but past due 90 days or more
  $ -     $ 202  
Non-accrual loans
    13,340       15,846  
Total non-performing loans(1)
    13,340       16,048  
Other real estate owned
    6,584       8,912  
Total non-performing assets(1)
  $ 19,924     $ 24,960  
                 
Non-performing loans as a percentage of total loans, net of unearned income(1)
   
  2.09%
     
2.60%
 
Non-performing assets as a percentage of total assets
   
2.17%
     
2.52%
 
 

(1)  
Non-performing loans are comprised of (i) loans that are on non-accrual basis and (ii) accruing loans that are 90 days or more past due. Non-performing assets are composed of non-performing loans and other real estate owned.

Non-accrual loans decreased $2.5 million to $13.3 million at June 30, 2013, from $15.8 million at December 31, 2012. This decrease was primarily the result of payoffs in the amount of $1.7 million and charge-offs of $1.2 million during the first six months of 2013. In addition to non-accrual loans, impaired loans also include loans that are currently performing but potential credit concerns with the borrowers’ financial condition have caused management to have doubts as to the ability of such borrowers to continue to comply with present repayment terms. At June 30, 2013 and December 31, 2012, all identified impaired loans are included in the preceding table, or are internally classified and individually evaluated for impairment in accordance with the guidance under ASC 310.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
43

 

 
Republic had delinquent loans as follows: (i) 30 to 59 days past due, in the aggregate principal amount of $5.5 million and $1.1 million at June 30, 2013 and December 31, 2012, respectively; (ii) 60 to 89 days past due, at June 30, 2013 and December 31, 2012, in the aggregate principal amount of $12.8 and $27.8 million, respectively. Delinquent loans are currently in the process of collection and management believes they are supported by adequate collateral.
 
Other Real Estate Owned

The balance of other real estate owned decreased by $2.3 million to $6.6 million at June 30, 2013 from $8.9 million at December 31, 2012 primarily due to the sale of one foreclosed property and writedowns on two foreclosed properties during the first six months of 2013.
 
  The following table presents a reconciliation of other real estate owned for the six months ended June 30, 2013 and the year ended December 31, 2012:
 
(dollars in thousands)
 
June 30,2013
   
December 31, 2012
 
Beginning Balance, January 1st
  $ 8,912     $ 6,479  
Additions
    246       2,907  
Valuation adjustments
    (821 )     (140 )
Dispositions
    (1,753 )     (334 )
Ending Balance
  $ 6,584     $ 8,912  

At June 30, 2013, the Company had no credit exposure to “highly leveraged transactions” as defined by the FDIC.

Allowance for Loan Losses

The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio. The Company evaluates the need to establish an allowance against loan losses on a quarterly basis. When an increase in this allowance is necessary, a provision for loan losses is charged to earnings. The allowance for loan losses consists of three components. The first component is allocated to individually evaluated loans found to be impaired and is calculated in accordance with ASC 310. The second component is allocated to all other loans that are not individually identified as impaired pursuant to ASC 310-10 (“non-impaired loans”). This component is calculated for all non-impaired loans on a collective basis in accordance with ASC 450. The third component is an unallocated allowance to account for a level of imprecision in management’s estimation process.

The Company evaluates loans for impairment and potential charge-off on a quarterly basis.  Management regularly monitors the condition of borrowers and assesses both internal and external factors in determining whether any loan relationships have deteriorated. Any loan rated as substandard or lower will have an individual collateral evaluation analysis prepared to determine if a deficiency exists. We first evaluate the primary repayment source.  If the primary repayment source is seriously inadequate and unlikely to repay the debt, we then look to the secondary and/or tertiary repayment sources. Secondary sources are conservatively reviewed for liquidation values. Updated appraisals and financial data are obtained to substantiate current values.  If the reviewed sources are deemed to be inadequate to cover the outstanding principal and any costs associated with the resolution of the troubled loan, an estimate of the deficient amount will be calculated and a specific allocation of loan loss reserve is recorded.
 
Factors considered in the calculation of the allowance for non-impaired loans include several qualitative and quantitative factors such as historical loss experience, trends in delinquency and nonperforming loan balances, changes in risk composition and underwriting standards, experience and ability of management, and general economic conditions along with other external factors. Historical loss experience is analyzed by reviewing charge-offs over a three year period to determine loss rates consistent with the loan categories depicted in the allowance for loan loss table below.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
44

 

 
Prior to the first quarter of 2012, historical losses for all commercial loans secured by real estate were aggregated into one group for purposes of calculating a loss rate for loans collectively evaluated for impairment in the allowance for loan loss calculation. During the first quarter of 2012, management elected to disaggregate this grouping into five separate categories based on distinct risk factors to provide a more detailed estimate for the allowance calculation. This change resulted in a reduction of approximately $2.6 million in the estimated allowance required for non-impaired loans in the first quarter of 2012 due to the application of lower loss rates to a larger segment of the commercial real estate portfolio with a lower risk profile.

The factors supporting the allowance for loan losses do not diminish the fact that the entire allowance for loan losses is available to absorb losses in the loan portfolio and related commitment portfolio, respectively. The Company’s principal focus, therefore, is on the adequacy of the total allowance for loan losses. The allowance for loan losses is subject to review by banking regulators. The Company’s primary bank regulators regularly conduct examinations of the allowance for loan losses and make assessments regarding the adequacy and the methodology employed in their determination.

































 
 
 
 
 
 
 
 
 
 
 
 
 
45

 

 
An analysis of the allowance for loan losses for the six months ended June 30, 2013 and 2012, and the twelve months ended December 31, 2012 is as follows:
 
 
                   
(dollars in thousands)
 
For the six months ended June 30, 2013
   
For the twelve months ended December 31, 2012
   
For the six months ended June 30, 2012
 
                   
Balance at beginning of period
  $ 9,542     $ 12,050     $ 12,050  
Charge-offs:
                       
Commercial real estate
    409       1,582       766  
Construction and land development
    55       1,004       921  
Commercial and industrial
    361       1,304       760  
Owner occupied real estate
    319       -       -  
Consumer and other
    75       102       101  
Residential mortgage
    -       -       -  
Total charge-offs
    1,219       3,992       2,548  
Recoveries:
                       
Commercial real estate
    54       -       -  
Construction and land development
    -       105       105  
Commercial and industrial
    5       -       -  
Owner occupied real estate
    -       -       -  
Consumer and other
    25       29       28  
Residential mortgage
    -       -       -  
Total recoveries
    84       134       133  
Net charge-offs
    1,135       3,858       2,415  
Provision (credit) for loan losses
    925       1,350       (250 )
Balance at end of period
  $ 9,332     $ 9,542     $ 9,385  
                         
Average loans outstanding(1)
  $ 627,628     $ 609,943     $ 599,722  
As a percent of average loans:(1)                        
Net charge-offs (annualized)
    0.36 %      0.63 %      0.81 %
Provision (credit) for loan losses (annualized)
    0.29 %      0.22 %      (0.08 )%
Allowance for loan losses
     1.49 %      1.56 %      1.56 %
Allowance for loan losses to:
                       
Total loans, net of unearned income
     1.46 %      1.54 %      1.55 %
Total non-performing loans
     69.96 %      59.46 %      86.16 %
 
(1)  
Includes non-accruing loans.
 

The Company recorded a provision for loan losses of $925,000 during the six month period ended June 30, 2013 compared to a negative (credit) provision for loan losses of $250,000 for the six month period ended June 30, 2012. During the first six months of 2013, increases in allowances required for loans individually evaluated for impairment were primarily the result of changes in estimated collateral values driven by updated appraisals received during the period. The negative provision recorded in the first six months of 2012 was driven by a reduction in the allowance for loan losses related to non-impaired loans evaluated collectively for impairment due to a change in the analysis of historical losses as described previously.

The allowance for loan losses as a percentage of non-performing loans (coverage ratio) was 69.96% at June 30, 2013, compared to 59.46% at December 31, 2012 and 86.16% at June 30, 2012. Total non-performing loans were $13.3 million, $16.0 million and $10.9 million at June 30, 2013, December 31, 2012 and June 30, 2012, respectively.
 
 
 
 
 
 
 
46

 
 
 
Our credit monitoring process assesses the ultimate collectability of an outstanding loan balance from all potential sources. When a loan is determined to be uncollectible it is charged-off against the allowance for loan losses. Unsecured commercial loans and all consumer loans are charged-off immediately upon reaching the 90-day delinquency mark unless they are well secured and in the process of collection.  The timing on charge-offs of all other loan types is subjective and will be recognized when management determines that full repayment, either from the cash flow of the borrower, collateral sources, and/or guarantors, will not be sufficient and that repayment is unlikely.  A full or partial charge-off is recognized equal to the amount of the estimated deficiency calculation.

Serious delinquency is often the first indicator of a potential charge-off. Reductions in appraised collateral values and deteriorating financial condition of borrowers and guarantors are factors considered when evaluating potential charge-offs. The likelihood of possible recoveries or improvements in a borrower’s financial condition are also assessed when considering a charge-off.  The Company recorded net charge-offs of $1.1 million during the six month period ended June 30, 2013, compared to $2.4 million during the six month period ended June 30, 2012.
 
Partial charge-offs of non-performing and impaired loans can significantly reduce the coverage ratio and other credit loss statistics due to the fact that the balance of the allowance for loan losses will be reduced while still carrying the remainder of a non-performing loan balance in the impaired loan category.  The amount of non-performing loans for which partial charge-offs have been recorded amounted to $12.3 million at June 30, 2013 compared to $11.3 million at December 31, 2012. The Company’s charge-off policy is reviewed on an annual basis and updated as necessary.  During the six month period ended June 30, 2013, there were no changes made to this policy.
 
Recent Accounting Pronouncements

ASU 2013-02

In February 2013, the FASB issued ASU 2013-02, “Reporting of Amounts Reclassified Out of Comprehensive Income.” The amendments in this ASU are intended to improve the reporting of reclassifications out of accumulated other comprehensive income by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required to be reclassified in its entirety to net income.  For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required that provide additional detail about those amounts.  This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account instead of directly to income or expense in the same reporting period.  The ASU was effective for public entities for reporting periods beginning after December 15, 2012 and did not have a material impact on the Company’s financial statements.

Effects of Inflation

The majority of assets and liabilities of a financial institution are monetary in nature. Therefore, a financial institution differs greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories.  Management believes that the most significant impact of inflation on its financial results is through the Company’s need and ability to react to changes in interest rates.  Management attempts to maintain an essentially balanced position between rate sensitive assets and liabilities over a one-year time horizon in order to protect net interest income from being affected by wide interest rate fluctuations.
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
47

 

 
ITEM 3: QUANTITATIVE AND QUALITATIVE INFORMATION ABOUT MARKET RISK

There has been no material change in the Company’s assessment of its sensitivity to market risk since its presentation in the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on March 15, 2013.
 
ITEM 4: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures  

The Company maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 The Company’s management, with the participation of the principal executive officer and the principal financial officer, conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of the Company’s disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e). Based on this evaluation, the principal executive officer and the principal financial officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e), were effective at the reasonable assurance level.
 
Changes in Internal Controls

The principal executive officer and principal financial officer also conducted an evaluation of the Company’s internal control over financial reporting (“Internal Control”) to determine whether any changes in Internal Control occurred during the quarter ended June 30, 2013 that have materially affected or which are reasonably likely to materially affect Internal Control.  Based on that evaluation, there has been no such change during the quarter ended June 30, 2013.

Limitations on the Effectiveness of Controls

Control systems, no matter how well designed and operated, can provide only reasonable, not an absolute, level of assurance that the objectives of the control system are met.  The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
48

 
 

PART II.   OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The Company and Republic are from time to time parties (plaintiff or defendant) to lawsuits in the normal course of business. While any litigation involves an element of uncertainty, management is of the opinion that the liability of the Company and Republic, if any, resulting from such actions will not have a material effect on the financial condition or results of operations of the Company and Republic.
 
ITEM 1A. RISK FACTORS

Significant risk factors could adversely affect the Company’s business, financial condition and results of operation.  Risk factors discussing these risks can be found in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 and Form 10-Q for the quarter ended March 31, 2013.  The risk factors in the Company’s Annual Report on Form 10-K have not materially changed. You should carefully consider these risk factors. The risks described in the Company’s Form 10-K and Form 10-Q are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

       Not applicable.

ITEM 5.  OTHER INFORMATION

None.














 
 
 
 
 
 
 
 

 
 
49

 

 
ITEM 6.  EXHIBITS

The following Exhibits are filed as part of this report.  (Exhibit numbers correspond to the exhibits required by Item 601 of Regulation S-K for quarterly reports on Form 10-Q).

Exhibit
Number
 
 
Description
 
 
Location
         
3.1
 
Amended and Restated Articles of Incorporation of Republic First Bancorp, Inc.
 
Incorporated by reference to Form 8-K filed May 13, 2010
         
3.2
 
Amended and Restated By-Laws of Republic First Bancorp, Inc.
 
Incorporated by reference to Form S-1 filed April 23, 2010  (333-166286)
         
31.1
 
Rule 13a-14(a)/15d-14(a) Certification of Chairman and Chief Executive Officer of Republic First Bancorp, Inc.
 
         
31.2
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Republic First Bancorp, Inc.
 
         
32.1
 
Section 1350 Certification of Harry D. Madonna
 
         
32.2
 
Section 1350 Certification of Frank A. Cavallaro
 
         
101
 
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012, (ii) Consolidated Statements of Income for the three and six months ended June 30, 2013 and 2012, (iii)  Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2013 and 2012, (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012, (v) Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2013  and 2012, and (vi) Notes to Consolidated Financial Statements.
 
*
         
* Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
50

 
 
 
SIGNATURES

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


   
REPUBLIC FIRST BANCORP, INC.
     
Date:  August 12, 2013
By:
/s/ Harry D. Madonna
   
Harry D. Madonna
   
Chairman, President and Chief Executive Officer
(principal executive officer)
     
Date:  August 12, 2013
By:
/s/ Frank A. Cavallaro
   
Frank A. Cavallaro
   
Executive Vice President and Chief Financial Officer
(principal financial and accounting officer)
     
 
 
 
 
51