e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
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þ |
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2009
or
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o |
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File No.: 000-25805
Fauquier Bankshares, Inc.
(Exact name of registrant as specified in its charter)
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Virginia
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54-1288193 |
(State or other jurisdiction of
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(I.R.S. Employer Identification No.) |
incorporation or organization) |
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10 Courthouse Square, Warrenton, Virginia
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20186 |
(Address of principal executive offices)
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(Zip Code) |
(540) 347-2700
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer o |
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Accelerated filer þ |
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Non-accelerated filer o (Do not check if a smaller reporting company) |
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Smaller reporting company o |
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act.)
Yes o No þ
The registrant had 3,598,537 shares of common stock outstanding as of November 5, 2009.
FAUQUIER BANKSHARES, INC.
INDEX
2
Part I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Fauquier Bankshares, Inc. and Subsidiaries
Consolidated Balance Sheets
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September 30, |
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December 31, |
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2009 |
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2008 |
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(Unaudited) |
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(Audited) |
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Assets |
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Cash and due from banks |
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$ |
5,491,989 |
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$ |
7,698,661 |
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Interest-bearing deposits in other banks |
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14,964,633 |
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3,324,501 |
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Federal funds sold |
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10,340 |
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|
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Securities available for sale |
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38,275,106 |
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37,839,375 |
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Loans, net of allowance for loan losses of $5,221,035
in 2009 and $4,779,662 in 2008 |
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455,391,125 |
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434,678,433 |
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Bank premises and equipment, net |
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12,827,259 |
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8,621,217 |
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Accrued interest receivable |
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1,462,759 |
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1,549,597 |
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Other real estate owned |
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2,029,085 |
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3,034,470 |
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Other assets |
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17,931,939 |
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17,768,978 |
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Total assets |
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$ |
548,384,235 |
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$ |
514,515,232 |
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Liabilities and Shareholders Equity |
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Deposits: |
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Noninterest-bearing |
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64,347,781 |
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69,065,944 |
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Interest-bearing: |
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NOW accounts |
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81,296,578 |
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74,555,901 |
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Savings and money market accounts |
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102,924,321 |
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102,810,758 |
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Time certificates of deposit |
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186,998,679 |
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153,861,028 |
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Total interest-bearing |
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371,219,578 |
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331,227,687 |
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Total deposits |
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435,567,359 |
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400,293,631 |
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Federal funds purchased |
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10,000,000 |
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18,275,000 |
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Federal Home Loan Bank advances |
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50,000,000 |
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45,000,000 |
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Company-obligated mandatorily redeemable
capital securities |
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4,124,000 |
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4,124,000 |
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Other liabilities |
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6,091,826 |
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5,334,664 |
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Commitments and contingencies |
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Total liabilities |
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505,783,185 |
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473,027,295 |
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Shareholders Equity |
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Common stock, par value, $3.13; authorized 8,000,000
shares: issued and outstanding, 2009: 3,598,537 shares
(includes nonvested shares of 51,134); 2008: 3,564,317 shares
(includes nonvested shares of 38,219) |
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11,103,371 |
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11,036,687 |
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Retained earnings |
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33,362,931 |
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32,668,530 |
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Accumulated other comprehensive income (loss), net |
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(1,865,252 |
) |
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(2,217,280 |
) |
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Total shareholders equity |
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42,601,050 |
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41,487,937 |
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Total liabilities and shareholders equity |
|
$ |
548,384,235 |
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$ |
514,515,232 |
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|
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|
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|
See accompanying Notes to Consolidated Financial Statements.
3
Fauquier Bankshares, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
For the Three Months Ended September 30, 2009 and 2008
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2009 |
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2008 |
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Interest Income |
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Interest and fees on loans |
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$ |
6,698,083 |
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$ |
6,768,554 |
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Interest and dividends on securities available for sale: |
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Taxable interest income |
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307,862 |
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366,630 |
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Interest income exempt from federal income taxes |
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59,374 |
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58,289 |
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Dividends |
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22,291 |
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59,978 |
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Interest on federal funds sold |
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38 |
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3 |
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Interest on deposits in other banks |
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4,511 |
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15,305 |
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Total interest income |
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7,092,159 |
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7,268,759 |
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Interest Expense |
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Interest on deposits |
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1,310,379 |
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1,761,639 |
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Interest on federal funds purchased |
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15,698 |
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23,877 |
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Interest on Federal Home Loan Bank advances |
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274,382 |
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519,870 |
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Distribution on capital securities of subsidiary trusts |
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23,483 |
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|
45,757 |
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Total interest expense |
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1,623,942 |
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2,351,143 |
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Net interest income |
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5,468,217 |
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4,917,616 |
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Provision for loan losses |
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360,000 |
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431,000 |
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Net interest income after provision for loan losses |
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5,108,217 |
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4,486,616 |
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Other Income |
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Wealth management income |
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|
317,811 |
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|
324,890 |
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Service charges on deposit accounts |
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700,521 |
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|
722,065 |
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Other service charges, commissions and income |
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419,256 |
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436,889 |
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(Loss) on impairment of securities |
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|
(245,741 |
) |
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(297,500 |
) |
(Loss) on sale of other real estate owned |
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(3,000 |
) |
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Total other income |
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1,191,847 |
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1,183,344 |
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Other Expenses |
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Salaries and benefits |
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2,677,232 |
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2,141,693 |
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Net occupancy expense of premises |
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|
387,895 |
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|
328,600 |
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Furniture and equipment |
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|
259,107 |
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313,889 |
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Marketing expense |
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184,127 |
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|
142,873 |
|
Legal, audit, and consulting expense |
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220,023 |
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261,178 |
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Data processing expense |
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|
232,563 |
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|
325,227 |
|
Federal Deposit Insurance Corporation assessment |
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|
145,050 |
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|
64,174 |
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Other operating expenses |
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|
915,151 |
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|
678,431 |
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Total other expenses |
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5,021,148 |
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4,256,065 |
|
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|
|
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Income before income taxes |
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1,278,916 |
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|
|
1,413,895 |
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Income tax expense |
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|
322,982 |
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|
478,892 |
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Net Income |
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$ |
955,934 |
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|
$ |
935,003 |
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|
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|
|
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|
|
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|
Earnings per Share, basic |
|
$ |
0.27 |
|
|
$ |
0.26 |
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|
|
|
|
|
|
|
|
|
|
|
|
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|
Earnings per Share, assuming dilution |
|
$ |
0.26 |
|
|
$ |
0.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Dividends per Share |
|
$ |
0.20 |
|
|
$ |
0.20 |
|
|
|
|
|
|
|
|
See accompanying Notes to Consolidated Financial Statements.
4
Fauquier Bankshares, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
For the Nine Months Ended September 30, 2009 and 2008
|
|
|
|
|
|
|
|
|
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|
2009 |
|
|
2008 |
|
Interest Income |
|
|
|
|
|
|
|
|
Interest and fees on loans |
|
$ |
19,587,882 |
|
|
$ |
20,292,584 |
|
Interest and dividends on securities available for sale: |
|
|
|
|
|
|
|
|
Taxable interest income |
|
|
980,004 |
|
|
|
1,028,308 |
|
Interest income exempt from federal income taxes |
|
|
178,759 |
|
|
|
174,700 |
|
Dividends |
|
|
42,519 |
|
|
|
183,098 |
|
Interest on federal funds sold |
|
|
194 |
|
|
|
33,296 |
|
Interest on deposits in other banks |
|
|
11,488 |
|
|
|
27,851 |
|
|
|
|
|
|
|
|
Total interest income |
|
|
20,800,846 |
|
|
|
21,739,837 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense |
|
|
|
|
|
|
|
|
Interest on deposits |
|
|
4,310,152 |
|
|
|
5,485,364 |
|
Interest on federal funds purchased |
|
|
38,544 |
|
|
|
87,236 |
|
Interest on Federal Home Loan Bank advances |
|
|
770,743 |
|
|
|
1,401,345 |
|
Distribution on capital securities of subsidiary trusts |
|
|
88,703 |
|
|
|
155,462 |
|
|
|
|
|
|
|
|
Total interest expense |
|
|
5,208,142 |
|
|
|
7,129,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
15,592,704 |
|
|
|
14,610,430 |
|
|
|
|
|
|
|
|
|
|
Provision for loan losses |
|
|
920,000 |
|
|
|
1,721,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses |
|
|
14,672,704 |
|
|
|
12,889,430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income |
|
|
|
|
|
|
|
|
Wealth management income |
|
|
814,855 |
|
|
|
1,000,127 |
|
Service charges on deposit accounts |
|
|
2,026,642 |
|
|
|
2,098,330 |
|
Other service charges, commissions and income |
|
|
1,212,112 |
|
|
|
1,478,325 |
|
Gain on sale of securities |
|
|
|
|
|
|
87,585 |
|
(Loss) on impairment of securities |
|
|
(412,129 |
) |
|
|
(422,500 |
) |
Gain (Loss) on sale of other real estate owned |
|
|
(135,759 |
) |
|
|
25,718 |
|
|
|
|
|
|
|
|
Total other income |
|
|
3,505,721 |
|
|
|
4,267,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Expenses |
|
|
|
|
|
|
|
|
Salaries and benefits |
|
|
7,362,842 |
|
|
|
6,768,719 |
|
Net occupancy expense of premises |
|
|
1,013,204 |
|
|
|
958,926 |
|
Furniture and equipment |
|
|
808,388 |
|
|
|
885,431 |
|
Advertising expense |
|
|
492,485 |
|
|
|
468,469 |
|
Legal, audit, and consulting expense |
|
|
1,032,927 |
|
|
|
802,566 |
|
Data processing expense |
|
|
906,487 |
|
|
|
987,569 |
|
Federal Deposit Insurance Corporation assessment |
|
|
675,150 |
|
|
|
86,903 |
|
Other operating expenses |
|
|
2,347,868 |
|
|
|
2,088,464 |
|
|
|
|
|
|
|
|
Total other expenses |
|
|
14,639,351 |
|
|
|
13,047,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
3,539,074 |
|
|
|
4,109,968 |
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
936,550 |
|
|
|
1,224,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
2,602,524 |
|
|
$ |
2,885,923 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per Share, basic |
|
$ |
0.72 |
|
|
$ |
0.82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per Share, assuming dilution |
|
$ |
0.72 |
|
|
$ |
0.81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per Share |
|
$ |
0.60 |
|
|
$ |
0.60 |
|
|
|
|
|
|
|
|
See accompanying Notes to Consolidated Financial Statements.
5
Fauquier Bankshares, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders Equity
For the Nine Months Ended September 30, 2009 and 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
Common |
|
|
Retained |
|
|
Comprehensive |
|
|
Comprehensive |
|
|
|
|
|
|
Stock |
|
|
Earnings |
|
|
Income (Loss) |
|
|
Income |
|
|
Total |
|
Balance, December 31, 2007 |
|
$ |
10,974,293 |
|
|
$ |
31,626,627 |
|
|
$ |
(773,168 |
) |
|
|
|
|
|
$ |
41,827,752 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
2,885,923 |
|
|
|
|
|
|
$ |
2,885,923 |
|
|
|
2,885,923 |
|
Other comprehensive income net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
holding gains (losses) on securities available
for sale, net of tax benefit of $1,145,186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,523,548 |
) |
|
|
|
|
Add: reclassification adjustments, net of tax
benefit of $12,721 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
322,194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) net of tax of $1,132,465 |
|
|
|
|
|
|
|
|
|
|
(2,201,354 |
) |
|
|
(2,201,354 |
) |
|
|
(2,201,354 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
684,569 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of changing pension plan measurement date,
pursuant to FAS 158, net of deferred income tax
benefit of $12,437 |
|
|
|
|
|
|
(24,144 |
) |
|
|
|
|
|
|
|
|
|
|
(24,144 |
) |
Initial implementation of EITF 06-4, net of income tax
benefit of $6,433 |
|
|
|
|
|
|
(12,487 |
) |
|
|
|
|
|
|
|
|
|
|
(12,487 |
) |
Cash dividends ($.60 per share) |
|
|
|
|
|
|
(2,140,915 |
) |
|
|
|
|
|
|
|
|
|
|
(2,140,915 |
) |
Acquisition of 7,332 shares of common stock |
|
|
(22,949 |
) |
|
|
(103,123 |
) |
|
|
|
|
|
|
|
|
|
|
(126,072 |
) |
Amortization of unearned compensation,
restricted stock awards |
|
|
|
|
|
|
244,227 |
|
|
|
|
|
|
|
|
|
|
|
244,227 |
|
Restricted Stock forfeiture |
|
|
|
|
|
|
(49,604 |
) |
|
|
|
|
|
|
|
|
|
|
(49,604 |
) |
Issuance of common stock nonvested shares
(10,315 shares) |
|
|
32,286 |
|
|
|
(32,286 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options |
|
|
59,220 |
|
|
|
128,300 |
|
|
|
|
|
|
|
|
|
|
|
187,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2008 |
|
$ |
11,042,850 |
|
|
$ |
32,522,518 |
|
|
$ |
(2,974,522 |
) |
|
|
|
|
|
$ |
40,590,846 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008 |
|
$ |
11,036,687 |
|
|
$ |
32,668,530 |
|
|
$ |
(2,217,280 |
) |
|
|
|
|
|
$ |
41,487,937 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
2,602,524 |
|
|
|
|
|
|
|
2,602,524 |
|
|
|
2,602,524 |
|
Other comprehensive income net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains on securities available
for sale, net of tax of $21,446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,630 |
|
|
|
|
|
Add: reclassification adjustments, net of tax
benefit of $101,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
310,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income net of tax of $123,177 |
|
|
|
|
|
|
|
|
|
|
352,028 |
|
|
|
352,028 |
|
|
|
352,028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,954,552 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends ($.60 per share) |
|
|
|
|
|
|
(2,158,322 |
) |
|
|
|
|
|
|
|
|
|
|
(2,158,322 |
) |
Amortization of unearned compensation,
restricted stock awards |
|
|
|
|
|
|
218,843 |
|
|
|
|
|
|
|
|
|
|
|
218,843 |
|
Issuance of common stock nonvested
shares (10,585 shares) |
|
|
33,131 |
|
|
|
(33,131 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options |
|
|
33,553 |
|
|
|
64,487 |
|
|
|
|
|
|
|
|
|
|
|
98,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2009 |
|
$ |
11,103,371 |
|
|
$ |
33,362,931 |
|
|
$ |
(1,865,252 |
) |
|
|
|
|
|
$ |
42,601,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Consolidated Financial Statements.
6
Fauquier Bankshares, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2009 and 2008
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Cash Flows from Operating Activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
2,602,524 |
|
|
$ |
2,885,923 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
602,622 |
|
|
|
696,976 |
|
Provision for loan losses |
|
|
920,000 |
|
|
|
1,721,000 |
|
Loss (gain) on sale of other real estate |
|
|
135,759 |
|
|
|
(25,718 |
) |
Loss on impairment of securities |
|
|
412,129 |
|
|
|
422,500 |
|
(Gain) on sale of securities |
|
|
|
|
|
|
(87,585 |
) |
Amortization (accretion) of security premiums, net |
|
|
(32,079 |
) |
|
|
(7,486 |
) |
Amortization of unearned compensation, net of forfeiture |
|
|
218,843 |
|
|
|
194,623 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
(Increase) in other assets |
|
|
(257,471 |
) |
|
|
(315,556 |
) |
(Decrease) increase in other liabilities |
|
|
757,163 |
|
|
|
(19,209 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
5,359,490 |
|
|
|
5,465,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities |
|
|
|
|
|
|
|
|
Proceeds from sale of securities available for sale |
|
|
|
|
|
|
9,078,470 |
|
Proceeds from maturities, calls and principal
payments of securities available for sale |
|
|
7,127,108 |
|
|
|
3,710,672 |
|
Purchase of securities available for sale |
|
|
(6,689,614 |
) |
|
|
(13,965,595 |
) |
Purchase of premises and equipment |
|
|
(4,808,664 |
) |
|
|
(1,848,458 |
) |
(Purchase) of other bank stock |
|
|
(719,900 |
) |
|
|
(392,300 |
) |
Net (increase) in loans |
|
|
(21,632,692 |
) |
|
|
(16,375,094 |
) |
Proceeds from sale of other real estate owned |
|
|
869,626 |
|
|
|
710,083 |
|
|
|
|
|
|
|
|
Net cash (used in) investing activities |
|
|
(25,854,136 |
) |
|
|
(19,082,222 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
|
|
Net increase (decrease) in demand deposits, NOW accounts
and savings accounts |
|
|
2,136,077 |
|
|
|
(35,735,451 |
) |
Net increase in certificates of deposit |
|
|
33,137,651 |
|
|
|
36,799,720 |
|
Federal Home Loan Bank advances |
|
|
170,000,000 |
|
|
|
70,000,000 |
|
Federal Home Loan Bank principal repayments |
|
|
(165,000,000 |
) |
|
|
(60,000,000 |
) |
(Repayment) of federal funds, net |
|
|
(8,275,000 |
) |
|
|
|
|
Cash dividends paid on common stock |
|
|
(2,158,322 |
) |
|
|
(2,140,915 |
) |
Issuance of common stock |
|
|
98,040 |
|
|
|
187,520 |
|
Acquisition of common stock |
|
|
|
|
|
|
(126,072 |
) |
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
29,938,446 |
|
|
|
8,984,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
9,443,800 |
|
|
|
(4,631,952 |
) |
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
Beginning |
|
|
11,023,162 |
|
|
|
19,552,174 |
|
|
|
|
|
|
|
|
|
Ending |
|
$ |
20,466,962 |
|
|
$ |
14,920,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Cash Flow Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash payments for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
5,419,609 |
|
|
$ |
7,262,818 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
$ |
1,106,000 |
|
|
$ |
941,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Noncash Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) on securities available for sale, net
of tax effect |
|
$ |
41,630 |
|
|
$ |
(2,523,548 |
) |
|
|
|
|
|
|
|
FAS 158 Pension Liability Implementation Adjustment,
net of tax effect |
|
$ |
|
|
|
$ |
(24,144 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Implementation of EITF 06-4, net of tax effect |
|
$ |
|
|
|
$ |
(12,487 |
) |
|
|
|
|
|
|
|
See accompanying Notes to Consolidated Financial Statements.
7
FAUQUIER BANKSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1. General
|
|
The consolidated statements include the accounts of Fauquier Bankshares, Inc. (the Company)
and its wholly-owned subsidiaries: The Fauquier Bank (the Bank) and Fauquier Statutory Trust
II; and the Banks wholly-owned subsidiary, Fauquier Bank Services, Inc. In consolidation,
significant intercompany financial balances and transactions have been eliminated. In the
opinion of management, the accompanying unaudited consolidated financial statements contain all
adjustments (consisting of only normal recurring accruals) necessary to present fairly the
financial positions as of September 30, 2009 and December 31, 2008 and the results of operations
for the three and nine months ended September 30, 2009 and 2008. The notes included herein
should be read in conjunction with the consolidated financial statements and accompanying notes
included in the Companys 2008 Annual Report on Form 10-K filed with the Securities and Exchange
Commission. |
|
|
The results of operations for the three and nine months ended September 30, 2009 are not
necessarily indicative of the results expected for the full year. |
Note 2. Securities
|
|
The amortized cost and fair value of securities available for sale, with unrealized gains and
losses follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
(Losses) |
|
|
Value |
|
|
|
September 30, 2009 |
|
Obligations of U.S. Government
corporations and agencies |
|
$ |
24,803,452 |
|
|
$ |
963,654 |
|
|
$ |
|
|
|
$ |
25,767,106 |
|
Obligations of states and political
subdivisions |
|
|
5,569,506 |
|
|
|
199,372 |
|
|
|
(6,352 |
) |
|
|
5,762,526 |
|
Corporate Bonds |
|
|
5,700,791 |
|
|
|
|
|
|
|
(3,070,244 |
) |
|
|
2,630,547 |
|
Mutual Funds |
|
|
312,786 |
|
|
|
941 |
|
|
|
|
|
|
|
313,727 |
|
FHLMC Preferred Bank Stock |
|
|
18,500 |
|
|
|
8,000 |
|
|
|
|
|
|
|
26,500 |
|
Restricted investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Home Loan Bank Stock |
|
|
3,625,700 |
|
|
|
|
|
|
|
|
|
|
|
3,625,700 |
|
Federal Reserve Bank Stock |
|
|
99,000 |
|
|
|
|
|
|
|
|
|
|
|
99,000 |
|
Community Bankers Bank Stock |
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
40,179,735 |
|
|
$ |
1,171,967 |
|
|
$ |
(3,076,596 |
) |
|
$ |
38,275,106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
(Losses) |
|
|
Value |
|
|
|
December 31, 2008 |
|
Obligations of U.S. Government
corporations and agencies |
|
$ |
25,212,561 |
|
|
$ |
561,884 |
|
|
$ |
(2,030 |
) |
|
$ |
25,772,415 |
|
Obligations of states and political
subdivisions |
|
|
5,574,709 |
|
|
|
29,033 |
|
|
|
(146,019 |
) |
|
|
5,457,723 |
|
Corporate Bonds |
|
|
6,000,000 |
|
|
|
|
|
|
|
(2,861,903 |
) |
|
|
3,138,097 |
|
Mutual Funds |
|
|
303,889 |
|
|
|
|
|
|
|
(5,969 |
) |
|
|
297,920 |
|
FHLMC Preferred Bank Stock |
|
|
18,500 |
|
|
|
|
|
|
|
(13,000 |
) |
|
|
5,500 |
|
Restricted investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Home Loan Bank Stock |
|
|
2,905,800 |
|
|
|
|
|
|
|
|
|
|
|
2,905,800 |
|
Federal Reserve Bank Stock |
|
|
99,000 |
|
|
|
|
|
|
|
|
|
|
|
99,000 |
|
Community Bankers Bank Stock |
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
Silverton Bank Stock |
|
|
112,920 |
|
|
|
|
|
|
|
|
|
|
|
112,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
40,277,379 |
|
|
$ |
590,917 |
|
|
$ |
(3,028,921 |
) |
|
$ |
37,839,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
The amortized cost and fair value of securities available for sale, by contractual maturity, are
shown below. Expected maturities may differ from contractual maturities because issuers may
have the right to call or prepay obligations without penalties. |
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009 |
|
|
|
Amortized |
|
|
Fair |
|
|
|
Cost |
|
|
Value |
|
Due in one year or less |
|
$ |
466,740 |
|
|
$ |
472,063 |
|
Due after one year through five years |
|
|
163,128 |
|
|
|
168,412 |
|
Due after five years through ten years |
|
|
9,388,373 |
|
|
|
9,748,445 |
|
Due after ten years |
|
|
26,055,508 |
|
|
|
23,771,259 |
|
Equity securities |
|
|
4,105,986 |
|
|
|
4,114,927 |
|
|
|
|
|
|
|
|
|
|
$ |
40,179,735 |
|
|
$ |
38,275,106 |
|
|
|
|
|
|
|
|
|
|
During the three and nine months ended September 30, 2009, the Company recognized a permanent
impairment of $245,741 and $299,209, respectively, on its investment in pooled trust preferred
securities. A tax benefit of $83,552 and $101,731, respectively, has been recognized on these
impairment losses for the same three and nine month periods. In addition, during the nine months
ended September 30, 2009, the Company recognized a permanent impairment of $112,920 on its 50
shares of Silverton Bank common stock. No tax benefit has been recognized on this impairment
loss. |
|
|
During the three and nine months ended September 30, 2008, the Bank recognized permanent
impairment losses of $297,500 and $422,500, respectively, on its 10,000 shares of Freddie Mac
preferred stock. |
|
|
There were no securities sold in the three and nine months ended September 30, 2009, or for the
three months ended September 30, 2008. For the nine months ended September 30, 2008, gross
realized gains from sales of securities available for sale amounted to $87,585. The proceeds
from the sale of these securities, including the realized gain, amounted to $9.1 million. The
tax expense applicable to this net realized gain amounted to $29,779. |
|
|
The following table shows the Company securities with gross unrealized losses and fair value,
aggregated by investment category and length of time that individual securities have been in a
continuous unrealized loss position, at September 30, 2009 and December 31, 2008, respectively. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009 |
|
Less than 12 Months |
|
|
12 Months or More |
|
|
Total |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
Description of Securities |
|
Fair Value |
|
|
(Losses) |
|
|
Fair Value |
|
|
(Losses) |
|
|
Fair Value |
|
|
(Losses) |
|
Obligations of U.S. Government,
corporations and agencies |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Obligations of states and political
subdivisions |
|
|
|
|
|
|
|
|
|
|
277,675 |
|
|
|
(6,352 |
) |
|
|
277,675 |
|
|
|
(6,352 |
) |
Corporate Bonds |
|
|
|
|
|
|
|
|
|
|
2,630,547 |
|
|
|
(3,070,244 |
) |
|
|
2,630,547 |
|
|
|
(3,070,244 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal, debt securities |
|
|
|
|
|
|
|
|
|
|
2,908,222 |
|
|
|
(3,076,596 |
) |
|
|
2,908,222 |
|
|
|
(3,076,596 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLMC Preferred Bank Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporary impaired securities |
|
$ |
|
|
|
$ |
|
|
|
$ |
2,908,222 |
|
|
$ |
(3,076,596 |
) |
|
$ |
2,908,222 |
|
|
$ |
(3,076,596 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
Less than 12 Months |
|
|
12 Months or More |
|
|
Total |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
Description of Securities |
|
Fair Value |
|
|
(Losses) |
|
|
Fair Value |
|
|
(Losses) |
|
|
Fair Value |
|
|
(Losses) |
|
Obligations of U.S. Government,
corporations and agencies |
|
$ |
785,744 |
|
|
$ |
(2,030 |
) |
|
$ |
|
|
|
$ |
|
|
|
|
785,744 |
|
|
$ |
(2,030 |
) |
Obligations of states and political
subdivisions |
|
|
4,181,657 |
|
|
|
(146,019 |
) |
|
|
|
|
|
|
|
|
|
|
4,181,657 |
|
|
|
(146,019 |
) |
Corporate Bonds |
|
|
|
|
|
|
|
|
|
|
3,138,097 |
|
|
|
(2,861,903 |
) |
|
|
3,138,097 |
|
|
|
(2,861,903 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal, debt securities |
|
|
4,967,401 |
|
|
|
(148,049 |
) |
|
|
3,138,097 |
|
|
|
(2,861,903 |
) |
|
|
8,105,498 |
|
|
|
(3,009,952 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds |
|
|
|
|
|
|
|
|
|
|
297,920 |
|
|
|
(5,969 |
) |
|
|
297,920 |
|
|
|
(5,969 |
) |
FHLMC Preferred Bank Stock |
|
|
5,500 |
|
|
|
(13,000 |
) |
|
|
|
|
|
|
|
|
|
|
5,500 |
|
|
|
(13,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporary impaired securities |
|
$ |
4,972,901 |
|
|
$ |
(161,049 |
) |
|
$ |
3,436,017 |
|
|
$ |
(2,867,872 |
) |
|
$ |
8,408,918 |
|
|
$ |
(3,028,921 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The nature of securities which are temporarily impaired for a continuous 12 month period or more
at September |
9
|
|
30, 2009 can be segregated into two groups: |
|
|
The first group consists of four corporate bonds with a cost basis totaling $5.7 million and a
temporary loss of approximately $3.1 million. The method for valuing these four corporate bonds
came from Moodys Analytics. Moodys Analytics employs a two step discounted cash-flow valuation
process. The first step is to use Monte Carlo simulations to evaluate the credit quality of the
collateral pool and the structural supports. Step two is to apply a discount rate to the cash
flows to calculate a value. These four corporate bonds are the Class B or subordinated
mezzanine tranche of pooled trust preferred securities. The trust preferred securities are
collateralized by the interest and principal payments made on trust preferred capital offerings
by a geographically diversified pool of approximately 50 different financial institutions. They
have an estimated maturity of 26 years, but can be called at par on the five year anniversary
date of issuance, which has already passed for all four bonds. If not called, the bonds reprice
every three months at a fixed rate index above the three-month London Interbank Offered Rate
(LIBOR). These bonds have sufficient collateralization and cash flow projections to satisfy
their valuation based on the cash flow portion of the Other Than Temporary Impairment (OTTI)
test under authoritative accounting guidance as of September 30, 2009. Two of the bonds totaling
$1,996,221, at fair value, are current, and two bonds totaling $634,326 are greater than 90 days
past due, and are classified as nonperforming corporate bond investments in the nonperforming
asset table in Note 4. |
|
|
Additional information regarding each of the pooled trust preferred securities as of September
30, 2009 follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimate in amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of additional |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
deferrals/defaults |
|
|
|
|
|
|
|
|
Percent of |
|
Percent of |
|
Percent of |
|
|
|
|
|
before temporary |
|
|
|
|
|
|
|
|
Underlying |
|
Underlying |
|
Underlying |
|
Current |
|
or permanent |
Cost, net of |
|
|
|
|
|
Collateral |
|
Collateral in |
|
Collateral in |
|
Moodys |
|
shortfall in |
OTTI loss |
|
Fair Value |
|
Performing |
|
Deferral |
|
Default |
|
Rating |
|
cash flow |
$ |
798,082 |
|
|
|
296,704 |
|
|
|
71.1 |
% |
|
|
20.6 |
% |
|
|
8.3 |
% |
|
Ca |
|
0.0% |
|
2,000,000 |
|
|
|
962,903 |
|
|
|
82.2 |
% |
|
|
9.5 |
% |
|
|
8.3 |
% |
|
Ca |
|
6.1% |
|
2,000,000 |
|
|
|
1,033,318 |
|
|
|
84.9 |
% |
|
|
13.4 |
% |
|
|
1.7 |
% |
|
Ca |
|
3.0% |
|
902,709 |
|
|
|
337,622 |
|
|
|
78.0 |
% |
|
|
10.7 |
% |
|
|
11.3 |
% |
|
Ca |
|
0.0% |
|
|
The second group consists of one municipal bond totaling $277,675 with a temporary loss of
$6,352. This bond is current. The Company plans to hold it until maturity in 2020. |
|
|
The carrying value of securities pledged to secure deposits and for other purposes amounted to
$22.1 million and $25.9 million at September 30, 2009 and December 31, 2008, respectively. |
Note 3. Loans
|
|
|
A summary of the balances of loans follows: |
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(Thousands) |
|
Real estate loans: |
|
|
|
|
|
|
|
|
Construction |
|
$ |
38,223 |
|
|
$ |
38,037 |
|
Secured by farmland |
|
|
950 |
|
|
|
1,293 |
|
Secured by 1 - to - 4 family residential |
|
|
187,852 |
|
|
|
175,791 |
|
Other real estate loans |
|
|
183,431 |
|
|
|
160,443 |
|
Commercial and industrial loans (not secured by real estate) |
|
|
37,954 |
|
|
|
39,985 |
|
Consumer installment loans |
|
|
11,632 |
|
|
|
15,695 |
|
All other loans |
|
|
776 |
|
|
|
8,934 |
|
|
|
|
|
|
|
|
Total loans |
|
$ |
460,818 |
|
|
$ |
440,178 |
|
Unearned income |
|
|
(206 |
) |
|
|
(720 |
) |
Allowance for loan losses |
|
|
(5,221 |
) |
|
|
(4,780 |
) |
|
|
|
|
|
|
|
Net loans |
|
$ |
455,391 |
|
|
$ |
434,678 |
|
|
|
|
|
|
|
|
10
|
|
Of the $183.4 million in other real estate loans at September 30, 2009, $103.7 million were
owner occupied. Of the $160.4 million in other real estate loans at December 31, 2008, $96.2
million were owner occupied. |
Note 4. Allowance for Loan Losses
|
|
Analysis of the allowance for loan losses follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
|
Nine Months |
|
|
Twelve Months |
|
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2008 |
|
Balance at beginning of year |
|
$ |
4,779,662 |
|
|
$ |
4,185,209 |
|
|
$ |
4,185,209 |
|
|
Provision for loan losses |
|
|
920,000 |
|
|
|
1,721,000 |
|
|
|
3,227,269 |
|
|
Recoveries of loans previously charged-off |
|
|
77,096 |
|
|
|
66,800 |
|
|
|
72,298 |
|
|
Loan losses charged-off |
|
|
(555,723 |
) |
|
|
(1,288,571 |
) |
|
|
(2,705,114 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
$ |
5,221,035 |
|
|
$ |
4,684,438 |
|
|
$ |
4,779,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming assets consist of the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
September 30, |
|
(Dollars in thousands) |
|
2009 |
|
|
2008 |
|
|
2008 |
|
Nonaccrual loans |
|
$ |
4,332 |
|
|
$ |
1,208 |
|
|
$ |
4,457 |
|
Restructured loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total nonperforming loans |
|
$ |
4,332 |
|
|
$ |
1,208 |
|
|
$ |
4,457 |
|
Other real estate owned |
|
|
2,029 |
|
|
|
3,034 |
|
|
|
|
|
Repossessed automobiles |
|
|
68 |
|
|
|
33 |
|
|
|
133 |
|
Nonperforming corporate bond investments, at fair value |
|
|
634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total nonperforming assets |
|
$ |
7,063 |
|
|
$ |
4,275 |
|
|
$ |
4,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses to period end loans |
|
|
1.13 |
% |
|
|
1.08 |
% |
|
|
1.10 |
% |
Non-performing loans and repossessed assets to period end
loans and repossessed assets owned |
|
|
1.39 |
% |
|
|
0.97 |
% |
|
|
1.07 |
% |
Non-performing assets to period end total assets |
|
|
1.29 |
% |
|
|
0.81 |
% |
|
|
0.92 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009 |
|
|
December 31, 2008 |
|
|
September 30, 2008 |
|
Impaired loans for which an allowance has been provided |
|
$ |
3,137,846 |
|
|
$ |
809,221 |
|
|
$ |
1,863,300 |
|
Impaired loans for which no allowance has been provided |
|
|
1,832,247 |
|
|
|
81,604 |
|
|
|
3,389,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,970,093 |
|
|
$ |
890,825 |
|
|
$ |
5,253,023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance provided for impaired loans, included in the allowance for loan losses |
|
$ |
1,425,051 |
|
|
$ |
720,395 |
|
|
$ |
1,274,158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
|
Twelve Months |
|
|
Nine Months |
|
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
|
September 30, |
|
|
December 31, |
|
|
September 30, |
|
|
|
2009 |
|
|
2008 |
|
|
2008 |
|
Average balance in impaired loans |
|
$ |
4,978,382 |
|
|
$ |
1,308,909 |
|
|
$ |
5,201,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income recognized on impaired loans |
|
$ |
171,440 |
|
|
$ |
35,940 |
|
|
$ |
199,884 |
|
|
|
|
|
|
|
|
|
|
|
Total loans past due 90 days or more and still accruing interest were $448,000 at September 30,
2009, and $102,000 and $1,000 on December 31, 2008 and September 30, 2008, respectively. Total
loans past due 90 days |
11
|
|
or more and still accruing interest at September 30, 2009, consisted of three separate lending
relationships of $320,000, $125,000 and $3,000. These loans were well collateralized and/or were
in the process of collection at September 30, 2009. |
|
|
The Company has adopted Accounting Standard Codification (ASC) 310 Loans and Debt Securities
with Deteriorated Credit Quality (previously Financial Accounting Standards Board (FASB)
Statement No. 114, Accounting by Creditors for Impairment of a Loan, as amended by FASB
Statement No. 118, Accounting by Creditors for Impairment of a Loan-Income Recognition and
Disclosures). ASC 310, as amended, requires that the impairment of loans that have been
separately identified for evaluation is to be measured based on the present value of expected
future cash flows or, alternatively, the observable market price of the loans or the fair value
of the collateral. However, for those loans that are collateral dependent (that is, if repayment
of those loans is expected to be provided solely by the underlying collateral) and for which
management has determined foreclosure is probable, the measure of impairment is to be based on
the net realizable value of the collateral. ASC 310, as amended, also requires certain
disclosures about investments in impaired loans and the allowance for loan losses and interest
income recognized on loans. |
|
|
A loan is considered impaired when it is probable that the Bank will be unable to collect all
principal and interest amounts according to the contractual terms of the loan agreement. Factors
involved in determining impairment include, but are not limited to, expected future cash flows,
financial condition of the borrower, and the current economic conditions. A performing loan may
be considered impaired if the factors above indicate a need for impairment. A loan on
non-accrual status may not be impaired if it is in the process of collection or if the shortfall
in payment is insignificant. A delay of less than 30 days or a shortfall of less than 5% of the
required principal and interest payments generally is considered insignificant and would not
indicate an impairment situation, if in managements judgment the loan will be paid in full.
Loans that meet the regulatory definitions of doubtful or loss generally qualify as impaired
loans under ASC 310. As is the case for all loans, charge-offs for impaired loans occur when the
loan or portion of the loan is determined to be uncollectible. |
Note 5. Company-Obligated Mandatorily Redeemable Capital Securities
|
|
On September 21, 2006, the Companys wholly-owned Connecticut statutory business trust privately
issued $4 million face amount of the trusts Floating Rate Capital Securities in a pooled
capital securities offering (Trust II). Simultaneously, the trust used the proceeds of that
sale to purchase $4.0 million principal amount of the Companys Floating Rate Junior
Subordinated Deferrable Interest Debentures due 2036. The interest rate on the capital security
resets every three months at 1.70% above the then current three month LIBOR. Interest is paid
quarterly. |
|
|
Total capital securities at September 30, 2009 and December 31, 2008 were $4,124,000 for both
respective dates. The Trust II issuance of capital securities and the respective subordinated
debentures are callable at any time after five years from the issue date. The subordinated
debentures are an unsecured obligation of the Company and are junior in right of payment to all
present and future senior indebtedness of the Company. The capital securities are guaranteed by
the Company on a subordinated basis. |
Note 6. Earnings Per Share
|
|
The following table shows the weighted average number of shares used in computing earnings per
share and the effect on weighted average number of shares of dilutive potential common stock.
Dilutive potential common stock had no effect on income available to common shareholders. |
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Three Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
September 30, 2009 |
|
|
September 30, 2008 |
|
|
|
|
|
|
|
Per Share |
|
|
|
|
|
|
Per Share |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
Basic earnings per share |
|
|
3,597,602 |
|
|
$ |
0.27 |
|
|
|
3,529,347 |
|
|
$ |
0.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities, stock-based awards |
|
|
12,558 |
|
|
|
|
|
|
|
31,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,610,160 |
|
|
$ |
0.26 |
|
|
|
3,560,531 |
|
|
$ |
0.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
|
Nine Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
September 30, 2009 |
|
|
September 30, 2008 |
|
|
|
|
|
|
|
Per Share |
|
|
|
|
|
|
Per Share |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
Basic earnings per share |
|
|
3,591,796 |
|
|
$ |
0.72 |
|
|
|
3,525,633 |
|
|
$ |
0.82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities, stock-based awards |
|
|
9,068 |
|
|
|
|
|
|
|
33,384 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,600,864 |
|
|
$ |
0.72 |
|
|
|
3,559,017 |
|
|
$ |
0.81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 7. Stock-Based Compensation
|
|
The Companys 2009 Stock Incentive Plan (Plan) provides for the granting of incentive stock
options, restricted stock, and phantom stock units to key employees. The Plan replaced the
Omnibus Stock Ownership and Long Term Incentive Plan filed with the Securities and Exchange
Commission on October 15, 2002, and became effective on May 19, 2009 after shareholders approved
the Plan at the annual meeting of shareholders. The Plan makes available 350,000 shares, which
may be awarded to directors and employees of the Company in the form of equity-based awards. |
|
|
Effective January 1, 2006, the Company adopted the provisions of ASC 718 Compensation
Stock Compensation (previously SFAS No. 123 (R), Share-Based Payment,) which requires that
the Company recognize expense related to the fair value of stock-based compensation awards in
net income. |
|
|
The Company accounts for non-vested shares of restricted stock using the fair market value of
the Companys common stock on the date the restricted shares were awarded. The restricted
shares issued to executive officers and directors are subject to a vesting period over the next
three years. Compensation expense for non-vested shares of restricted stock amounted to $66,780
and $68,952, net of any forfeiture, for the three months ended September 30, 2009 and 2008,
respectively. Compensation expense for non-vested shares of restricted stock amounted to
$218,843 and $194,623, net of any forfeiture, for the nine months ended September 30, 2009 and
2008, respectively. |
|
|
The Company did not grant stock options during the nine months ended September 30, 2009 or
September 30, 2008. |
13
|
|
A summary of the status of the options issued under the 2009 Stock Incentive Plan, the Omnibus
Stock Ownership and Long-Term Incentive Plan, and the Non-employee Director Stock Option Plan
(collectively, the Plans) is presented below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
September 30, 2009 |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Average |
|
|
|
Number of |
|
|
Exercise |
|
|
Intrinsic |
|
|
|
Shares |
|
|
Price |
|
|
Value (1) |
|
Outstanding at January 1, 2009 |
|
|
77,180 |
|
|
$ |
9.84 |
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(10,720 |
) |
|
|
9.15 |
|
|
|
|
|
Expired |
|
|
(3,980 |
) |
|
|
9.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2009 |
|
|
62,480 |
|
|
$ |
9.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end of quarter |
|
|
62,480 |
|
|
$ |
9.96 |
|
|
$ |
283,715 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average fair value per option of options granted during the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The aggregate intrinsic value of stock options in the table above
reflects the pre-tax intrinsic value (the amount by which the September 30, 2009
market value of the underlying stock option exceeded the exercise price of the
option) that would have been received by the option holders had all option holders
exercised their options on September 30, 2009. This amount changes based on the
changes in the market value of the Companys stock. |
|
|
The total intrinsic value of options exercised during the nine months ended September 30, 2009
and 2008 was $35,838 and $132,774, respectively. |
|
|
A summary of the status of the Companys non-vested restricted shares issued under the Plans is
presented below: |
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
September 30, 2009 |
|
|
|
|
|
|
Weighted |
|
|
Number of |
|
Average |
|
|
Shares |
|
Price |
Nonvested at January 1, 2009 |
|
|
38,219 |
|
|
|
|
|
Granted |
|
|
23,500 |
|
|
$ |
10.06 |
|
Vested |
|
|
(10,585 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at September 30, 2009 |
|
|
51,134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2009, there was $351,605 of total unrecognized compensation cost related to
non-vested share-based compensation arrangements granted under the Plans. That cost is expected
to be recognized over an approximate period of 29 months. |
|
|
In addition to the nonvested restricted shares noted above, the Company issued 15,050 non-vested
phantom stock units during the nine month period ending September 30, 2009. These units were
awarded to members of senior management, and will fully vest on January 1, 2012 if certain
Company earnings performance measures are achieved. When fully vested, each stock unit will be
exchanged for one share of Fauquier Bankshares, Inc. common stock. For the three and nine month
periods ended September 30, 2009, $24,707 and $63,586, respectively, of expense was recognized
related to the phantom stock units. As of September 30, 2009 approximately $162,314 of
additional compensation cost related to non-vested phantom stock units are expected to be
recognized over an approximate period of 27 months. |
14
Note 8. Employee Benefit Plan
|
|
The following table provides a reconciliation of the changes in the defined benefit pension
plans obligations for the three and nine months ended September 30, 2009 and 2008. |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
|
2009 |
|
|
2008 |
|
Service cost |
|
$ |
62,707 |
|
|
$ |
111,081 |
|
Interest cost |
|
|
73,827 |
|
|
|
77,352 |
|
Expected return on plan assets |
|
|
(65,839 |
) |
|
|
(149,050 |
) |
Amortization of transition (asset) |
|
|
|
|
|
|
(4,745 |
) |
Amortization of prior service cost |
|
|
|
|
|
|
1,942 |
|
Recognized net actuarial loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
70,695 |
|
|
$ |
36,580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
|
2009 |
|
|
2008 |
|
Service cost |
|
$ |
188,121 |
|
|
$ |
333,243 |
|
Interest cost |
|
|
221,481 |
|
|
|
232,056 |
|
Expected return on plan assets |
|
|
(197,517 |
) |
|
|
(447,150 |
) |
Amortization of transition (asset) |
|
|
|
|
|
|
(14,235 |
) |
Amortization of prior service cost |
|
|
|
|
|
|
5,826 |
|
Recognized net actuarial loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
212,085 |
|
|
$ |
109,740 |
|
|
|
|
|
|
|
|
|
|
The Company previously disclosed in its financial statements for the year ended December 31,
2008, that there were no contributions made to its pension plan in 2008. As of September 30,
2009, the pension plan required no additional contributions. |
|
|
On December 20, 2007, the Companys Board of Directors approved the termination of the defined
benefit pension plan effective on December 31, 2009, and effective January 1, 2010, the Company
will replace the defined benefit pension plan with an enhanced 401(k) plan. On January 18,
2008, the assets within the defined benefit pension plan were redeployed from ownership in
various equity and debt mutual fund investments, and into a short-term money market fund in
order to preserve asset value until the plan is terminated. |
|
|
Defined benefit pension plan expenses are projected to be approximately $285,000 in 2009 and
nothing due to curtailment going forward. Expenses for the 401(k) plan are projected to increase
from approximately $154,000 in 2009 to approximately $625,000 in 2010. Growth in 401(k) after
2010 is projected to increase approximately at the same rate of increase as salaries. |
Note 9. Fair Value Measurement
|
|
The Company adopted ASC 820 Fair Value Measurement and Disclosures (previously SFAS No. 157,
Fair Value Measurements), on January 1, 2008 to record fair value adjustments to certain
assets and liabilities and to determine fair value disclosures. ASC 820 clarifies that the fair
value of certain assets and liabilities is an exit price, representing the amount that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants. |
|
|
ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those
valuation techniques are observable or unobservable. Observable inputs reflect market data
obtained from independent sources, while unobservable inputs reflect the Companys market
assumptions. The three levels of the fair value hierarchy under ASC 820 based on these two types
of inputs are as follows: |
|
|
|
|
|
Level 1
|
|
Valuation is based on quoted prices in active markets for identical |
15
|
|
|
|
|
|
|
assets and liabilities. |
|
|
|
|
|
Level 2
|
|
Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for
identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant
assumptions can be derived primarily from or corroborated by observable data in the market. |
|
|
|
|
|
Level 3
|
|
Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market. |
|
|
The following describes the valuation techniques used by the Company to measure certain
financial assets and liabilities recorded at fair value on a recurring basis in the financial
statements: |
|
|
Securities available for sale: Securities available for sale are recorded at fair value on a
recurring basis. Fair value measurement is based upon quoted market prices, when available
(Level 1). If quoted market prices are not available, fair values are measured utilizing
independent valuation techniques of identical or similar securities for which significant
assumptions are derived primarily from or corroborated by observable market data. Third party
vendors compile prices from various sources and may determine the fair value of identical or
similar securities by using pricing models that considers observable market data (Level 2). |
|
|
The following table presents the balances of financial assets and liabilities measured at fair
value on a recurring basis as of September 30, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at September 30, 2009 Using Quoted Prices |
|
|
|
|
|
|
in Active |
|
Significant |
|
|
|
|
|
|
|
|
Markets for |
|
Other |
|
Significant |
|
|
Balance at |
|
Identical |
|
Observable |
|
Unobservable |
(In Thousands) |
|
September 30, |
|
Assets |
|
Inputs |
|
Inputs |
Description |
|
2009 |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities |
|
$ |
38,275 |
|
|
$ |
35,644 |
|
|
$ |
2,631 |
|
|
$ |
|
|
|
|
Certain financial assets are measured at fair value on a nonrecurring basis in accordance with
accounting principles generally accepted in the United States. Adjustments to the fair value of
these assets usually result from the application of lower-of-cost-or-market accounting or
write-downs of individual assets. |
|
|
The following describes the valuation techniques used by the Company to measure certain
financial assets recorded at fair value on a nonrecurring basis in the financial statements: |
|
|
Loans held for sale: Loans held for sale are carried at the lower of cost or market value. These
loans currently consist of one-to-four family residential loans originated for sale in the
tertiary market. Fair value is based on the price tertiary markets are currently offering for
similar loans using observable market data which is not materially different than cost due to
the short duration between origination and sale (Level 2). As such, the
Company records any fair value adjustments on a nonrecurring basis. The Company had no loans
held for sale as of September 30, 2009. |
|
|
Impaired Loans: Loans are designated as impaired when, in the judgment of management based on
current information and events, it is probable that all amounts due according to the contractual
terms of the loan agreement will not be collected. The measurement of loss associated with
impaired loans can be based on either the observable market price of the loan or the fair value
of the collateral. Fair value is measured based on the value of the collateral securing the
loans. Collateral may be in the form of real estate or business assets including equipment,
inventory, and accounts receivable. The value of real estate collateral is determined utilizing
an income or market valuation approach based on an appraisal conducted by an independent,
licensed |
16
\
|
|
appraiser outside of the Company using observable market data (Level 2). However, if the
collateral is a house or building in the process of construction or if an appraisal of the real
estate property is over two years old, then the fair value is considered Level 3. The value of
business equipment is based upon an outside appraisal if deemed significant, or the net book
value on the applicable business financial statements if not considered significant using
observable market data. Likewise, values for inventory and accounts receivables collateral are
based on financial statement balances or aging reports (Level 3). Impaired loans allocated to
the Allowance for Loan Losses are measured at fair value on a nonrecurring basis. Any fair value
adjustments are recorded in the period incurred as provision for loan losses on the Consolidated
Statements of Income. |
|
|
Certain assets such as other real estate owned are measured at fair value less the cost to sell.
Management believes that the fair value component in its valuation follows the provisions of ASC
820. |
|
|
The following table summarizes the Companys financial and non-financial assets that were
measured at fair value on a nonrecurring basis during the period. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying value at September 30, 2009 |
|
|
|
|
|
|
Quoted Prices |
|
|
|
|
|
|
|
|
|
|
in Active |
|
Significant |
|
|
|
|
|
|
|
|
Markets for |
|
Other |
|
Significant |
|
|
Balance as of |
|
Identical |
|
Observable |
|
Unobservable |
(In Thousands) |
|
September 30, |
|
Assets |
|
Inputs |
|
Inputs |
Description |
|
2009 |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans,
net of reserve
for losses |
|
$ |
1,713 |
|
|
|
|
|
|
$ |
1,270 |
|
|
$ |
443 |
|
|
|
The fair value of a financial instrument is the current amount that would be exchanged between
willing parties, other than in a forced liquidation. Fair value is best determined based upon
quoted market prices. However, in many instances, there are no quoted market prices for the
Companys various financial instruments. In cases where quoted market prices are not available,
fair values are based on estimates using present value or other valuation techniques. Those
techniques are significantly affected by the assumptions used, including the discount rate and
estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an
immediate settlement of the instruments. ASC 820, (previously SFAS No. 107 Disclosures about
Fair Value of Financial Instruments,) excludes certain financial instruments and all
non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair
value amounts presented may not necessarily represent the underlying fair value of the Company. |
|
|
The following methods and assumptions were used to estimate the fair value of each class of
financial instruments for which it is practicable to estimate that value: |
Cash and cash equivalents
The carrying amounts of cash and short-term instruments approximate fair value.
Securities
For securities and marketable equity securities held for investment purposes,
fair values are based on quoted market prices or dealer quotes. For other
securities held as investments, fair value equals quoted market price, if
available. If a quoted market price is not available, fair values are based on
quoted market prices for similar securities. See Note 2 Securities of the
17
Notes to Consolidated Financial Statements for further discussion on determining
fair value for pooled trust preferred securities.
Loan Receivables
For variable-rate loans that reprice frequently and with no significant change in
credit risk, fair values are based on carrying values. Fair values for certain
mortgage loans (e.g., one-to-four family residential), credit card loans, and
other consumer loans are based on quoted market prices of similar loans sold in
conjunction with securitization transactions, adjusted for differences in loan
characteristics. Fair values for other loans (i.e., commercial real estate and
investment property mortgage loans, commercial and industrial loans) are
estimated using discounted cash flow analyses, using interest rates currently
being offered for loans with similar terms to borrowers of similar credit
quality. Fair values for nonperforming loans are estimated using discounted cash
flow analyses or underlying collateral values, where applicable.
Accrued Interest
The carrying amounts of accrued interest approximate fair value.
Deposit Liabilities
The fair values disclosed for demand deposits (i.e., interest and non-interest
bearing checking, statement savings and money market accounts) are, by
definition, equal to the amount payable at the reporting date (that is, their
carrying amounts). Fair values of fixed rate certificates of deposit are
estimated using a discounted cash flow calculation that applies interest rates
currently being offered to a schedule of aggregated expected monthly maturities
on time deposits.
Federal Funds Purchased
The carrying amounts of the Companys federal funds purchased are approximate
fair value.
Federal Home Loan Bank Advances
The fair values of the Companys FHLB advances are estimated using discounted
cash flow analyses based on the Companys current incremental borrowing rates for
similar types of borrowing arrangements.
Off-Balance-Sheet Financial Instruments
The fair value of commitments to extend credit is estimated using the fees
currently charged to enter similar agreements, taking into account the remaining
terms of the agreements and the present credit worthiness of the counterparties.
For fixed-rate loan commitments, fair value also considers the difference between
current levels of interest rates and the committed rates.
The fair value of standby letters of credit is based on fees currently charged
for similar agreements or on the estimated cost to terminate them or otherwise
settle the obligations with the counterparties at the reporting date.
At September 30, 2009 and December 31, 2008, the fair value of loan commitments and standby
letters of credit were deemed immaterial.
18
|
|
The estimated fair values of the Companys financial instruments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009 |
|
December 31, 2008 |
|
|
Carrying |
|
Fair |
|
Carrying |
|
Fair |
(In Thousands) |
|
Amount |
|
Value |
|
Amount |
|
Value |
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and short-term
investments |
|
$ |
20,457 |
|
|
$ |
20,457 |
|
|
$ |
11,023 |
|
|
$ |
11,023 |
|
Federal funds sold |
|
|
10 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
Securities |
|
|
38,275 |
|
|
|
38,275 |
|
|
|
37,839 |
|
|
|
37,839 |
|
Loans, net |
|
|
455,391 |
|
|
|
511,811 |
|
|
|
434,678 |
|
|
|
452,946 |
|
Accrued interest receivable |
|
|
1,463 |
|
|
|
1,463 |
|
|
|
1,550 |
|
|
|
1,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
$ |
435,567 |
|
|
$ |
437,407 |
|
|
$ |
400,294 |
|
|
$ |
402,589 |
|
FHLB advances |
|
|
50,000 |
|
|
|
50,651 |
|
|
|
45,000 |
|
|
|
46,037 |
|
Federal funds purchased |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
18,275 |
|
|
|
18,275 |
|
Company obligated mandatorily
redeemable capital securities |
|
|
4,124 |
|
|
|
3,062 |
|
|
|
4,124 |
|
|
|
3,116 |
|
Accrued interest payable |
|
|
651 |
|
|
|
651 |
|
|
|
863 |
|
|
|
863 |
|
|
|
The Company assumes interest rate risk (the risk that general interest rate levels will
change) as a result of its normal operations. As a result, the fair values of the Companys
financial instruments will change when interest rate levels change and that change may be either
favorable or unfavorable to the Company. Management attempts to match maturities of assets and
liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers
with fixed rate obligations are less likely to prepay in a rising rate environment. Conversely,
depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a
rising rate environment and less likely to do so in a falling rate environment. Management
monitors rates and maturities of assets and liabilities and attempts to minimize interest rate
risk by adjusting terms of new loans and deposits and by investing in securities with terms that
mitigate the Companys overall interest rate risk. |
|
|
|
ITEM 2. |
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
In addition to the historical information contained herein, this report contains
forward-looking statements. Forward-looking statements are based on certain assumptions and
describe future plans, strategies, and expectations of the Company and the Bank, and are generally
identifiable by use of the words believe, expect, intend, anticipate, estimate, project
may, will or similar expressions. Although we believe our plans, intentions and expectations
reflected in these forward-looking statements are reasonable, we can give no assurance that these
plans, intentions, or expectations will be achieved. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain, and actual results could differ
materially from those contemplated. Factors that could have a material adverse effect on our
operations and future prospects include, but are not limited to, changes in: interest rates,
general economic conditions, the legislative/regulatory climate, monetary and fiscal policies of
the U.S. Government, including policies of the U.S. Treasury and the Board of Governors of the
Federal Reserve System, the quality or composition of the Banks loan or investment portfolios,
demand for loan products, deposit flows, competition, demand for financial services in our market
area, our plans to expand our branch network and increase our market share, and accounting
principles, policies and guidelines. These risks and uncertainties should be considered in
evaluating forward-looking statements in this report and you should not place undue reliance on
such statements, which reflect our position as of the date of this report.
19
For additional discussion of risk factors that may cause our actual future results to differ
materially from the results indicated within forward-looking statements, please see Risk Factors
in Item 1A of the Companys Annual Report on Form 10-K for the year ended December 31, 2008.
GENERAL
Fauquier Bankshares, Inc. (the Company) was incorporated under the laws of the Commonwealth
of Virginia on January 13, 1984. The Company is a registered bank holding company and owns all of
the voting shares of The Fauquier Bank (the Bank). The Company engages in its business through
the Bank, a Virginia state-chartered bank that commenced operations in 1902. The Company has no
significant operations other than owning the stock of the Bank. The Company had issued and
outstanding 3,598,537 shares of common stock, par value $3.13 per share, held by approximately 434
holders of record on September 30, 2009. The Bank has nine full service branch offices located in
the Virginia communities of Warrenton, Catlett, The Plains, Sudley Road-Manassas, Old
Town-Manassas, New Baltimore, Bealeton and Bristow. The executive offices of the Company and the
main office of the Bank are located at 10 Courthouse Square, Warrenton, Virginia 20186. The Bank
has leased property in Haymarket, Virginia, where it plans to build its tenth full-service branch
offices, scheduled to open during 2010.
The Banks general market area principally includes Fauquier County, western Prince William County,
and neighboring communities and is located approximately fifty (50) miles southwest of Washington,
D.C.
The Bank provides a range of consumer and commercial banking services to individuals, businesses
and industries. The deposits of the Bank are insured up to applicable limits by the Deposit
Insurance Fund of the Federal Deposit Insurance Corporation (FDIC). The basic services offered by
the Bank include: demand interest bearing and non-interest bearing accounts, money market deposit
accounts, NOW accounts, time deposits, safe deposit services, credit cards, cash management, direct
deposits, notary services, night depository, prepaid debit cards, cashiers checks, domestic
collections, savings bonds, automated teller services, drive-in tellers, internet banking,
telephone banking, and banking by mail. In addition, the Bank makes secured and unsecured
commercial and real estate loans, issues stand-by letters of credit and grants available credit for
installment, unsecured and secured personal loans, residential mortgages and home equity loans, as
well as automobile and other types of consumer financing. The Bank provides automated teller
machine (ATM) cards, as a part of the Star, NYCE, and Plus ATM networks, thereby permitting
customers to utilize the convenience of larger ATM networks. The Bank also is a member of the
Certificate of Deposit Account Registry Service (CDARS). CDARs can provide a customer
multi-million dollar FDIC insurance on CD investments through the transfer and/or exchange with
other FDIC insured institutions. CDARS is a registered service mark of Promontory Interfinancial
Network, LLC.
The Bank operates a Wealth Management Services (WMS or Wealth Management) division that began
with the granting of trust powers to the Bank in 1919. The WMS division provides personalized
services that include investment management, trust, estate settlement, retirement, insurance, and
brokerage services.
The Bank, through its subsidiary Fauquier Bank Services, Inc., has non-controlling equity ownership
interests in Bankers Insurance, LLC, a Virginia independent insurance company; Infinex Investments,
Inc., a full service broker/dealer; and Bankers Title Shenandoah, LLC, a title insurance company.
On April 30, 2008, the Banks ownership of stock in BI Investments, LLC was exchanged for Infinex
stock as part of a merger.
The revenues of the Bank are primarily derived from interest on, and fees received in connection
with, real estate and other loans, and from interest and dividends from investment and
mortgage-backed securities, and short-term investments. The principal sources of funds for the
Banks lending activities are its deposits, repayment of loans, the sale and maturity of investment
securities, and borrowings from the Federal Home Loan Bank (FHLB) of Atlanta. Additional revenues
are derived from fees for deposit-related and WMS-related services. The Banks principal expenses
are the interest paid on deposits and operating and general administrative expenses.
As is the case with banking institutions generally, the Banks operations are materially and
significantly influenced by general economic conditions and by related monetary and fiscal policies
of financial institution regulatory agencies, including the Board of Governors of the Federal
Reserve System (Federal Reserve). As a Virginia-
20
chartered bank and a member of the Federal
Reserve, the Bank is supervised and examined by the Federal Reserve
and the Virginia State Corporation Commission. Interest rates on competing investments and general
market rates of interest influence deposit flows and costs of funds. Lending activities are
affected by the demand for financing of real estate and other types of loans, which in turn is
affected by the interest rates at which such financing may be offered and other factors affecting
local demand and availability of funds. The Bank faces strong competition in the attraction of
deposits (its primary source of lendable funds) and in the origination of loans. Please see Risk
Factors in Item 1A of the Companys Annual Report on Form 10-K for the year ended December 31,
2008.
As of September 30, 2009, the Company had total consolidated assets of $548.4 million, total loans
net of allowance for loan losses of $455.4 million, total consolidated deposits of $435.6 million,
and total consolidated shareholders equity of $42.6 million.
CRITICAL ACCOUNTING POLICIES
GENERAL. The Companys financial statements are prepared in accordance with accounting
principles generally accepted in the United States (GAAP). The financial information contained
within our statements is, to a significant extent, based on measures of the financial effects of
transactions and events that have already occurred. A variety of factors could affect the ultimate
value that is obtained either when earning income, recognizing an expense, recovering an asset or
relieving a liability. We use historical loss factors as one factor in determining the inherent
loss that may be present in our loan portfolio. Actual losses could differ significantly from the
historical factors that we use in our estimates. In addition, GAAP itself may change from one
previously acceptable accounting method to another method. Although the economics of the Companys
transactions would be the same, the timing of events that would impact the Companys transactions
could change.
ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses is an estimate of the losses that may be
sustained in our loan portfolio. The allowance is based on three basic principles of accounting:
(i) ASC 450 Contingencies (previously SFAS No. 5, Accounting for Contingencies), which requires
that losses be accrued when they are probable of occurring and estimable, (ii) ASC 310
Receivables (previously SFAS No. 114, Accounting by Creditors for Impairment of a Loan), which
requires that losses be accrued based on the differences between the value of collateral, present
value of future cash flows or values that are observable in the secondary market and the loan
balance and (iii) Securities and Exchange Commission (SEC) Staff Accounting Bulletin No. 102,
Selected Loan Loss Allowance Methodology and Documentation Issues, which requires adequate
documentation to support the allowance for loan losses estimate.
The Companys allowance for loan losses has two basic components: the specific allowance and the
general allowance. Each of these components is determined based upon estimates that can and do
change when the actual events occur. The specific allowance is used to individually allocate an
allowance for larger balance, non-homogeneous loans. The specific allowance uses various techniques
to arrive at an estimate of loss. First, analysis of the borrowers overall financial condition,
resources and payment record, the prospects for support from financial guarantors, and the fair
market value of collateral are used to estimate the probability and severity of inherent losses.
Then the migration of historical default rates and loss severities, internal risk ratings, industry
and market conditions and trends, and other environmental factors are considered. The use of these
values is inherently subjective and our actual losses could be greater or less than the estimates.
The general allowance is used for estimating the loss on pools of smaller-balance, homogeneous
loans; including 1-4 family mortgage loans, installment loans, other consumer loans, and
outstanding loan commitments. Also, the general allowance is used for the remaining pool of larger
balance, non-homogeneous loans which were not allocated a specific allowance upon their review. The
general allowance begins with estimates of probable losses inherent in the homogeneous portfolio
based upon various statistical analyses. These include analysis of historical and peer group
delinquency and credit loss experience, together with analyses that reflect current trends and
conditions. The Company also considers trends and changes in the volume and term of loans, changes
in the credit process and/or lending policies and procedures, and an evaluation of overall credit
quality. The general allowance uses a historical loss view as an indicator of future losses. As a
result, even though this history is regularly updated with the most recent loss information, it
could differ from the loss incurred in the future. The general allowance also captures losses that
are attributable to various economic events, industry or geographic sectors whose impact on the
portfolio have occurred but have yet to be recognized in the specific allowances.
21
EXECUTIVE OVERVIEW
This discussion is intended to focus on certain financial information regarding the Company
and the Bank and may not contain all the information that is important to the reader. The purpose
of this discussion is to provide the reader with a more thorough understanding of our financial
statements. As such, this discussion should be read carefully in conjunction with the consolidated
financial statements and accompanying notes contained elsewhere in this report.
The Bank is the primary independent community bank in its immediate market area as measured by
deposit market share. It seeks to be the primary financial service provider for its market area by
providing the right mix of consistently high quality customer service, efficient technological
support, value-added products, and a strong commitment to the community. The Company and the Banks
primary operating businesses are in commercial and retail lending, deposit accounts and core
deposits, and assets under WMS management.
Net income of $956,000 for the third quarter of 2009, was a 2.2% increase from the net income for
the third quarter of 2008 of $935,000. Net income of $2.60 million for the nine months ending
September 30, 2009, was a 9.8% decrease from the net income for the nine months ending September
30, 2008 of $2.89 million. Loans, net of reserve, totaling $455.4 million at September 30, 2009,
increased 4.8% when compared with December 31, 2008, and increased 7.6% when compared with
September 30, 2008. Deposits, totaling $435.6 million at September 30, 2009, increased 8.8%
compared with December 31, 2008, and increased 7.4% when compared with September 30, 2008. Assets
under WMS management, totaling $303.1 million in market value at September 30, 2009, increased
10.7% from $273.7 million in market value at September 30, 2008, despite the decline in valuations
of the average common stock under management. For example, from September 30, 2008 to September 30,
2009, stocks measured in the S&P 500 index declined by approximately 9.4%.
Net interest income is the largest component of net income, and equals the difference between
income generated on interest-earning assets and interest expense incurred on interest-bearing
liabilities. Future trends regarding net interest income are dependent on the absolute level of
market interest rates, the shape of the yield curve, the amount of lost income from non-performing
assets, the amount of prepaying loans, the mix and amount of various deposit types, competition for
loans and deposits, and many other factors, as well as the overall volume of interest-earning
assets. These factors are individually difficult to predict, and when taken together, the
uncertainty of future trends compounds. Based on managements current projections, net interest
income may increase through the end of 2009 and beyond as average interest-earning assets increase,
but this may be offset in part or in whole by a possible contraction in the Banks net interest
margin resulting from competitive market conditions and/or a flat or inverted yield curve. A
steeper yield curve is projected to result in an increase in net interest income, while a flatter
or inverted yield curve is projected to result in a decrease in net interest income.
Since the third quarter of 2008, the Bank has seen its competition for deposits increase
significantly. The pricing of retail deposits, which traditionally has been at an interest rate
less than the interest rate on a FHLB of Atlanta advance of similar term, has exceeded the
corresponding FHLB rate by 50 to 100 basis points or more. The increased cost of deposits has
resulted in less net interest income and a narrower net interest margin. The intensified
competition for deposits is, for the most part, may be the result of liquidity and capitalization
pressures faced by many of the large multi-state financial institutions who compete in the Banks
market area.
The Banks non-performing assets totaled $7.1 million or 1.29% of total assets at September 30,
2009, as compared with $4.3 million or 0.81% of total assets at December 31, 2008, and $4.6 million
or 0.92% of total assets at September 30, 2008. Included in total non-performing assets at
September 30, 2009 were $634,000 of non-performing pooled trust preferred corporate bonds. The
Banks non-performing loans and repossessed assets totaled $6.4 million or 1.39% of total loans and
repossessed assets, including real estate owned, at September 30, 2009, as compared with $4.3
million or 0.97% of total loans and repossessed assets at December 31, 2008, and $4.6 million or
1.07% of total loans and repossessed assets at September 30, 2008. The provision for loan losses
was $920,000 for the first nine months of 2009 compared with $1.72 million for the first nine
months of 2008. Loan chargeoffs, net of recoveries, totaled $479,000 or 0.14% of total average
loans on an annualized basis for the first nine months of 2009, compared with $1.22 million or
0.29% of total average loans for the first nine months of 2008. The $801,000 decrease in the
provision for loan losses from the first nine months of 2008 to the first nine months of 2009 was
largely in response to the $743,000 decline in net charge-offs for the respective nine
month periods. Total
22
allowance for loan losses was $5.2 million or 1.13% of total loans at September 30, 2009 compared
with $4.8 million or 1.08% of loans at December 31, 2008 and $4.7 million or 1.10% of loans at
September 30, 2008.
Management seeks to continue the expansion of the Banks branch network. The Bank has leased land
in Bristow, Virginia and Haymarket, Virginia, in order to build its ninth and tenth full-service
branch offices, respectively. The Bristow office opened on July 13, 2009, and the Haymarket office
is scheduled to open in late 2009 or early 2010. The Bank is looking toward these new retail
markets for growth in deposits and WMS income. Management seeks to increase the level of its fee
income from deposits and WMS through the increase of its market share within its marketplace.
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER
30, 2008
NET INCOME
Net income was $956,000 for the third quarter of 2009, a 2.2% increase from the third quarter
of 2008 net income of $935,000. Earnings per share on a fully diluted basis were $0.26 in 2009
compared with $0.26 in 2008. Profitability as measured by return on average assets decreased from
0.73% in the third quarter of 2008 to 0.70% for the same period in 2009. Profitability as measured
by return on average equity increased from 8.85% to 8.87% over the same respective third quarters
in 2008 and 2009. The increase in net income was primarily due to the $551,000 increase in net
interest income in the third quarter of 2009 compared with the third quarter of 2008. This was
partially offset by a $246,000 permanent impairment loss on the Banks investments in pooled trust
preferred securities, as well as increased FDIC insurance expense.
NET INTEREST INCOME AND EXPENSE
Net interest income increased $551,000 or 11.2% to $5.47 million for the quarter ended
September 30, 2009 from $4.92 million for the quarter ended September 30, 2008. The increase in
net interest income was partially due to the impact of total average earning assets increasing 6.8%
from $470.9 million during the third quarter of 2008 to $502.7 million during the third quarter of
2009. In addition, the Companys net interest margin increased from 4.15% in the third quarter of
2008 to 4.32% in the third quarter of 2009.
Total interest income decreased $177,000 or 2.4% to $7.09 million for the third quarter of 2009
from $7.27 million for the third quarter of 2008. This decrease was primarily due to the 53 basis
point decrease in the yield on average assets from third quarter 2008 to third quarter 2009. This
was partially offset by the increase in total average earning assets of $31.9 million.
The average yield on loans decreased to 5.79% for the third quarter of 2009 compared with 6.23% for
the third quarter of 2008. Average loan balances increased $27.3 million or 6.4% from $429.4 million
during the third quarter of 2008 to $456.6 million during the third quarter of 2009. The increase
in loans outstanding, offset by the decline in rate, resulted in a $70,000 or 1.0% decrease in
interest and fee income from loans for the third quarter of 2009 compared with the same period in
2008.
Average investment security balances decreased $705,000 from $38.2 million in the third quarter of
2008 to $37.5 million in the third quarter of 2009. The tax-equivalent average yield on investments
decreased from 5.39% for the third quarter of 2008 to 4.48% for the third quarter of 2009.
Together, there was a decrease in interest and dividend income on security investments of $95,000
or 19.6%, from $485,000 for the third quarter of 2008 to $390,000 for the third quarter of 2009.
This decrease was primarily due to the decrease in overall market rates as well as the suspension
of interest income on two of the Banks investments in pooled trust preferred corporate bonds.
Interest income on deposits in other banks decreased $9,000 from third quarter 2008 to third
quarter 2009.
Total interest expense decreased $727,000 or 30.9% from $2.35 million for the third quarter of 2008
to $1.62 million for the third quarter of 2009 primarily due to the overall decline in shorter-term
market interest rates. Interest paid on deposits decreased $451,000
or 25.6% from $1.76 million for
the third quarter of 2008 to $1.31 million for the third quarter of 2009. Average NOW deposit
balances decreased $4.6 million from the third quarter of 2008 to the third quarter of 2009, while
the average rate on NOW accounts decreased from 0.90% to 0.47% resulting in a reduction of $93,000
in NOW interest expense for the third quarter of 2009. Average money market account
23
balances decreased $26.5 million from third quarter 2008 to third quarter 2009, while their average
rate decreased from 1.95% to 0.57% over the same period resulting in a decrease of $342,000 of
interest expense for the third quarter of 2009. Average time deposit balances increased $59.9
million from third quarter of 2008 to the third quarter of 2009 while the average rate on time
deposits decreased from 3.52% to 2.27% resulting in a decrease of $46,000 in interest expense for
the third quarter of 2009.
Interest expense on federal funds purchased decreased $8,000 for the third quarter of 2009
when compared to the third quarter of 2008 due to the decline in the average fed funds rate from
2.40% to 1.11%, which offset the $1.7 million increase in average federal funds purchased. Interest
expense on FHLB of Atlanta advances decreased $245,000 from the third quarter of 2008 to the third
quarter of 2009 due to the decrease in the average rate paid on FHLB advances from 3.51% to 2.17%,
as well as the decrease in average FHLB advance balances of $8.4 million, The average rate on total
interest-bearing liabilities decreased from 2.36% for the third quarter of 2008 to 1.50% for the
third quarter of 2009.
The following table sets forth information relating to the Companys average balance sheet and
reflects the average yield on assets and average cost of liabilities for the periods indicated and
the average yields and rates paid for the periods indicated. These yields and costs are derived by
dividing income or expense by the average daily balances of assets and liabilities, respectively,
for the periods presented.
24
AVERAGE BALANCES, INCOME AND EXPENSES, AND AVERAGE YIELDS AND RATES
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2009 |
|
|
Three Months Ended September 30, 2008 |
|
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
|
Balances |
|
|
Expense |
|
|
Rate |
|
|
Balances |
|
|
Expense |
|
|
Rate |
|
ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable |
|
$ |
446,344 |
|
|
$ |
6,599 |
|
|
|
5.79 |
% |
|
$ |
417,624 |
|
|
$ |
6,664 |
|
|
|
6.26 |
% |
Tax-exempt (1) |
|
|
8,252 |
|
|
|
150 |
|
|
|
7.09 |
% |
|
|
8,642 |
|
|
|
159 |
|
|
|
7.21 |
% |
Nonaccrual (2) |
|
|
2,048 |
|
|
|
|
|
|
|
|
|
|
|
3,089 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans |
|
|
456,644 |
|
|
|
6,749 |
|
|
|
5.79 |
% |
|
|
429,355 |
|
|
|
6,823 |
|
|
|
6.23 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable |
|
|
31,955 |
|
|
|
330 |
|
|
|
4.13 |
% |
|
|
32,970 |
|
|
|
427 |
|
|
|
5.17 |
% |
Tax-exempt (1) |
|
|
5,575 |
|
|
|
90 |
|
|
|
6.45 |
% |
|
|
5,265 |
|
|
|
88 |
|
|
|
6.71 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities |
|
|
37,530 |
|
|
|
420 |
|
|
|
4.48 |
% |
|
|
38,235 |
|
|
|
515 |
|
|
|
5.39 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits in banks |
|
|
8,506 |
|
|
|
5 |
|
|
|
0.21 |
% |
|
|
3,269 |
|
|
|
15 |
|
|
|
1.83 |
% |
Federal funds sold |
|
|
64 |
|
|
|
0.04 |
|
|
|
0.25 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning assets |
|
|
502,744 |
|
|
|
7,174 |
|
|
|
5.60 |
% |
|
|
470,859 |
|
|
|
7,353 |
|
|
|
6.13 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Reserve for loan losses |
|
|
(5,204 |
) |
|
|
|
|
|
|
|
|
|
|
(4,491 |
) |
|
|
|
|
|
|
|
|
Cash and due from banks |
|
|
5,863 |
|
|
|
|
|
|
|
|
|
|
|
14,658 |
|
|
|
|
|
|
|
|
|
Bank premises and equipment,
net |
|
|
11,994 |
|
|
|
|
|
|
|
|
|
|
|
8,451 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
23,613 |
|
|
|
|
|
|
|
|
|
|
|
17,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
539,010 |
|
|
|
|
|
|
|
|
|
|
$ |
506,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES &
SHAREHOLDERS EQUITY: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
$ |
63,139 |
|
|
|
|
|
|
|
|
|
|
$ |
66,170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOW accounts |
|
|
78,102 |
|
|
|
93 |
|
|
|
0.47 |
% |
|
|
82,685 |
|
|
|
186 |
|
|
|
0.90 |
% |
Money market accounts |
|
|
62,894 |
|
|
|
91 |
|
|
|
0.57 |
% |
|
|
89,437 |
|
|
|
433 |
|
|
|
1.95 |
% |
Savings accounts |
|
|
42,054 |
|
|
|
69 |
|
|
|
0.65 |
% |
|
|
31,748 |
|
|
|
39 |
|
|
|
0.49 |
% |
Time deposits |
|
|
184,797 |
|
|
|
1,057 |
|
|
|
2.27 |
% |
|
|
124,902 |
|
|
|
1,104 |
|
|
|
3.52 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
interest-bearing
deposits |
|
|
367,847 |
|
|
|
1,310 |
|
|
|
1.41 |
% |
|
|
328,772 |
|
|
|
1,762 |
|
|
|
2.13 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased |
|
|
5,624 |
|
|
|
16 |
|
|
|
1.11 |
% |
|
|
3,953 |
|
|
|
24 |
|
|
|
2.40 |
% |
Federal Home Loan Bank
advances |
|
|
49,511 |
|
|
|
275 |
|
|
|
2.17 |
% |
|
|
57,880 |
|
|
|
519 |
|
|
|
3.51 |
% |
Capital securities of
subsidiary trust |
|
|
4,124 |
|
|
|
23 |
|
|
|
2.23 |
% |
|
|
4,124 |
|
|
|
46 |
|
|
|
4.34 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing
liabilities |
|
|
427,106 |
|
|
|
1,624 |
|
|
|
1.50 |
% |
|
|
394,729 |
|
|
|
2,351 |
|
|
|
2.36 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
6,027 |
|
|
|
|
|
|
|
|
|
|
|
4,041 |
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
42,738 |
|
|
|
|
|
|
|
|
|
|
|
42,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities &
Shareholders Equity |
|
$ |
539,010 |
|
|
|
|
|
|
|
|
|
|
$ |
506,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest spread |
|
|
|
|
|
$ |
5,550 |
|
|
|
4.09 |
% |
|
|
|
|
|
$ |
5,002 |
|
|
|
3.77 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense as a
percent of average
earning assets |
|
|
|
|
|
|
|
|
|
|
1.28 |
% |
|
|
|
|
|
|
|
|
|
|
1.98 |
% |
Net interest margin |
|
|
|
|
|
|
|
|
|
|
4.32 |
% |
|
|
|
|
|
|
|
|
|
|
4.15 |
% |
|
|
|
(1) |
|
Income and rates on non-taxable assets are computed on a tax equivalent basis using a
federal tax rate of 34%. |
|
(2) |
|
Nonaccrual loans are included in the average balance of total loans
and total earning assets. |
25
RATE/VOLUME ANALYSIS
The following table sets forth certain information regarding changes in interest income and
interest expense of the Company for the periods indicated. For each category of interest-earning
asset and interest-bearing liability, information is provided on changes attributable to changes in
volume (change in volume multiplied by old rate); and changes in rates (change in rate multiplied
by old volume). Changes in rate-volume, which cannot be separately identified, are allocated
proportionately between changes in rate and changes in volume.
|
|
|
|
|
|
|
|
|
|
|
|
|
RATE / VOLUME VARIANCE |
|
(In Thousands) |
|
Three Months Ended September 30, 2009 Compared to |
|
Three Months Ended September 30, 2008 |
|
|
|
|
|
|
|
Due to |
|
|
Due to |
|
|
|
Change |
|
|
Volume |
|
|
Rate |
|
INTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
Loans; taxable |
|
$ |
(64 |
) |
|
$ |
458 |
|
|
|
(522 |
) |
Loans; tax-exempt (1) |
|
|
(10 |
) |
|
|
(7 |
) |
|
|
(3 |
) |
Securities; taxable |
|
|
(96 |
) |
|
|
(13 |
) |
|
|
(83 |
) |
Securities; tax-exempt (1) |
|
|
2 |
|
|
|
5 |
|
|
|
(3 |
) |
Deposits in banks |
|
|
(11 |
) |
|
|
25 |
|
|
|
(36 |
) |
Federal funds sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Interest Income |
|
|
(179 |
) |
|
|
468 |
|
|
|
(647 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
NOW accounts |
|
|
(93 |
) |
|
|
(10 |
) |
|
|
(83 |
) |
Money market accounts |
|
|
(342 |
) |
|
|
(128 |
) |
|
|
(214 |
) |
Savings accounts |
|
|
30 |
|
|
|
13 |
|
|
|
17 |
|
Time deposits |
|
|
(46 |
) |
|
|
529 |
|
|
|
(575 |
) |
Federal funds purchased and securities sold under agreements to repurchase |
|
|
(8 |
) |
|
|
10 |
|
|
|
(18 |
) |
Federal Home Loan Bank advances |
|
|
(245 |
) |
|
|
(75 |
) |
|
|
(170 |
) |
Capital securities of subsidiary trust |
|
|
(23 |
) |
|
|
|
|
|
|
(23 |
) |
|
|
|
|
|
|
|
|
|
|
Total Interest Expense |
|
|
(727 |
) |
|
|
339 |
|
|
|
(1,066 |
) |
|
|
|
|
|
|
|
|
|
|
Net Interest Income |
|
$ |
548 |
|
|
$ |
129 |
|
|
$ |
419 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Income and rates on non-taxable assets are computed on a tax equivalent basis using a federal tax rate of 34%. |
PROVISION FOR LOAN LOSSES, ALLOWANCE FOR LOAN LOSSES, AND ASSET QUALITY
The provision for loan losses was $360,000 for the third quarter of 2009, compared with
$431,000 for the third quarter of 2008. The amount of the provision for loan loss was based upon
managements continual evaluation of the adequacy of the allowance for loan losses, which
encompasses the overall risk characteristics of the loan portfolio, trends in the Banks delinquent
and non-performing loans, estimated values of collateral, and the impact of economic conditions on
borrowers. Greater weight is given to the loss history by loan category, prolonged changes in
portfolio delinquency trends by loan category, and changes in economic trends. There can be no
assurances, however, that future losses will not exceed estimated amounts, or that increased
amounts of provisions for loan losses will not be required in future periods.
The $71,000 decrease in the provision for loan losses during the third quarter of 2009, compared to
the same quarter one year earlier, was largely in response to the decline in net loan charge-offs
during the quarter ended September 30, 2009 compared to the previous year.
OTHER INCOME
Total other income increased by $9,000 from $1.18 million for the third quarter of 2008 to
$1.19 million in the third quarter of 2009. Non-interest income is derived primarily from
non-interest fee income, which consists primarily of fiduciary and other Wealth Management fees,
service charges on deposit accounts, and other fee income. The decrease in other income primarily
reflects declines in Wealth Management income and service charges on deposit accounts.
Additionally, during the third quarters of 2009 and 2008, the Bank recognized impairment losses in
its
26
investment portfolio. During the third quarter of 2009, the Bank recognized a $246,000 loss on
the permanent impairment on its investment in pooled trust preferred securities. During the third
quarter of 2008, the Bank recognized a $298,000 loss on the permanent impairment on its investment
in Freddie Mac preferred stock.
Wealth Management income decreased $7,000 or 2.2% from the third quarter of 2008 to the third
quarter of 2009, as assets under management declined from year to year, primarily due to the
decline in overall stock market valuations. Further growth or decline in Wealth Management fees is
significantly dependent on the growth or decline in value of the U.S. and international stock and
bond markets.
Service charges on deposit accounts decreased $22,000 or 3.0% to $701,000 for the three months
ending September 30, 2009 compared to one year earlier. Due to changes in economic conditions and
consumer confidence, it appears that customers usage of various deposit services has lessened.
Whether this is a temporary cyclical change, or a more permanent structural change is difficult to
determine at this point in time.
Other service charges, commissions and fees decreased $18,000 or 4.0% from $437,000 in third
quarter 2008 to $419,000 in third quarter 2009. Included in other service charges, commissions, and
income is Bank Owned Life Insurance (BOLI) income, which was $103,000 during the third quarter of
2009 compared with $104,000 for the same quarter one year earlier. Total BOLI was $10.7 million at
September 30, 2009, compared with $10.3 million one year earlier.
OTHER EXPENSE
Total other expense increased $765,000 or 18.0% during the third quarter of 2009 compared with
the third quarter of 2008, primarily due to increased compensation expense and FDIC insurance
assessment from third quarter 2008 to third quarter 2009.
Salaries and employees benefits increased $536,000 or 25.0%, primarily due to the year-to-year
changes in the accrual of incentive compensation, as well as increase in the total number of staff
and pension expense associated with the defined benefit pension plan scheduled to be terminated at
December 31, 2009. During the third quarter of 2008, the Bank did not accrue any incentive
compensation based upon not meeting established levels of pre-tax, pre-incentive income at that
time. By comparison, the Bank accrued approximately $180,000 for incentive compensation during the
third quarter of 2009 by meeting established levels of pre-tax, pre-incentive income. Such 2009
incentives will be paid, or reversed based upon audited total year results in early 2010. Active
full-time equivalent personnel totaled 153 at September 30, 2009 compared with 144 at September 30,
2008. The September 2009 data includes seven full-time equivalent positions used to staff the
Bristow branch office which opened in July 2009.
On December 20, 2007, the Companys Board of Directors (Board) approved the termination of the
defined benefit pension plan effective on December 31, 2009, and effective January 1, 2010 the
Board approved to replace the defined benefit pension plan with an enhanced 401(k) plan. Defined
benefit pension plan expenses are projected to be approximately $285,000 in 2009, and nothing due
to curtailment going forward. Expenses for the 401(k) plan are projected to increase from
approximately $154,000 in 2009 to approximately $625,000 in 2010. Growth in 401(k) after 2010 is
projected to increase approximately at the same rate of increase as salaries.
The Bank expects personnel costs, consisting primarily of salary and benefits, to continue to be
its largest other expense. As such, the most important factor with regard to potential changes in
other expenses is the expansion of staff. The cost of any additional staff expansion, however,
would be expected to be offset by the increased revenue generated by the additional services that
the new staff would enable the Bank to perform. For the remainder of 2009, the Company projects six
additional full-time equivalent positions excluding the impact of the Haymarket office. In late 2009 or early 2010, the Company will also increase full-time equivalent personnel in order
to staff the branch office in Haymarket.
Net occupancy expense increased $59,000 or 18.0%, primarily due to expenses associated with the
July 2009 opening of the Bristow branch. Furniture and equipment expense decreased $55,000 or
17.5%, from third quarter 2008 to third quarter 2009 due to decreases in the depreciation of
technology equipment and software.
27
Marketing expense increased $41,000 or 28.9% from $143,000 for the third quarter of 2008 to
$184,000 for the third quarter of 2009. This increase primarily reflects the marketing campaigns
associated with the new Bristow branch opening in July 2009. Marketing expenses for all of 2009 are
projected to be approximately the same as 2008.
Legal, auditing and consulting expense decreased $41,000 or 15.8% in the third quarter of 2009
compared with the third quarter of 2008.
Data processing expense decreased $93,000 or 28.5% for the third quarter of 2009 compared with the
same time period in 2008. The Bank outsources much of its data processing to a third-party vendor,
and during the third quarter
of 2009 changed vendors, which generated a non-recurring reduction of expense. Going forward for
the remainder of 2009 and 2010, data processing expenses are projected to approximate third quarter
2008 rather than third 2009.
FDIC deposit insurance assessments increased from $64,000 for the third quarter of 2008 to $145,000
for the third quarter of 2009. FDIC expense is projected to increase from $291,000 for all of 2008
to approximately $820,000 for 2009, taking into consideration the $240,000 special assessment
expense required by the FDIC at June 30, 2009.
Other operating expenses increased $237,000 or 34.9% in the third quarter of 2009 compared with the
third quarter of 2008. The increase in expense primarily reflects an increase in non-loan
charge-offs from $89,000 for the third quarter of 2008 to $212,000 for the third quarter of 2009.
Included in non-loan charge-offs are losses related to robbery and ATM fraud.
INCOME TAXES
Income tax expense was $323,000 for the quarter ended September 30, 2009 compared with
$479,000 for the quarter ended September 30, 2008. The effective tax rates were 25.3% and 33.9% for
the third quarter of 2009 and 2008, respectively. The effective tax rate differs from the statutory
federal income tax rate of 34% due to the Banks investment in tax-exempt loans and securities, and
income from the BOLI purchases. The effective tax rate for the third quarter of 2008 was impacted
by the realization of the impairment loss on the Freddie Mac preferred stock, but the delay of the
tax benefit from the loss until the fourth quarter of 2008 due to the timing of changes in federal
tax legislation.
COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30,
2008
NET INCOME
Net income was $2.60 million for the first nine months of 2009, a 9.8% decrease from the first
nine months of 2008 net income of $2.89 million. Earnings per share on a fully diluted basis were
$0.72 in 2009 compared to $0.81 in 2008. Profitability as measured by return on average assets
decreased from 0.77% in the first nine months of 2008 to 0.66% for the same period in 2009.
Profitability as measured by return on average equity decreased from 9.04% to 8.26% over the same
respective nine month periods in 2008 and 2009. The decline in net income and the corresponding
profitability measures was primarily due to the loss on impairment of the Companys investment in
pooled trust preferred corporate bonds and Silverton Bank common stock totaling $412,000, the
decline in wealth management and deposit fee income, the loss on the sale of other real estate
owned totaling $136,000, the expenses associated with the contested election of directors at the
2009 annual meeting of shareholders totaling approximately $291,000, and the increase in FDIC
insurance of $588,000. These were partially offset by a $982,000 increase in net interest income in
the first nine months of 2009 compared with the first nine months of 2008, and a decrease of
$801,000 in the provision for loan losses.
The following table reconciles various non-GAAP adjustments to net income on a GAAP basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands) |
|
|
|
|
Before Taxes |
|
Tax Expense |
|
After Taxes |
|
Per Fully-Diluted Share |
For the Nine Months Ended September 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income on GAAP basis |
|
$ |
3,539 |
|
|
$ |
937 |
|
|
$ |
2,603 |
|
|
$ |
0.723 |
|
|
Plus: Proxy contest expense |
|
|
291 |
|
|
|
99 |
|
|
|
192 |
|
|
|
0.053 |
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands) |
|
|
|
|
Before Taxes |
|
Tax Expense |
|
After Taxes |
|
Per Fully-Diluted Share |
Plus: FDIC special assessment expense |
|
|
240 |
|
|
|
82 |
|
|
|
158 |
|
|
|
0.044 |
|
|
|
|
|
Net income after non-GAAP adjustment items |
|
$ |
4,070 |
|
|
$ |
1,118 |
|
|
$ |
2,953 |
|
|
$ |
0.820 |
|
|
|
|
Tax expense is computed using a federal tax rate of 34%.
|
|
|
|
|
|
|
For Nine Months ended |
|
|
September 30, 2009 |
Return on Average Assets: |
|
|
|
|
Net income on GAAP basis |
|
|
0.66 |
% |
Net income after non-GAAP adjustment items |
|
|
0.75 |
% |
|
|
|
|
|
Return on Average Equity: |
|
|
|
|
Net income on GAAP basis |
|
|
8.26 |
% |
Net income after non-GAAP adjustment items |
|
|
9.37 |
% |
NET INTEREST INCOME AND EXPENSE
Net interest income increased $982,000 or 6.7% to $15.59 million for the nine months ended
September 30, 2009 from $14.61 million for the nine months ended September 30, 2008. The increase
in net interest income was due to the impact of total average earning assets increasing 6.7% from
$462.2 million during the first nine months of 2008 to $493.0 million during the first nine months
of 2009. In addition, there was an increase in the Companys net interest margin from 4.21% in the
first nine months of 2008 to 4.22% in the first nine months of 2009.
Total interest income decreased $939,000 or 4.3% to $20.80 million for the first nine months of
2009 from $21.74 million for the first nine months of 2008. This decrease was primarily due to the
64 basis point decrease in the yield on average assets from the first nine months 2008 to the first
nine months 2009. This was partially offset by the increase in total average earning assets of
$30.8 million.
The average yield on loans decreased to 5.78% for the first nine months of 2009 compared with 6.40%
for the first nine months of 2008. Average loan balances increased $28.9 million or 6.9% from
$420.8 million during the first nine months of 2008 to $449.8 million during the first nine months
of 2009. The decline in rate, partially offset by the increase in loans outstanding, resulted in a
$705,000 or 3.5% decrease in interest and fee income from loans for the first nine months of 2009
compared with the same period in 2008.
Average investment security balances decreased $1.5 million from $38.1 million in the first nine
months of 2008 to $36.6 million in the first nine months of 2009. The tax-equivalent average yield
on investments decreased from 5.17% for the first nine months of 2008 to 4.71% for the first nine
months of 2009. Together, there was a decrease in interest and dividend income on security
investments of $185,000 or 13.3%, from $1.39 million for the first nine months of 2008 to $1.20
million for the first nine months of 2009. This decrease was primarily due to the suspension of
dividend income on FHLB of Atlanta stock during the first six months of 2009, as well as the
decline in average balances on securities. Interest income on deposits in other banks decreased
$16,000 from the first nine months of 2008 to the first nine months of 2009. Interest income on
federal funds sold decreased $33,000 from the first nine months of 2008 to the first nine months of
2009, reflecting a decline in the average balances from $1.6 million to $102,000.
Total interest expense decreased $1.92 million or 26.9% from $7.13 million for the first nine
months of 2008 to $5.21 million for the first nine months of 2009 primarily due to the overall
decline in shorter-term market interest rates. Interest paid on deposits decreased $1.18 million or
21.4% from $5.49 million for the first nine months of 2008 to $4.31 million for the first nine
months of 2009. Average NOW deposit balances decreased $8.7 million from the first nine months of
2008 to the first nine months of 2009, while the average rate on NOW accounts decreased from 1.02%
to 0.43% resulting in a reduction of $403,000 in NOW interest expense for the first nine months of
2009. Average money market account balances decreased $26.0 million from the first nine months
2008 to the first nine months 2009, while their average rate decreased from 2.15% to 0.79% over the
same period resulting in a
29
decrease of $1.12 million of interest expense for the first nine months
of 2009. Average time deposit balances increased $57.6 million from the first nine months of 2008
to the first nine months of 2009 while the average rate on time deposits decreased from 3.76% to
2.76% resulting in an increase of $338,000 in interest expense for the first nine months of 2009.
Interest expense on federal funds purchased decreased $49,000 for the first nine months of 2009
when compared to the first nine months of 2008 due to the decline in the average fed funds rate
from 2.93% to 1.22%, partially offset by the $223,000 increase in average federal funds purchased.
Interest expense on FHLB of Atlanta advances
decreased $630,000 from the first nine months of 2008 to the first nine months of 2009 due to the
decrease in the average rate paid on FHLB advances from 3.61% to 1.85%, partially offset by the
increase in average FHLB advance balances of $3.8 million. The expense on the distribution
on capital securities of subsidiary trusts decreased $67,000 for the first nine months of 2009 when
compared to the first nine months of 2008 due to the decline in their three-month LIBOR-indexed
interest rate from 4.95% to 2.84%.
The average rate on total interest-bearing liabilities decreased from 2.47% for the first nine
months of 2008 to 1.67% for the first nine months of 2009.
30
The following table sets forth information relating to the Companys average balance sheet and
reflects the average yield on assets and average cost of liabilities for the periods indicated and
the average yields and rates paid for the periods indicated. These yields and costs are derived by
dividing income or expense by the average daily balances of assets and liabilities, respectively,
for the periods presented.
AVERAGE BALANCES, INCOME AND EXPENSES, AND AVERAGE YIELDS AND RATES
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2009 |
|
|
Nine Months Ended September 30, 2008 |
|
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
|
Balances |
|
|
Expense |
|
|
Rate |
|
|
Balances |
|
|
Expense |
|
|
Rate |
|
ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable |
|
$ |
439,632 |
|
|
$ |
19,254 |
|
|
|
5.78 |
% |
|
$ |
410,676 |
|
|
$ |
20,007 |
|
|
|
6.38 |
% |
Tax-exempt (1) |
|
|
8,411 |
|
|
|
441 |
|
|
|
6.91 |
% |
|
|
7,916 |
|
|
|
433 |
|
|
|
7.18 |
% |
Nonaccrual (2) |
|
|
1,719 |
|
|
|
|
|
|
|
|
|
|
|
2,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans |
|
|
449,762 |
|
|
|
19,695 |
|
|
|
5.78 |
% |
|
|
420,836 |
|
|
|
20,440 |
|
|
|
6.40 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable |
|
|
31,061 |
|
|
|
1,023 |
|
|
|
4.39 |
% |
|
|
32,675 |
|
|
|
1,211 |
|
|
|
4.71 |
% |
Tax-exempt (1) |
|
|
5,537 |
|
|
|
271 |
|
|
|
6.52 |
% |
|
|
5,386 |
|
|
|
265 |
|
|
|
6.55 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities |
|
|
36,598 |
|
|
|
1,294 |
|
|
|
4.71 |
% |
|
|
38,061 |
|
|
|
1,476 |
|
|
|
5.17 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits in banks |
|
|
6,535 |
|
|
|
11 |
|
|
|
0.23 |
% |
|
|
1,693 |
|
|
|
28 |
|
|
|
2.16 |
% |
Federal funds sold |
|
|
102 |
|
|
|
0.2 |
|
|
|
0.25 |
% |
|
|
1,640 |
|
|
|
33 |
|
|
|
2.71 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning assets |
|
|
492,997 |
|
|
|
21,000 |
|
|
|
5.63 |
% |
|
|
462,230 |
|
|
|
21,977 |
|
|
|
6.27 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Reserve for loan losses |
|
|
(5,034 |
) |
|
|
|
|
|
|
|
|
|
|
(4,285 |
) |
|
|
|
|
|
|
|
|
Cash and due from banks |
|
|
8,041 |
|
|
|
|
|
|
|
|
|
|
|
15,550 |
|
|
|
|
|
|
|
|
|
Bank premises and equipment, net |
|
|
10,154 |
|
|
|
|
|
|
|
|
|
|
|
8,160 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
21,438 |
|
|
|
|
|
|
|
|
|
|
|
16,825 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
527,596 |
|
|
|
|
|
|
|
|
|
|
$ |
498,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES &
SHAREHOLDERS EQUITY: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
$ |
63,623 |
|
|
|
|
|
|
|
|
|
|
$ |
67,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOW accounts |
|
|
77,359 |
|
|
|
252 |
|
|
|
0.43 |
% |
|
|
86,067 |
|
|
|
655 |
|
|
|
1.02 |
% |
Money market accounts |
|
|
68,145 |
|
|
|
401 |
|
|
|
0.79 |
% |
|
|
94,142 |
|
|
|
1,517 |
|
|
|
2.15 |
% |
Savings accounts |
|
|
36,052 |
|
|
|
117 |
|
|
|
0.43 |
% |
|
|
31,363 |
|
|
|
111 |
|
|
|
0.47 |
% |
Time deposits |
|
|
171,397 |
|
|
|
3,540 |
|
|
|
2.76 |
% |
|
|
113,762 |
|
|
|
3,202 |
|
|
|
3.76 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits |
|
|
352,953 |
|
|
|
4,310 |
|
|
|
1.63 |
% |
|
|
325,334 |
|
|
|
5,485 |
|
|
|
2.25 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased |
|
|
4,207 |
|
|
|
39 |
|
|
|
1.22 |
% |
|
|
3,984 |
|
|
|
87 |
|
|
|
2.93 |
% |
Federal Home Loan Bank advances |
|
|
54,795 |
|
|
|
771 |
|
|
|
1.85 |
% |
|
|
50,961 |
|
|
|
1,401 |
|
|
|
3.61 |
% |
Capital securities of subsidiary trust |
|
|
4,124 |
|
|
|
89 |
|
|
|
2.84 |
% |
|
|
4,124 |
|
|
|
156 |
|
|
|
4.95 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
|
416,079 |
|
|
|
5,209 |
|
|
|
1.67 |
% |
|
|
384,403 |
|
|
|
7,129 |
|
|
|
2.47 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
5,764 |
|
|
|
|
|
|
|
|
|
|
|
3,829 |
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
42,130 |
|
|
|
|
|
|
|
|
|
|
|
42,631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities & Shareholders Equity |
|
$ |
527,596 |
|
|
|
|
|
|
|
|
|
|
$ |
498,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest spread |
|
|
|
|
|
$ |
15,791 |
|
|
|
3.96 |
% |
|
|
|
|
|
$ |
14,848 |
|
|
|
3.80 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense as a percent of average
earning assets |
|
|
|
|
|
|
|
|
|
|
1.41 |
% |
|
|
|
|
|
|
|
|
|
|
2.05 |
% |
Net interest margin |
|
|
|
|
|
|
|
|
|
|
4.22 |
% |
|
|
|
|
|
|
|
|
|
|
4.21 |
% |
|
|
|
(1) |
|
Income and rates on non-taxable assets are computed on a tax equivalent basis using a federal
tax rate of 34%. |
|
(2) |
|
Nonaccrual loans are included in the average balance of total loans and total earning assets. |
31
RATE/VOLUME ANALYSIS
The following table sets forth certain information regarding changes in interest income and
interest expense of the Company for the periods indicated. For each category of interest-earning
asset and interest-bearing liability, information is provided on changes attributable to changes in
volume (change in volume multiplied by old rate); and changes in rates (change in rate multiplied
by old volume). Changes in rate-volume, which cannot be separately identified, are allocated
proportionately between changes in rate and changes in volume.
|
|
|
|
|
|
|
|
|
|
|
|
|
RATE / VOLUME VARIANCE |
|
(In Thousands) |
|
Nine Months Ended September 30, 2009 Compared to |
|
Nine Months Ended September 30, 2008 |
|
|
|
|
|
|
|
Due to |
|
|
Due to |
|
|
|
Change |
|
|
Volume |
|
|
Rate |
|
INTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
Loans; taxable |
|
$ |
(754 |
) |
|
$ |
1,411 |
|
|
|
(2,165 |
) |
Loans; tax-exempt (1) |
|
|
8 |
|
|
|
27 |
|
|
|
(19 |
) |
Securities; taxable |
|
|
(188 |
) |
|
|
(60 |
) |
|
|
(128 |
) |
Securities; tax-exempt (1) |
|
|
6 |
|
|
|
7 |
|
|
|
(1 |
) |
Deposits in banks |
|
|
(17 |
) |
|
|
80 |
|
|
|
(97 |
) |
Federal funds sold |
|
|
(33 |
) |
|
|
(31 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
Total Interest Income |
|
|
(978 |
) |
|
|
1,434 |
|
|
|
(2,412 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
NOW accounts |
|
|
(403 |
) |
|
|
(66 |
) |
|
|
(337 |
) |
Money market accounts |
|
|
(1,116 |
) |
|
|
(419 |
) |
|
|
(697 |
) |
Savings accounts |
|
|
6 |
|
|
|
17 |
|
|
|
(11 |
) |
Time deposits |
|
|
338 |
|
|
|
1,622 |
|
|
|
(1,284 |
) |
Federal funds purchased and securities sold under agreements to repurchase |
|
|
(48 |
) |
|
|
5 |
|
|
|
(53 |
) |
Federal Home Loan Bank advances |
|
|
(631 |
) |
|
|
105 |
|
|
|
(736 |
) |
Capital securities of subsidiary trust |
|
|
(67 |
) |
|
|
|
|
|
|
(67 |
) |
|
|
|
|
|
|
|
|
|
|
Total Interest Expense |
|
|
(1,921 |
) |
|
|
1,264 |
|
|
|
(3,185 |
) |
|
|
|
|
|
|
|
|
|
|
Net Interest Income |
|
$ |
943 |
|
|
$ |
170 |
|
|
$ |
773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Income and rates on non-taxable assets are computed on a tax equivalent basis using a federal tax rate of 34%. |
PROVISION FOR LOAN LOSSES, ALLOWANCE FOR LOAN LOSSES, AND ASSET QUALITY
The provision for loan losses was $920,000 for the first nine months of 2009, compared with $1.72
million for the first nine months of 2008.
The $801,000 decrease in the provision for loan losses during the first nine months of 2009,
compared to the same period one year earlier, was largely in response to the decline in loan
charge-offs during the nine months ended September 30, 2009.
OTHER INCOME
Total other income decreased by $761,000 from $4.28 million for the first nine months of 2008 to
$3.51 million in the first nine months of 2009. The decrease in other income primarily reflects the
loss on the impairment of
securities totaling $412,000, and the loss on sale of other real estate owned properties of
$136,000 compared to a gain of $26,000 in 2008, as well as declines in Wealth Management income and
service charges on deposit accounts. In addition, there was the recognition of a $217,000 gain due
to the Banks ownership interest in Infinex, and an $88,000 gain on sale of investments during the
first nine months of 2008 that did not reoccur in 2009.
Wealth Management income decreased $185,000 or 18.5% from the first nine months of 2008 to the
first nine months of 2009, as assets under management declined from year to year, primarily due to
the decline in overall stock market valuations.
32
Service charges on deposit accounts decreased $72,000 or 3.4% to $2.03 million for the first nine
months of 2009 compared to the same period one year earlier.
Other service charges, commissions and fees decreased $266,000 or 18.0% from $1.48 million in the
first nine months 2008 to $1.21 million in the first nine months 2009. This decrease was primarily
due to the recognition of a $217,000 gain due to the Banks ownership interest in Infinex during
2008. Also included in other service charges, commissions, and income is BOLI income, which was
$304,000 during the first nine months of 2009 compared with $310,000 for the same period one year
earlier.
OTHER EXPENSE
Total other expense increased $1.59 million or 12.2% during the first nine months of 2009 compared
with the first nine months of 2008. The reasons for the increase are primarily due to the $588,000
increase in FDIC deposit insurance assessment, the expenses related to the proxy contest totaling
$291,000, and a $215,000 increase in pension expense.
Salaries and employees benefits increased $594,000 or 8.8%, primarily due to an increase in staff,
including the staffing of the Bristow branch office opened in July 2009, and pension expense
associated with the termination of the defined benefit pension plan at December 31, 2009.
Net occupancy expense increased $54,000 or 5.7%, primarily due to the Bristow branch office opening
in July 2009, and furniture and equipment expense decreased $77,000 or 8.7% from the first nine
months 2008 to the first nine months 2009 due to reduced depreciation of technology hardware and
software.
Marketing expense increased $24,000 or 5.1% from $468,000 for the first nine months of 2008 to
$492,000 for the first nine months of 2009. This increase primarily reflects timing differences of
direct mail campaigns targeting both individual households and small businesses, as well as with
marketing expenses associated with the opening of the Bristow branch.
Consulting expense, which includes legal and accounting professional fees, increased $230,000 or
28.7% in the first nine months of 2009 compared with the first nine months of 2008. This increase
primarily reflects increased legal fees and other consulting fees associated with the 2009 annual
meeting of shareholders and a contested election of directors related to the meeting.
Data processing expense decreased $81,000 or 8.2% for the first nine months of 2009 compared with
the same time period in 2008 for the same reasons discussed in the three month comparison.
The FDIC deposit insurance assessment increased from $87,000 for the first nine months of 2008 to
$675,000 for the first nine months of 2009, including approximately $240,000 for the FDICs special
assessment.
Other operating expenses increased $259,000 or 12.4% in the first nine months of 2009 compared with
the first nine months of 2008. The increase in expense primarily reflects an increase in other
expenses related to the 2009 annual meeting of shareholders and a contested election of directors
related to the meeting, as well as increased non-loan charge-offs.
INCOME TAXES
Income tax expense was $937,000 for the nine months ended September 30, 2009 compared with $1.22
million for the nine months ended September 30, 2008. The effective tax rates were 26.5% and 29.8%
for the first nine months of 2009 and 2008, respectively.
COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2009 AND DECEMBER 31, 2008
Total assets were $548.4 million at September 30, 2009 compared with $514.5 million at December 31,
2008, an increase of 6.6% or $33.9 million. Balance sheet categories reflecting significant changes
included interest-bearing deposits in other banks, total loans, other real estate owned, deposits,
federal funds purchased, FHLB advances, and company-obligated mandatorily redeemable capital
securities. Each of these categories is discussed below.
33
INTEREST-BEARING DEPOSITS IN OTHER BANKS. Interest-bearing deposits in other banks were $15.0
million at September 30, 2009, reflecting an increase of $11.6 million from December 31, 2008. The
increase in interest-bearing deposits in other banks was primarily due to the increase in cash held
at the Federal Reserve. The higher balance at September 30, 2009 was in order to satisfy reserve
requirements and temporary placement of liquidity.
LOANS. Total net loan balance after allowance for loan losses was $455.4 million at September 30,
2009, which represents an increase of $20.7 million or 4.8% from $434.7 million at December 31,
2008. The Bank continually modifies its loan pricing strategies and expands its loan product
offerings in an effort to increase lending activity without sacrificing the existing credit quality
standards.
BANK PREMISES AND EQUIPMENT, NET. Bank premises and equipment increased $4.2 million from December
31, 2008 to September 30, 2009 due to the capitalization of construction costs associated with the
building of new Bristow, Haymarket and View Tree, Warrenton branch offices.
OTHER REAL ESTATE OWNED. Other real estate owned declined by $1.0 million from December 31, 2008 to
September 30, 2009 due to the sale of one property at a loss of $136,000 during the first quarter
of 2009. The loss was reflected in the consolidated statement of income for the nine months ended
September 30, 2009.
DEPOSITS. For the nine months ended September 30, 2009, total deposits increased by $35.3 million
or 8.8% when compared with total deposits at December 31, 2008. Non-interest-bearing deposits
decreased by $4.7 million and interest-bearing deposits increased by $40.0 million. Included in
interest-bearing deposits at September 30, 2009 and December 31, 2008 were $50.1 million and $37.4
million, respectively of brokered deposits as defined by the Federal Reserve. Of the $50.1 million
in brokered deposits, $30.9 million represent deposits of Bank customers, exchanged through the
CDARs network. With the CDARs program, funds are placed into certificate of deposits issued by
other banks in the network, in increments of less than $250,000, to ensure both principal and
interest are eligible for complete FDIC coverage. These deposits are exchanged with other member
banks on a dollar-for-dollar basis, bringing the full amount of our customers deposits back to the
Bank and making these funds fully available for lending in our community. The decline in the Banks
non-interest-bearing deposits and the increase in interest-bearing deposits during the first nine
months of 2009 were the result of many factors difficult to segregate and quantify, and equally
difficult to use as factors for future projections. The economy, local competition, retail customer
preferences, changes in seasonal cash flows by both commercial and retail customers, changes in
business cash management practices by Bank customers, the relative pricing from wholesale funding
sources, and the Banks funding needs all contributed to the change in deposit balances. The Bank
projects to increase its transaction accounts and other deposits through the expansion of its
branch network, as well as by offering value-added NOW and demand deposit products, and selective
rate premiums on its interest-bearing deposits.
FEDERAL FUNDS PURCHASED and FEDERAL HOME LOAN BANK ADVANCES. Federal funds purchased decreased by
$8.3 million from December 31, 2008 to September 30, 2009, but were largely replaced by the $5.0
million increase in FHLB of Atlanta advances.
COMPANY-OBLIGATED MANDATORILY REDEEMABLE CAPITAL SECURITIES OF SUBSIDIARY TRUST (capital
securities). On September 21, 2006, the Company established a subsidiary trust that issued $4.0
million of capital securities as part of a pooled trust preferred security offering with other
financial institutions. The
Company used the offering proceeds for the purposes of expansion and the repurchase of additional
shares of its common stock. Under applicable regulatory guidelines, the capital securities are
treated as Tier 1 capital for purposes of the Federal Reserves capital guidelines for bank holding
companies, as long as the capital securities and all other cumulative preferred securities of the
Company together do not exceed 25% of Tier 1 capital.
Simultaneously, the trust used the proceeds of that sale to purchase $4.0 million principal amount
of the Companys Floating Rate Junior Subordinated Deferrable Interest Debentures due 2036. Both
the capital securities and the subordinated debentures are callable at any time after five years
from the issue date. The subordinated debentures are an unsecured obligation of the Company and
are junior in right of payment to all present and future senior indebtedness of the Company. The
capital securities are guaranteed by the Company on a subordinated basis.
34
ASSET QUALITY
Non-performing assets, in most cases, consist of loans and corporate bonds that are 90 days or more
past due and for which the accrual of interest has been discontinued. Management evaluates all
assets that are 90 days or more past due, as well as borrowers that have suffered financial
distress, to determine if they should be placed on non-accrual status. Factors considered by
management include the net realizable value of collateral, if any, and other resources of the
borrower that may be available to satisfy the delinquency.
Loans and corporate bonds are placed on non-accrual status when they have been specifically
determined to be impaired or when principal or interest is delinquent for 90 days or more, unless
the loans are well secured and in the process of collection. Any unpaid interest previously accrued
is reversed from income. Interest income generally is not recognized on specific impaired loans
unless the likelihood of further loss is remote. Interest payments received on such loans are
applied as a reduction of the loan principal balance. Interest income on other non-accrual loans is
recognized only to the extent of interest payments received.
Non-performing assets totaled $7.1 million or 1.29% of total assets at September 30, 2009, compared
with $4.3 million or 0.81% of total assets at December 31, 2008, and $4.6 million or 0.92% of total
assets at September 30, 2008. Included within non-performing assets at September 30, 2009 are two
pooled trust-preferred corporate bonds totaling $634,326. Further discussion about these two bonds
can be found in Note 2. Securities.
Non-performing loans and repossessed assets totaled $6.4 million or 1.39% of total loans and
repossessed assets at September 30, 2009, compared with $4.3 million or 0.97% of total loans and
repossessed assets at December 31, 2008, and $4.6 million or 1.07% of total loans and repossessed
assets at September 30, 2008.
Total loans past due 90 days or more and still accruing interest were $448,000 at September 30,
2009, and $102,000 and $1,000 on December 31, 2008 and September 30, 2008, respectively. There are
no loans, other than those disclosed above as either non-performing or impaired, where information
known about the borrower has caused management to have serious doubts about the borrowers ability
to repay.
At September 30, 2009, there are no other interest-bearing assets that would be subject to
disclosure as either non-performing or impaired.
At September 30, 2009, no concentration of loans to commercial borrowers engaged in similar
activities exceeded 10% of total loans. The largest industry concentration at September 30, 2009
was approximately 5.1% of loans to the hospitality industry (hotels, motels, inns, etc.). For more
information regarding the Banks concentration of loans collateralized by real estate, please refer
to the discussion under Risk Factors in Item 1A of the Companys Annual Report on Form 10-K for
the year ended December 31, 2008 entitled We have a high concentration of loans secured by real
estate and a downturn in the real estate market, for any reason, may increase our credit losses,
which would negatively affect our financial results.
Based on recently enacted regulatory guidelines, the Bank is now required to monitor the commercial
investment real estate loan portfolio for: (a) concentrations above 100% of Tier 1 capital and loan
loss reserve for construction and land loans and (b) 300% for permanent investor real estate loans.
As of September 30, 2009, construction and land loans were $39.1 million or 68.7% of the
concentration limit. Commercial real estate loans, including construction and land loans, were
$125.6 million or 220.6% of the concentration level.
The allowance for loan losses as a percentage of total loans increased from 1.08% at December 31,
2008 to 1.13% at September 30, 2009 reflecting the increase in non-accrual loans and changes in the
local economy, particularly the increase in the unemployment rate in Fauquier County, which
increased from an average of 3.5% for 2008 to 5.5% for the second quarter of 2009.
Potential Problem Loans: For additional information regarding non-performing assets and potential
loan problems, see Allowance for Loan Losses in Note 4 of the Notes to Consolidated Financial
Statements contained herein.
35
CONTRACTUAL OBLIGATIONS
During March 2008, the Bank sold its Route 29 Warrenton branch building and land as part of an
exchange of real estate properties. The property the Bank received, also on Route 29 in Warrenton,
Virginia, will be the future site of a larger, more conveniently located branch building. During
the time-period of construction of the new branch site, the Bank will rent the existing Route 29
Warrenton branch building for approximately $180,000 on an annualized basis.
During June 2009, the Company and Bank changed its third-party vendor providing core data
processing services. There is no material change projected for data processing expense as result of
this change in vendors for the remainder 2009.
As of September 30, 2009, there have been no other material changes outside the ordinary course of
business to the contractual obligations disclosed in Managements Discussion and Analysis in the
Companys Annual Report on Form 10-K for the year ended December 31, 2008.
OFF-BALANCE SHEET ARRANGEMENTS
As of September 30, 2009, there have been no material changes to the off-balance sheet arrangements
disclosed in Managements Discussion and Analysis of Financial Condition and results of
Operations in the Companys Annual Report on Form 10-K for the year ended December 31, 2008.
CAPITAL
The Company and the Bank are subject to various regulatory capital requirements administered by
banking agencies. Failure to meet minimum capital requirements can trigger certain mandatory and
discretionary actions by regulators that could have a direct material effect on the Companys
financial statements. Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Company and the Bank must meet specific capital guidelines that involve
quantitative measures of their assets, liabilities, and certain off-balance sheet items as
calculated under regulatory accounting practices. The Companys and the Banks capital amounts and
classifications are also subject to qualitative judgments by the regulators about components, risk
weightings and other factors. Quantitative measures established by regulation to ensure capital
adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the
table below) of Total and Tier I Capital (as defined in the regulations) to risk-weighted assets
(as defined in the regulations), and of Tier I Capital to average assets (as defined in the
regulations). Management believes, as of September 30, 2009, that the Company and the Bank more
than satisfy all capital adequacy requirements to which they are subject.
At September 30, 2009 and December 31, 2008, the Company exceeded its regulatory capital ratios, as
set forth in the following table:
RISK BASED CAPITAL RATIOS
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
Tier 1 Capital: |
|
|
|
|
|
|
|
|
Shareholders Equity |
|
$ |
42,601 |
|
|
$ |
41,488 |
|
Plus: Unrealized loss on securities
available for sale/FAS 158, net |
|
|
1,865 |
|
|
|
2,217 |
|
Less: Unrealized loss on equity securities, net |
|
|
|
|
|
|
(13 |
) |
Plus: Company-obligated madatorily
redeemable capital securities |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
|
|
|
|
|
Total Tier 1 Capital |
|
|
48,466 |
|
|
|
47,692 |
|
|
|
|
|
|
|
|
|
|
Tier 2 Capital: |
|
|
|
|
|
|
|
|
Allowable Allowance for Loan Losses |
|
|
5,221 |
|
|
|
4,780 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital: |
|
|
53,687 |
|
|
|
52,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Weighted Assets: |
|
$ |
448,587 |
|
|
$ |
416,265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regulatory Capital Ratios: |
|
|
|
|
|
|
|
|
Leverage Ratio |
|
|
9.00 |
% |
|
|
9.37 |
% |
Tier 1 to Risk Weighted Assets |
|
|
10.80 |
% |
|
|
11.38 |
% |
Total Capital to Risk Weighted Assets |
|
|
11.97 |
% |
|
|
12.52 |
% |
36
CAPITAL RESOURCES AND LIQUIDITY
Shareholders equity totaled $42.6 million at September 30, 2009 compared with $41.5 million at
December 31, 2008 and $40.6 million at September 30, 2008. The amount of equity reflects
managements desire to increase shareholders return on equity while maintaining a strong capital
base. The Company initiated an open market stock buyback program in 1998, through which it
repurchased no shares and 7,332 shares of stock during the first nine months of 2009 and 2008,
respectively.
Accumulated other comprehensive income/loss decreased to an unrealized loss net of tax benefit of
$1.8 million at September 30, 2009 compared with $2.2 million at December 31, 2008. The decline in
the accumulated other comprehensive loss was attributable to the increase in the unrealized loss on
investment securities held available for sale, primarily the unrealized loss on the Banks
investment in pooled trust preferred securities.
As discussed above under Company-obligated Mandatorily Redeemable Capital Securities of Subsidiary
Trust, in 2006, the Company established a subsidiary trust that issued $4.0 million of capital
securities as part of a separate pooled trust preferred security offering with other financial
institutions. Under applicable regulatory guidelines, the capital securities are treated as Tier 1
capital for purposes of the Federal Reserves capital guidelines for bank holding companies, as
long as the capital securities and all other cumulative preferred securities of the Company
together do not exceed 25% of Tier 1 capital. As discussed above under Capital, banking
regulations have established minimum capital requirements for financial institutions, including
risk-based capital ratios and leverage ratios. As of September 30, 2009, the appropriate regulatory
authorities have categorized the Company and the Bank as well capitalized.
The primary sources of funds are deposits, repayment of loans, maturities of investments, funds
provided from operations, federal funds lines of credit with the Federal Reserve Bank of Richmond
and other banks, and advances from the FHLB of Atlanta. While scheduled repayments of loans and
maturities of investment securities are predictable sources of funds, deposit flows and loan
repayments are greatly influenced by the general level of interest rates, economic conditions and
competition. The Bank uses its sources of funds to fund existing and future loan commitments, to
fund maturing certificates of deposit and demand deposit withdrawals, to invest in other
interest-earning assets, to maintain liquidity, and to meet operating expenses. Management monitors
projected liquidity needs and determines the desirable funding level based in part on the Banks
commitments to make loans and managements assessment of the Banks ability to generate funds.
Management is not aware of any market or
institutional trends, events or uncertainties that are expected to have a material effect on the
liquidity, capital resources or operations of the Company or the Bank. Nor is management aware of
any current recommendations by regulatory authorities that would have a material effect on
liquidity, capital resources or operations. The Banks internal sources of such liquidity are
deposits, loan and investment repayments, and securities available for sale. The Banks primary
external sources of liquidity are federal funds lines of credit with the Federal Reserve Bank of
Richmond and other banks and advances from the FHLB of Atlanta.
Cash and amounts due from depository institutions, interest-bearing deposits in other banks, and
federal funds sold totaled $20.4 million at September 30, 2009 compared with $11.0 million at
December 31, 2008. These assets provide a primary source of liquidity for the Bank. In addition,
management has designated the entire investment portfolio as available of sale, of which
approximately $12.6 million was unpledged and readily salable at September 30, 2009. Furthermore,
the Bank has an available line of credit with the FHLB of Atlanta with a borrowing limit of
approximately $94.0 million at September 30, 2009 to provide additional sources of liquidity, as
well as available federal funds purchased lines of credit with the Federal Reserve and various
other commercial banks totaling approximately $74.8 million. At September 30, 2009, $50.0 million
of the FHLB of Atlanta line of credit and $10.0 million of federal funds purchased lines of credit
were in use.
Management is not aware of any market or institutional trends, events or uncertainties that are
expected to have a material effect on the liquidity, capital resources or operation of the Company
or the Bank. Nor is management aware of any current recommendations by regulatory authorities that
would have a material effect on liquidity, capital resources or operations.
37
The following table sets forth information relating to the Companys sources of liquidity and the
outstanding commitments for use of liquidity at September 30, 2009 and December 31, 2008. The
liquidity coverage ratio is derived by dividing the total sources of liquidity by the outstanding
commitments for use of liquidity.
LIQUIDITY SOURCES AND USES
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009 |
|
|
December 31, 2008 |
|
|
|
Total |
|
|
In Use |
|
|
Available |
|
|
Total |
|
|
In Use |
|
|
Available |
|
Sources: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds borrowing lines of credit |
|
$ |
74,840 |
|
|
$ |
10,000 |
|
|
$ |
64,840 |
|
|
$ |
88,195 |
|
|
$ |
18,275 |
|
|
$ |
69,920 |
|
Federal Home Loan Bank advances |
|
|
94,027 |
|
|
|
50,000 |
|
|
|
44,027 |
|
|
|
115,214 |
|
|
|
45,000 |
|
|
|
70,214 |
|
Federal funds sold |
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities, available for sale and
unpledged
at fair value |
|
|
|
|
|
|
|
|
|
|
12,638 |
|
|
|
|
|
|
|
|
|
|
|
8,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term funding sources |
|
|
|
|
|
|
|
|
|
$ |
111,515 |
|
|
|
|
|
|
|
|
|
|
$ |
148,562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Uses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded loan commitments and
lending lines of credit |
|
|
|
|
|
|
|
|
|
$ |
81,850 |
|
|
|
|
|
|
|
|
|
|
$ |
74,023 |
|
Letters of credit |
|
|
|
|
|
|
|
|
|
|
9,281 |
|
|
|
|
|
|
|
|
|
|
|
5,366 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total potential short-term funding uses |
|
|
|
|
|
|
|
|
|
$ |
91,131 |
|
|
|
|
|
|
|
|
|
|
$ |
79,389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of short-term funding sources to
potential short-term funding uses |
|
|
|
|
|
|
|
|
|
|
122.4 |
% |
|
|
|
|
|
|
|
|
|
|
187.1 |
% |
In addition to the outstanding commitments for use of liquidity displayed in the table above, the
Bank will be utilizing approximately $1.5 million over the next six to twelve months to complete
the building of a new branch office in Haymarket, as well as move and expand its ViewTree branch
office.
IMPACT OF INFLATION AND CHANGING PRICES
The consolidated financial statements and the accompanying notes presented elsewhere in this
document have been prepared in accordance with accounting principles generally accepted in the
United States of America, which require the measurement of financial position and operating results
in terms of historical dollars without considering the change in the relative purchasing power of
money over time and due to inflation. Unlike most industrial companies, virtually all the assets
and liabilities of the Company and the Bank are monetary in nature. The impact of inflation is
reflected in the increased cost of operations. As a result, interest rates have a greater impact on
our performance than inflation does. Interest rates do not necessarily move in the same direction
or to the same extent as the prices of goods and services.
CHANGES IN ACCOUNTING PRINCIPLES
In September 2006, the Emerging Issues Task Force (EITF) issued EITF 06-4, Accounting for
Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance
Arrangements. This consensus concludes that for a split-dollar life insurance arrangement within
the scope of this Issue, an employer should recognize a liability for future benefits in accordance
with SFAS 106 (if, in substance, a postretirement benefit plan exists) or Accounting Principles
Board (APB) Opinion No. 12 (if the arrangement is, in substance, an
38
individual deferred
compensation contract) based on the substantive agreement with the employee. The consensus is
effective for fiscal years beginning after December 15, 2007, with early application permitted.
The effect that EITF 06-4 had on the Companys consolidated financial statement of condition for
September 30, 2008 was a reduction in retained earnings of $12,000 and an increase in accrued
benefit liabilities of $19,000.
In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 158,
Employers Accounting for Defined Benefit Pension and Other Postretirement Plans an amendment of
FASB Statements No. 87, 88, 106, and 132(R) (SFAS 158). This Statement requires that employers
measure plan assets and obligations as of the balance sheet date. This requirement is effective
for fiscal years ending after December 15, 2008. The other provisions of SFAS 158 were implemented
by the Company as of December 31, 2006. The effect that this provision of SFAS 158 had on the
Companys consolidated financial statement of condition for September 30, 2009 was a reduction in
retained earnings of $24,000 and an increase in accrued benefit liabilities of $37,000.
RECENT ACCOUNTING PROUNCEMENTS
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), Business
Combinations (SFAS 141(R)) (ASC 805 Business Combinations). The Standard significantly changed the
financial accounting and reporting of business combination transactions. SFAS 141(R) establishes
principles for how an acquirer recognizes and measures the identifiable assets acquired,
liabilities assumed, and any noncontrolling interest in the acquiree; recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase; and determines
what information to disclose to enable users of the financial statements to evaluate the nature and
financial effects of the business combination. SFAS 141(R) is effective for acquisition dates on
or after the beginning of an entitys first year that begins after December 15, 2008. The Company
does not expect the implementation of SFAS 141(R) to have a material impact on its (consolidated)
financial statements, at this time.
In April 2009, the FASB issued FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from Contingencies (ASC 805 Business Combinations).
FSP FAS 141(R)-1 amends and clarifies SFAS 141(R) to address application issues on initial
recognition and measurement, subsequent
measurement and accounting, and disclosure of assets and liabilities arising from contingencies in
a business combination. The FSP is effective for assets and liabilities arising from contingencies
in business combinations for which the acquisition date is on or after the beginning of the first
annual reporting period beginning on or after December 15, 2008. The Company does not expect the
adoption of FSP FAS 141(R)-1 to have a material impact on its (consolidated) financial statements.
In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That
Are Not Orderly (ASC 820 Fair Value Measurements and Disclosures). FSP FAS 157-4 provides
additional guidance for estimating fair value in accordance with SFAS 157 when the volume and level
of activity for the asset or liability have significantly decreased. The FSP also includes
guidance on identifying circumstances that indicate a transaction is not orderly. FSP FAS 157-4 is
effective for interim and annual periods ending after June 15, 2009, and shall be applied
prospectively. Earlier adoption is permitted for periods ending after March 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 to have a material impact on its (consolidated)
financial statements.
39
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for
Transfers of Financial Assets an amendment of FASB Statement No. 140 (ASC 860 Transfers and
Servicing). SFAS 166 provides guidance to improve the relevance, representational faithfulness,
and comparability of the information that a report entity provides in its financial statements
about a transfer of financial assets; the effects of a transfer on its financial position,
financial performance, and cash flows; and a transferors continuing involvement, if any, in
transferred financial assets. SFAS 166 is effective for interim and annual periods ending after
November 15, 2009. The Company does not expect the adoption of SFAS 166 to have a material
impact on its (consolidated) financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, Amendments to
FASB Interpretation No. 46(R) (ASC 810 Consolidation). SFAS 167 improves financial reporting by
enterprises involved with variable interest entities. SFAS 167 is effective for interim and annual
periods ending after November 15, 2009. Early adoption is prohibited. The Company does not expect
the adoption of SFAS 167 to have a material impact on its (consolidated) financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles
replacement of FASB Statement No. 162 (ASC 105 Generally Accepted Accounting Principles). SFAS
168 establishes the FASB Accounting Standards Codification which will become the source of
authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be
applied by nongovernmental entities. SFAS 168 is effective immediately. The Company does not
expect the adoption of SFAS 168 to have a material impact on its (consolidated) financial
statements.
In August 2009, the FASB issued Accounting Standards Update No. 2009-05 (ASU 2009-05), Fair Value
Measurements and Disclosures (Topic 820) Measuring Liabilities at Fair Value. ASU 2009-05 amends
Subtopic 820-10, Fair Value Measurements and Disclosures Overall, and provides clarification
for the fair value
40
measurement of liabilities. ASU 2009-05 is effective for the first reporting
period including interim period beginning after issuance. The Company does not expect the adoption
of ASU 2009-05 to have a material impact on its (consolidated) financial statements.
In September 2009, the FASB issued Accounting Standards Update No. 2009-12 (ASU 2009-12), Fair
Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net
Asset Value per Share (or Its Equivalent). ASU 2009-12 provides guidance on estimating the fair
value of alternative investments. ASU 2009-12 is effective for interim and annual periods ending
after December 15, 2009. The Company does not expect the adoption of ASU 2009-12 to have a material
impact on its (consolidated) financial statements.
In October 2009, the FASB issued Accounting Standards Update No. 2009-15 (ASU 2009-15), Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other
Financing. ASU 2009-15 amends Subtopic 470-20 to expand accounting and reporting guidance for
own-share lending arrangements issued in contemplation of convertible debt issuance. ASU 2009-15 is
effective for fiscal years beginning on or after December 15, 2009 and interim periods within those
fiscal years for arrangements outstanding as of the beginning of those fiscal years. The Company
does not expect the adoption of ASU 2009-15 to have a material impact on its (consolidated)
financial statements.
In October 2009, the Securities and Exchange Commission issued Release No. 33-99072, Internal
Control over Financial Reporting in Exchange Act Periodic Reports of Non-Accelerated Filers.
Release No. 33-99072 delays the requirement for non-accelerated filers to include an attestation
report of their independent auditor on internal control over financial reporting with their annual
report until the fiscal year ending on or after June 15, 2010.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
An important component of both earnings performance and liquidity is management of interest rate
sensitivity. Interest rate sensitivity reflects the potential effect on net interest income and
economic value of equity from a
change in market interest rates. The Bank is subject to interest rate sensitivity to the degree
that its interest-earning assets mature or reprice at different time intervals than its
interest-bearing liabilities. However, the Company is not subject to the other major categories of
market risk such as foreign currency exchange rate risk or commodity price risk. The Bank uses a
number of tools to manage its interest rate risk, including simulating net interest income under
various scenarios, monitoring the present value change in equity under the same scenarios, and
monitoring the difference or gap between rate sensitive assets and rate sensitive liabilities over
various time periods. Management believes that rate risk is best measured by simulation modeling.
There have been no material changes to the quantitative and qualitative disclosures made in the
Companys Annual Report on Form 10-K for the year ended December 31, 2008.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to provide assurance
that the information required to be disclosed in the reports filed or submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time
periods required by the Securities and Exchange Commission. An evaluation of the effectiveness of
the design and operations of the Companys disclosure controls and procedures at the end of the
period covered by this report was carried out under the supervision and with the participation of
the management of Fauquier Bankshares, Inc., including the Chief Executive Officer and the Chief
Financial Officer. Based on such an evaluation, the Chief Executive Officer and the Chief Financial
Officer concluded the Companys disclosure controls and procedures were effective as of the end of
such period.
As of September 30, 2009, management has assessed the effectiveness of the internal control over
financial reporting based on the criteria for effective internal control over financial reporting
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on the assessment, management determined that it
maintained effective internal control over the financial reporting as of September 30, 2009, based
on those criteria, and the Companys Chief Executive Officer and Chief Financial Officer can
provide reasonable assurance regarding the reliability of financial reporting and the preparation
of
41
financial statements for external purposes in accordance with generally accepted accounting
principles in the United States of America.
Smith Elliott Kearns & Company, LLC, the independent registered public accounting firm that audited
the Companys consolidated financial statements included in the Companys Annual Report on 10-K for
the year ended December 31, 2008, has issued an attestation report on the effectiveness of
Managements internal control over reporting as of December 31, 2008. The report, which states an
unqualified opinion on the effectiveness of Managements internal control over financial reporting
as of December 31, 2008, is incorporated by reference in the Companys Annual Report on 10-K for
the year ended December 31, 2008 in Item 8 under the heading Report of Independent Public
Accounting Firm.
No changes were made in managements internal control over financial reporting during the quarter
ended September 30, 2009 that have materially affected, or that are reasonably likely to materially
affect, managements internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no pending or threatened legal proceedings to which the Company or the Bank is a party or
to which the property of either the Company or the Bank is subject to that, in the opinion of
management, may materially impact the financial condition of either the Company or the Bank.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors faced by the Company from those disclosed
in Companys Annual Report on Form 10-K for the year ended December 31, 2008.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None. On January 15, 2009, the Board authorized the Company to repurchase up to 106,929 shares (3%
of common stock outstanding on January 1, 2009) beginning January 1, 2009. No shares were
repurchased during the nine months ended September 30, 2009.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
|
|
|
Exhibit |
|
Exhibit |
Number |
|
Description |
11
|
|
Refer to Part I, Item 1, Note 6 to the Consolidated Financial Statements. |
|
|
|
31.1
|
|
Certification of CEO pursuant to Rule 13a-14(a). |
|
|
|
31.2
|
|
Certification of CFO pursuant to Rule 13a-14(a). |
42
|
|
|
Exhibit |
|
Exhibit |
Number |
|
Description |
32.1
|
|
Certification of CEO pursuant to 18 U.S.C. Section 1350. |
|
|
|
32.2
|
|
Certification of CFO pursuant to 18 U.S.C. Section 1350. |
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.
|
|
|
FAUQUIER BANKSHARES, INC.
(Registrant) |
|
|
|
|
|
/s/ Randy K. Ferrell |
|
|
|
|
|
Randy K. Ferrell |
|
|
President & Chief Executive Officer
|
|
|
Dated: November 9, 2009 |
|
|
|
|
|
/s/ Eric P. Graap |
|
|
|
|
|
Eric P. Graap |
|
|
Executive Vice President & Chief Financial Officer |
|
|
Dated: November 9, 2009 |
|
|
43