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 March 31, 2008
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 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
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Accelerated filer
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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 3,572,138 shares of common stock outstanding as of May 5, 2008.
FAUQUIER BANKSHARES, INC.
INDEX
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Page |
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Part I. FINANCIAL INFORMATION |
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3 |
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Item 1. Financial Statements |
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3 |
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Consolidated Balance Sheets as of March 31, 2008 (unaudited) and December 31, 2007 |
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3 |
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Consolidated Statements of Income (unaudited) for the Three Months Ended March 31, 2008 and
2007 |
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4 |
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Consolidated Statements of Changes in Shareholders Equity (unaudited) for the Three Months
Ended March 31, 2008 and 2007 |
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5 |
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Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2008
and 2007 |
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6 |
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Notes to Consolidated Financial Statements |
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7 |
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
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14 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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28 |
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Item 4. Controls and Procedures |
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28 |
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Part II. OTHER INFORMATION |
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29 |
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Item 1. Legal Proceedings |
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29 |
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Item 1A. Risk Factors |
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29 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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29 |
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Item 3. Defaults Upon Senior Securities |
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30 |
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Item 4. Submission of Matters to a Vote of Security Holders |
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30 |
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Item 5. Other Information |
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30 |
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Item 6. Exhibits |
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31 |
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SIGNATURES |
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32 |
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2
Part I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Fauquier Bankshares, Inc. and Subsidiaries
Consolidated Balance Sheets
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March 31, |
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December 31, |
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2008 |
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2007 |
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Assets |
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Cash and due from banks |
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$ |
13,896,065 |
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$ |
16,708,922 |
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Interest-bearing deposits in other banks |
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927,538 |
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823,252 |
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Federal funds sold |
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2,020,000 |
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Securities available for sale |
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38,933,766 |
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37,376,725 |
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Loans, net of allowance for loan losses of $4,195,964
in 2008 and $4,185,209 in 2007 |
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411,972,476 |
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409,107,482 |
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Bank premises and equipment, net |
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8,618,887 |
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7,180,369 |
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Accrued interest receivable |
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1,549,528 |
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1,748,546 |
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Other assets |
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14,594,512 |
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14,930,932 |
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Total assets |
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$ |
490,492,772 |
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$ |
489,896,228 |
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Liabilities and Shareholders Equity |
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Deposits: |
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Noninterest-bearing |
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63,332,308 |
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76,080,935 |
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Interest-bearing |
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326,774,501 |
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328,477,988 |
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Total deposits |
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390,106,809 |
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404,558,923 |
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Federal funds purchased |
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5,000,000 |
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Federal Home Loan Bank advances |
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45,000,000 |
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35,000,000 |
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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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3,807,878 |
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4,385,553 |
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Commitments and Contingencies |
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Total liabilities |
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448,038,687 |
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448,068,476 |
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Shareholders Equity |
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Common stock, par value, $3.13; authorized 8,000,000
shares: issued and outstanding, 2008: 3,572,728 shares
(includes nonvested shares of 40,555); 2007: 3,537,354
shares (includes nonvested shares of 31,190) |
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11,055,702 |
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10,974,293 |
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Retained earnings |
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32,008,085 |
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31,626,627 |
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Accumulated other comprehensive income (loss), net |
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(609,702 |
) |
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(773,168 |
) |
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Total shareholders equity |
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42,454,085 |
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41,827,752 |
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Total liabilities and shareholders equity |
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$ |
490,492,772 |
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$ |
489,896,228 |
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See accompanying Notes to Consolidated Financial Statements.
3
Fauquier Bankshares, Inc. and Subsidiaries
Consolidated Statements of Income
For the Three Months in the Period Ended March 31,
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2008 |
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2007 |
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Interest Income |
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Interest and fees on loans |
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$ |
6,798,599 |
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$ |
7,278,505 |
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Interest and dividends on securities available for sale: |
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Taxable interest income |
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327,506 |
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372,005 |
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Interest income exempt from federal income taxes |
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58,224 |
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13,197 |
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Dividends |
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53,002 |
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50,497 |
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Interest on federal funds sold |
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28,841 |
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42,600 |
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Interest on deposits in other banks |
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8,058 |
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4,790 |
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Total interest income |
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7,274,230 |
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7,761,594 |
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Interest Expense |
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Interest on deposits |
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2,074,210 |
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2,418,627 |
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Interest on federal funds purchased |
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33,487 |
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86,843 |
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Interest on Federal Home Loan Bank advances |
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412,037 |
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524,948 |
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Distribution on capital securities of subsidiary trusts |
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64,242 |
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156,101 |
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Total interest expense |
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2,583,976 |
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3,186,519 |
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Net interest income |
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4,690,254 |
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4,575,075 |
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Provision for loan losses |
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456,000 |
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120,000 |
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Net interest income after
provision for loan losses |
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4,234,254 |
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4,455,075 |
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Other Income |
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Wealth management income |
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343,416 |
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338,873 |
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Service charges on deposit accounts |
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708,597 |
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659,791 |
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Other service charges, commissions and income |
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428,981 |
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424,138 |
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Gain on sale of securities |
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87,585 |
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Total other income |
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1,568,579 |
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1,422,802 |
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Other Expenses |
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Salaries and benefits |
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2,328,224 |
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2,348,233 |
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Net occupancy expense of premises |
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282,395 |
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268,106 |
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Furniture and equipment |
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286,507 |
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287,600 |
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Marketing expense |
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169,742 |
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120,401 |
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Consulting expense |
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280,681 |
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239,942 |
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Data processing expense |
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332,645 |
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299,681 |
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Other operating expenses |
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715,400 |
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625,216 |
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Total other expenses |
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4,395,594 |
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4,189,179 |
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Income before income taxes |
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1,407,239 |
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1,688,698 |
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Income tax expense |
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398,733 |
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516,218 |
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Net Income |
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$ |
1,008,506 |
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$ |
1,172,480 |
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Earnings per Share, basic |
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$ |
0.29 |
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$ |
0.33 |
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Earnings per Share, assuming dilution |
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$ |
0.28 |
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$ |
0.33 |
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Dividends per Share |
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$ |
0.20 |
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$ |
0.19 |
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See accompanying Notes to Consolidated Financial Statements.
4
Fauquier Bankshares, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders Equity
For the Three Months March 31, 2008 and 2007
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Accumulated |
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Other |
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Common |
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Retained |
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Comprehensive |
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Comprehensive |
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Stock |
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Earnings |
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Income (Loss) |
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Income |
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Total |
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Balance, December 31, 2006 as restated |
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$ |
10,789,521 |
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$ |
28,962,409 |
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$ |
(1,217,318 |
) |
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$ |
38,534,612 |
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Comprehensive income: |
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Net income |
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1,172,480 |
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$ |
1,172,480 |
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1,172,480 |
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Other comprehensive income net of tax: |
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Unrealized holding gains on securities available
for sale, net of deferred income taxes $55,318 |
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107,382 |
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107,382 |
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107,382 |
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Total comprehensive income |
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$ |
1,279,862 |
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Cash dividends ($.19 per share) |
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(671,751 |
) |
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(671,751 |
) |
Acquisition of 2,435 shares of common stock |
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(7,622 |
) |
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(54,505 |
) |
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(62,127 |
) |
Amortization of unearned compensation,
restricted stock awards |
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62,595 |
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62,595 |
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Issuance of common stock nonvested shares
(11,437 shares) |
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35,797 |
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(35,797 |
) |
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Exercise of stock options |
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178,942 |
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291,917 |
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470,859 |
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Balance, March 31, 2007 |
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$ |
10,996,638 |
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$ |
29,727,348 |
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$ |
(1,109,936 |
) |
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$ |
39,614,050 |
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Balance, December 31, 2007 |
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$ |
10,974,293 |
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$ |
31,626,627 |
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$ |
(773,168 |
) |
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$ |
41,827,752 |
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Comprehensive income: |
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|
1,008,506 |
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$ |
1,008,506 |
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|
1,008,506 |
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Net income |
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Other comprehensive income net of tax: |
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Unrealized holding gains on securities available
for sale, net of deferred income taxes $113,989 |
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|
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|
221,272 |
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221,272 |
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Less: reclassification adjustments, net of tax benefit
of $29,779 |
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(57,806 |
) |
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(57,806 |
) |
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Other comprehensive income net of tax of $84,210 |
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|
163,466 |
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|
163,466 |
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Total comprehensive income |
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1,171,972 |
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Effects of changing pension plan measurement date,
pursuant to FAS158, net of deferred income tax
benefit of $12,437 |
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(24,144 |
) |
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(24,144 |
) |
Initial implementation of EITF 06-4, net of
income tax benefit of $6,433 |
|
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|
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|
|
(12,487 |
) |
|
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|
|
|
|
|
|
|
|
(12,487 |
) |
Cash dividends ($.20 per share) |
|
|
|
|
|
|
(713,662 |
) |
|
|
|
|
|
|
|
|
|
|
(713,662 |
) |
Acquisition of 2,680 shares of common stock |
|
|
(8,388 |
) |
|
|
(37,515 |
) |
|
|
|
|
|
|
|
|
|
|
(45,903 |
) |
Amortization of unearned compensation,
restricted stock awards |
|
|
|
|
|
|
77,012 |
|
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|
77,012 |
|
Restricted stock forfeiture |
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|
|
(13,971 |
) |
|
|
|
|
|
|
|
|
|
|
(13,971 |
) |
Issuance of common stock nonvested
shares (9,763 shares) |
|
|
30,558 |
|
|
|
(30,558 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options |
|
|
59,239 |
|
|
|
128,277 |
|
|
|
|
|
|
|
|
|
|
|
187,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2008 |
|
$ |
11,055,702 |
|
|
$ |
32,008,085 |
|
|
$ |
(609,702 |
) |
|
|
|
|
|
$ |
42,454,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Consolidated Financial Statements.
5
Fauquier Bankshares, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2008 and 2007
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
Cash Flows from Operating Activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
1,008,506 |
|
|
$ |
1,172,480 |
|
Adjustments to reconcile net income to net
cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
234,083 |
|
|
|
259,195 |
|
Provision for loan losses |
|
|
456,000 |
|
|
|
120,000 |
|
Gain on sale of securities |
|
|
|
|
|
|
(87,585 |
) |
Amortization (accretion) of security premiums, net |
|
|
32,498 |
|
|
|
2,797 |
|
Amortization of unearned compensation, net of forfeiture |
|
|
63,041 |
|
|
|
62,595 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Decrease in other assets |
|
|
468,532 |
|
|
|
799,130 |
|
(Decrease) in other liabilities |
|
|
(633,176 |
) |
|
|
(455,285 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
1,541,899 |
|
|
|
1,960,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
1,057,190 |
|
|
|
987,117 |
|
Purchase of securities available for sale |
|
|
(10,996,072 |
) |
|
|
|
|
Purchase of premises and equipment |
|
|
(1,672,601 |
) |
|
|
(89,527 |
) |
(Purchase of) proceeds from sale of other bank stock |
|
|
(392,300 |
) |
|
|
563,500 |
|
Net (increase) decrease in loans |
|
|
(3,320,994 |
) |
|
|
4,497,470 |
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
(6,246,307 |
) |
|
|
5,958,560 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
|
|
Net (decrease) increase in demand deposits, NOW accounts
and savings accounts |
|
|
(12,977,334 |
) |
|
|
(691,634 |
) |
Net (decrease) increase in certificates of deposit |
|
|
(1,474,780 |
) |
|
|
(11,853,290 |
) |
Federal Home Loan Bank advances |
|
|
20,000,000 |
|
|
|
25,000,000 |
|
Federal Home Loan Bank principal repayments |
|
|
(10,000,000 |
) |
|
|
(37,000,000 |
) |
Purchase (repayment) of federal funds |
|
|
5,000,000 |
|
|
|
14,000,000 |
|
Repayment of trust preferred securities |
|
|
|
|
|
|
(4,124,000 |
) |
Cash dividends paid on common stock |
|
|
(713,662 |
) |
|
|
|
|
Issuance of common stock |
|
|
187,516 |
|
|
|
470,859 |
|
Acquisition of common stock |
|
|
(45,903 |
) |
|
|
(62,127 |
) |
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(24,163 |
) |
|
|
(14,260,192 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) in cash and cash equivalents |
|
|
(4,728,571 |
) |
|
|
(6,340,720 |
) |
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
Beginning |
|
|
19,552,174 |
|
|
|
41,679,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending |
|
$ |
14,823,603 |
|
|
$ |
35,338,935 |
|
|
|
|
|
|
|
|
Supplemental Disclosures of Cash Flow Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash payments for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
2,723,453 |
|
|
$ |
2,436,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Noncash Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) on securities available for sale, net
of tax effect |
|
$ |
163,466 |
|
|
$ |
107,382 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FAS 158 change in pension plan measurement dates,
net of tax effect |
|
$ |
(24,144 |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Implementation of EITF 06-4, net of tax effect |
|
$ |
(12,487 |
) |
|
$ |
|
|
|
|
|
|
|
|
|
See accompanying Notes to Consolidated Financial Statements.
6
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), Fauquier Statutory Trust I
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 March 31, 2008 and December 31, 2007 and the
results of operations for the three months ended March 31, 2008 and 2007. The notes included
herein should be read in conjunction with the consolidated financial statements and accompanying
notes included in the Companys 2007 Annual Report on Form 10-K filed with the Securities and
Exchange Commission.
The results of operations for the three months ended March 31, 2008 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
(Losses) |
|
|
Value |
|
|
|
|
Obligations of U.S.
Government corporations
and agencies |
|
$ |
23,992,633 |
|
|
$ |
406,765 |
|
|
$ |
|
|
|
$ |
24,399,398 |
|
Obligations of states and political
subdivisions |
|
|
5,294,158 |
|
|
|
148,223 |
|
|
|
(6,500 |
) |
|
|
5,435,881 |
|
Corporate Bonds |
|
|
6,000,000 |
|
|
|
|
|
|
|
(700,000 |
) |
|
|
5,300,000 |
|
Mutual Funds |
|
|
294,668 |
|
|
|
|
|
|
|
(3,901 |
) |
|
|
290,767 |
|
FHLMC Preferred Bank Stock |
|
|
441,000 |
|
|
|
|
|
|
|
(101,000 |
) |
|
|
340,000 |
|
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 |
|
The Bankers Bank Stock |
|
|
112,920 |
|
|
|
|
|
|
|
|
|
|
|
112,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
39,190,179 |
|
|
$ |
554,988 |
|
|
$ |
(811,401 |
) |
|
$ |
38,933,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
(Losses) |
|
|
Value |
|
|
|
|
Obligations of U.S.
Government corporations
and agencies |
|
$ |
23,080,415 |
|
|
$ |
30,014 |
|
|
$ |
(162,347 |
) |
|
$ |
22,948,082 |
|
Obligations of states and political
subdivisions |
|
|
5,293,965 |
|
|
|
82,166 |
|
|
|
(3,948 |
) |
|
|
5,372,183 |
|
Corporate Bonds |
|
|
6,000,000 |
|
|
|
|
|
|
|
(348,750 |
) |
|
|
5,651,250 |
|
Mutual Funds |
|
|
291,581 |
|
|
|
|
|
|
|
(5,791 |
) |
|
|
285,790 |
|
FHLMC Preferred Bank Stock |
|
|
441,000 |
|
|
|
|
|
|
|
(97,000 |
) |
|
|
344,000 |
|
Restricted investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Home Loan Bank Stock |
|
|
2,513,500 |
|
|
|
|
|
|
|
|
|
|
|
2,513,500 |
|
Federal Reserve Bank Stock |
|
|
99,000 |
|
|
|
|
|
|
|
|
|
|
|
99,000 |
|
Community Bankers Bank Stock |
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
The Bankers Bank Stock |
|
|
112,920 |
|
|
|
|
|
|
|
|
|
|
|
112,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
37,882,381 |
|
|
$ |
112,180 |
|
|
$ |
(617,836 |
) |
|
$ |
37,376,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
7
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
|
|
Amortized |
|
|
Fair |
|
|
|
Cost |
|
|
Value |
|
Due in one year or less |
|
$ |
27,237 |
|
|
$ |
27,401 |
|
Due after one year through five years |
|
|
1,242,618 |
|
|
|
1,253,025 |
|
Due after five years through ten years |
|
|
4,706,196 |
|
|
|
4,779,688 |
|
Due after ten years |
|
|
29,310,740 |
|
|
|
29,075,165 |
|
Equity securities |
|
|
3,903,388 |
|
|
|
3,798,487 |
|
|
|
|
|
|
|
|
|
|
$ |
39,190,179 |
|
|
$ |
38,933,766 |
|
|
|
|
|
|
|
|
For the quarter ended March 31, 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. There were no securities sold in the quarter ended March 31, 2007.
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 March 31, 2008 and December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 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 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of states and political
subdivisions |
|
|
403,739 |
|
|
|
(6,500 |
) |
|
|
|
|
|
|
|
|
|
|
403,739 |
|
|
|
(6,500 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Bonds |
|
|
3,532,500 |
|
|
|
(467,500 |
) |
|
|
1,767,500 |
|
|
|
(232,500 |
) |
|
|
5,300,000 |
|
|
|
(700,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal, debt securities |
|
|
3,936,239 |
|
|
|
(474,000 |
) |
|
|
1,767,500 |
|
|
|
(232,500 |
) |
|
|
5,703,739 |
|
|
|
(706,500 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds |
|
|
|
|
|
|
|
|
|
|
290,767 |
|
|
|
(3,901 |
) |
|
|
290,767 |
|
|
|
(3,901 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLMC Preferred Bank Stock |
|
|
340,000 |
|
|
|
(101,000 |
) |
|
|
|
|
|
|
|
|
|
|
340,000 |
|
|
|
(101,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporary impaired securities |
|
$ |
4,276,239 |
|
|
$ |
(575,000 |
) |
|
$ |
2,058,267 |
|
|
$ |
(236,401 |
) |
|
$ |
6,334,506 |
|
|
$ |
(811,401 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007 |
|
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 |
|
$ |
|
|
|
$ |
|
|
|
$ |
17,798,157 |
|
|
$ |
(162,347 |
) |
|
$ |
17,798,157 |
|
|
$ |
(162,347 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of states and political
subdivisions |
|
|
899,333 |
|
|
|
(3,948 |
) |
|
|
|
|
|
|
|
|
|
|
899,333 |
|
|
|
(3,948 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Bonds |
|
|
3,770,000 |
|
|
|
(230,000 |
) |
|
|
1,881,250 |
|
|
|
(118,750 |
) |
|
|
5,651,250 |
|
|
|
(348,750 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal, debt securities |
|
|
4,669,333 |
|
|
|
(233,948 |
) |
|
|
19,679,407 |
|
|
|
(281,097 |
) |
|
|
24,348,740 |
|
|
|
(515,045 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds |
|
|
|
|
|
|
|
|
|
|
291,581 |
|
|
|
(5,791 |
) |
|
|
291,581 |
|
|
|
(5,791 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLMC Preferred Bank Stock |
|
|
344,000 |
|
|
|
(97,000 |
) |
|
|
|
|
|
|
|
|
|
|
344,000 |
|
|
|
(97,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporary impaired securities |
|
$ |
5,013,333 |
|
|
$ |
(330,948 |
) |
|
$ |
19,970,988 |
|
|
$ |
(286,888 |
) |
|
$ |
24,984,321 |
|
|
$ |
(617,836 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The nature of securities which are temporarily impaired for a continuous 12 month period or more
at March 31, 2008 can be segregated into two groups:
8
The first group consists of corporate bonds, rated A2 by Moodys, totaling $1.8 million with a
temporary loss of approximately $233,000. These bonds have an estimated maturity of 26 years,
but can be called at par on the five year anniversary, which will occur in 2008 and 2009. If
not called, the bonds reprice every three months at a fixed rate index above the three-month
London Interbank Offered Rate (LIBOR). The Company has the ability to hold these bonds to
maturity.
The second group consists of a Community Reinvestment Act qualified investment bond fund with a
temporary loss of approximately $4,000. The fund is a relatively small segment of the
portfolio and the Company plans to hold it indefinitely.
The carrying value of securities pledged to secure deposits and for other purposes amounted to
$6,396,941 and $13,565,758 at March 31, 2008 and December 31, 2007, respectively.
Note 3. Loans
A summary of the balances of loans follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(Thousands) |
|
Real estate loans: |
|
|
|
|
|
|
|
|
Construction |
|
$ |
37,770 |
|
|
$ |
37,204 |
|
Secured by farmland |
|
|
1,853 |
|
|
|
1,365 |
|
Secured by 1 - to - 4 family residential |
|
|
171,999 |
|
|
|
170,983 |
|
Other real estate loans |
|
|
134,143 |
|
|
|
132,918 |
|
Commercial and industrial loans (not secured by real estate) |
|
|
38,147 |
|
|
|
38,203 |
|
Consumer installment loans |
|
|
21,424 |
|
|
|
24,133 |
|
All other loans |
|
|
11,170 |
|
|
|
8,824 |
|
|
|
|
|
|
|
|
Total loans |
|
$ |
416,506 |
|
|
$ |
413,630 |
|
Unearned income |
|
|
(338 |
) |
|
|
(338 |
) |
Allowance for loan losses |
|
|
(4,196 |
) |
|
|
(4,185 |
) |
|
|
|
|
|
|
|
Net loans |
|
$ |
411,972 |
|
|
$ |
409,107 |
|
|
|
|
|
|
|
|
Note 4. Allowance for Loan Losses
Analysis of the allowance for loan losses follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Three Months |
|
|
Twelve Months |
|
|
|
Ended March 31, |
|
|
Ended March 31, |
|
|
Ended December |
|
|
|
2008 |
|
|
2007 |
|
|
31, 2007 |
|
Balance at beginning of year |
|
$ |
4,185,209 |
|
|
$ |
4,470,533 |
|
|
$ |
4,470,533 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan losses |
|
|
456,000 |
|
|
|
120,000 |
|
|
|
717,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries of loans previously charged-off |
|
|
23,382 |
|
|
|
7,707 |
|
|
|
60,616 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan losses charged-off |
|
|
(468,627 |
) |
|
|
(79,362 |
) |
|
|
(1,062,940 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
$ |
4,195,964 |
|
|
$ |
4,518,878 |
|
|
$ |
4,185,209 |
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
March 31, |
|
(Dollars in thousands) |
|
2008 |
|
|
2007 |
|
|
2007 |
|
Nonaccrual loans |
|
$ |
1,961 |
|
|
$ |
1,906 |
|
|
$ |
1,629 |
|
Restructured loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total nonperforming loans |
|
$ |
1,961 |
|
|
$ |
1,906 |
|
|
$ |
1,629 |
|
Foreclosed property |
|
|
64 |
|
|
|
222 |
|
|
|
135 |
|
|
|
|
|
|
|
|
|
|
|
Total nonperforming assets |
|
$ |
2,025 |
|
|
$ |
2,128 |
|
|
$ |
1,764 |
|
|
|
|
|
|
|
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
|
December 31, 2007 |
|
Impaired loans for which an allowance has been provided |
|
$ |
2,966,225 |
|
|
$ |
2,688,501 |
|
Impaired loans for which no allowance has been provided |
|
|
1,103,215 |
|
|
|
1,247,461 |
|
|
|
|
|
|
|
|
|
|
$ |
4,069,440 |
|
|
$ |
3,935,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance provided for impaired loans, included in the
allowance for loan losses |
|
$ |
1,351,098 |
|
|
$ |
1,392,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarter |
|
|
For the Year |
|
|
|
March 31, 2008 |
|
|
December 31, 2007 |
|
Average balance in impaired loans |
|
$ |
3,962,818 |
|
|
$ |
4,359,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income recognized on impaired loans |
|
$ |
34,119 |
|
|
$ |
261,257 |
|
|
|
|
|
|
|
|
Total loans past due 90 days or more and still accruing interest totaled $2.0 million, $770,000,
and $70,000 on March 31, 2008, December 31, 2007, and March 31, 2007, respectively. The $2.0
million past due 90 days or more and still accruing at March 31, 2008 consisted of two loans to
one borrower collateralized by property under contract for sale scheduled to close during the
second quarter of 2008. The proceeds from the sale are adequate to repay all outstanding
principal, interest and fees on the two loans.
The Company has adopted 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. FASB
Statement No. 114, 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. FASB Statement No. 114, 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 FASB Statement No. 114. 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.
10
Note 5. Company-Obligated Mandatorily Redeemable Capital Securities
On March 26, 2002, 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 (Trust I). The Company used the offering proceeds for the purposes of expansion and
the repurchase of additional shares of its common stock. The interest rate on the capital
security resets every three months at 3.60% above the then current three month LIBOR. Interest
is paid quarterly. 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.
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.
The purpose of the September 2006 Trust II issuance was to use the proceeds to redeem the
existing capital securities of Trust I on March 26, 2007. Because of changes in the market
pricing of capital securities from 2002 to 2006, the September 2006 issuance was priced 190
basis points less than that of the March 2002 issuance, and the repayment of the March 2002
issuance in March 2007 reduced the interest expense associated with the distribution on capital
securities of subsidiary trust by $76,000 annually. The Company redeemed all the existing
capital securities issued by Trust I on March 26, 2007.
Total capital securities at March 31, 2008 and 2007 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Three Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
March 31, 2008 |
|
|
March 31, 2007 |
|
|
|
|
|
|
|
Per Share |
|
|
|
|
|
|
Per Share |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
Basic earnings per share |
|
|
3,515,475 |
|
|
$ |
0.287 |
|
|
|
3,522,550 |
|
|
$ |
0.333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities, stock-based awards |
|
|
36,451 |
|
|
|
|
|
|
|
72,603 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,551,926 |
|
|
$ |
0.284 |
|
|
|
3,595,153 |
|
|
$ |
0.326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
Note 7. Stock-Based Compensation
The Company has a stock-based compensation plan. Effective January 1, 2006 the Company adopted
the provisions of Statement of Financial Accounting Standard (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 nonvested shares are accounted for 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, whereby, the restrictions on one-third
of the shares lapse on the anniversary of the date the restricted shares were awarded over the
next three years. Compensation expense for nonvested shares amounted to $63,041 and $62,595 for
the three months ended March 31, 2008 and 2007, respectively.
The Company did not grant options during the three months ended March 31, 2008 and 2007.
A summary of the status of the Omnibus Stock Ownership and Long-Term Incentive Plan and
Non-employee Director Stock Option Plan (the Plans) is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, 2008 |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Average |
|
|
|
Number of |
|
|
Exercise |
|
|
Intrinsic |
|
|
|
Shares |
|
|
Price |
|
|
Value (1) |
|
Outstanding at January 1 |
|
|
96,100 |
|
|
$ |
9.85 |
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(18,920 |
) |
|
|
9.91 |
|
|
|
|
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, |
|
|
77,180 |
|
|
$ |
9.84 |
|
|
$ |
630,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end of quarter |
|
|
77,180 |
|
|
$ |
9.84 |
|
|
$ |
630,150 |
|
|
|
|
|
|
|
|
|
|
|
|
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 March 31, 2008
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 March 31, 2008. This amount changes based on the
changes in the market value of the Companys stock. |
The total intrinsic value of options exercised during the three months ended March 31, 2008 and
2007 was $132,774 and $981,129, respectively.
A summary of the status of the Companys nonvested shares is presented below:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, 2008 |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
Number of |
|
|
Exercise |
|
|
|
Shares |
|
|
Price |
|
Nonvested at January 1, 2008 |
|
|
31,190 |
|
|
|
|
|
Granted |
|
|
19,692 |
|
|
$ |
17.70 |
|
Vested |
|
|
(9,769 |
) |
|
|
|
|
Forfeited, nonvested |
|
|
(276 |
) |
|
|
|
|
Forfeited, vested |
|
|
(282 |
) |
|
$ |
24.84 |
|
|
|
|
|
|
|
|
|
Novested at March 31, 2008 |
|
|
40,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2008, there was $570,206 of total unrecognized compensation cost related to
nonvested share-based compensation arrangements granted under the Plans. That cost is expected
to be recognized over an approximate period of three years.
12
Note 8. Employee Benefit Plan
The following table provides a reconciliation of the changes in the defined benefit pension
plans obligations for the three months ended March 31, 2008 and 2007.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
Service cost |
|
$ |
111,081 |
|
|
$ |
167,680 |
|
Interest cost |
|
|
77,352 |
|
|
|
100,343 |
|
Expected return on plan assets |
|
|
(149,050 |
) |
|
|
(111,378 |
) |
Amortization of transition (asset) |
|
|
(4,745 |
) |
|
|
1,942 |
|
Amortization of prior service cost |
|
|
1,942 |
|
|
|
(4,745 |
) |
Recognized net actuarial loss |
|
|
|
|
|
|
5,258 |
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
36,580 |
|
|
$ |
159,100 |
|
|
|
|
|
|
|
|
The Company previously disclosed in its financial statements for the year ended December 31,
2007, that there were no contributions made to its pension plan in 2007. As of March 31, 2008,
the pension plan requires 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. Defined benefit
pension plan expenses are projected to decrease from $636,000 in 2007 to approximately $150,000
in 2008 and $0 in 2009 and going forward. Expenses for the 401(k) plan are projected to increase
from $134,000 in 2007 to approximately $140,000 in 2008 and 2009, and approximately $625,000 in
2010. Growth in 401(k) after 2010 is projected to increase approximately at the same rate of
increase as salaries.
13
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.
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 this report and the Companys Annual Report on Form 10-K for the year ended December
31, 2007.
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 3,572,728 shares of common stock, par value $3.13 per share, held by approximately 434
holders of record on March 31, 2008. The Bank has eight full service branch offices located in the
Virginia communities of Warrenton, Catlett, The Plains, Sudley Road-Manassas, Old Town-Manassas,
New Baltimore and Bealeton. 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 properties in
Haymarket, Virginia and Bristow, Virginia, where it plans to build its ninth and tenth full-service
branch offices, respectively, scheduled to open during 2009.
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 operates a Wealth Management Services (WMS) 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 equity ownership interests in
Bankers Insurance, LLC, a Virginia independent insurance company; Bankers Investments Group, LLC, a
full service broker/dealer; and Bankers Title Shenandoah, LLC, a title insurance company. Bankers
Insurance consists of a consortium of 38
Virginia community bank owners; Bankers Investments Group is owned by 34 Virginia and Maryland
community banks; and Bankers Title Shenandoah is owned by 10 Virginia community banks.
14
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-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 (SCC). 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
this report and the Companys Annual Report on Form 10-K for the year ended December 31, 2007.
As of March 31, 2008, the Company had total consolidated assets of $490.5 million, total loans net
of allowance for loan losses of $412.0 million, total consolidated deposits of $390.1 million, and
total consolidated shareholders equity of $42.5 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) Statement of Financial Accounting Standards (SFAS) No. 5, Accounting for Contingencies,
which requires that losses be accrued when they are probable of occurring and estimable, (ii) 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) 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.
15
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 $1.01 million for the first quarter of 2008 was a 14.0% decrease from the net income
for the first quarter of 2007 of $1.17 million. Loans, net of reserve, totaling $412.0 million at
March 31, 2008, increased 0.7% when compared with December 31, 2007, and increased 0.1% when
compared with March 31, 2007. Deposits decreased 3.6% compared with year-end 2007, and decreased
3.3% when compared with March 31, 2007. Assets under WMS management, totaling $291.2 million at
March 31, 2008, declined 1.1% from $294.5 million at March 31, 2007.
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, 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 in 2008 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 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. The specific nature of the Banks variability in net interest income due to
changes in interest rates, also known as interest rate risk, is to a large degree the result of the
Banks deposit base structure. During 2007, demand deposits, NOW, and savings deposits averaged
17%, 22%, and 8% of total average deposits, respectively, while the more interest-rate sensitive
Premium money market accounts, money market accounts, and certificates of deposit averaged 19%, 6%
and 28% of total average deposits, respectively.
The Bank continues to have strong credit quality as evidenced by non-performing assets totaling
$2.0 million or 0.49% of total loans at March 31, 2008, as compared with $2.1 million or 0.51% of
total loans at December 31, 2007, and $1.8 million or 0.42% of total loans at March 31, 2007. The
provision for loan losses was $456,000 for the first quarter of 2008 compared with $120,000 for the
first quarter of 2007. Loan chargeoffs, net of recoveries, totaled $445,000 or 0.11% of total loans
for the first three months of 2008, compared with $72,000 or 0.02% of total loans for the first
three months of 2007. The $336,000 or 280% increase in the provision for loan losses from first
quarter 2007 to first quarter 2008 was largely in response to the increase in net loan chargeoffs,
partially offset by
the continuation in the relatively low level of remaining non-performing loans over the last year,
as well as the small amount of growth in loans outstanding.
16
Management seeks to continue the expansion of its branch network. The Bank has leased properties in
Haymarket, Virginia and Bristow, Virginia, where it plans to build its ninth and tenth full-service
branch offices, respectively, both scheduled to open in 2009. 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.
NET INCOME
Net income was $1.01 million for the first quarter of 2008, a 14.0% decrease from the first quarter
of 2007 net income of $1.17 million. Earnings per share on a fully diluted basis were $0.28 in 2008
compared to $0.33 in 2007. Profitability as measured by return on average equity decreased from
12.01% in the first quarter of 2007 to 9.48% for the same period in 2008. Profitability as measured
by return on average assets decreased from 0.95% to 0.83% over the same respective quarters in 2007
and 2008. The decline in net income and the corresponding profitability measures was primarily due
to the increase in the provision for loan losses of $336,000 in the first quarter of 2008 compared
with the first quarter of 2007.
NET INTEREST INCOME AND EXPENSE
Net interest income increased $115,000 or 2.5% to $4.69 million for the quarter ended March 31,
2008 from $4.58 million for the quarter ended March 31, 2007. The increase in net interest income
was due to the Companys net interest margin increasing from 3.95% in the first quarter of 2007 to
4.15% in the first quarter of 2008, primarily due to the positively sloped yield curve during the
first quarter of 2008 compared with the flat and inverted yield curve during the first quarter of
2007. (A positively sloped yield curve is where the interest rate on longer-termed financial
instruments exceeds the interest rate on shorter-termed financial instruments, all other factors
being equal, while with an inverted yield curve, shorter-termed financial instruments have higher
interest rates than longer-termed financial instruments.) The benefit of the positively sloped
yield curve was partially offset by competitive pricing pressures. In addition, the impact of the
increasing net interest margin was partially offset by the impact of total average earning assets
decreasing from $465.8 million during the first quarter of 2007 to $453.3 million during the first
quarter of 2008. The percentage of average earning assets to total assets decreased to 92.8% for
the first quarter of 2008 from 93.4% for the first quarter of 2007.
The net interest margin pressure caused by the economic environment of a flat and inverted yield
curve proved to be challenging for the Bank during much of 2007. At June 30, 2004, just as the
Federal Reserves Federal Open Market Committee (the FMOC) began raising the federal funds rate,
the yield on a three month maturity treasury bond was 1.37% or 253 basis points below the 3.90%
yield on a five year treasury and 332 basis points below the 4.69% yield on a 10 year treasury. At
October 30, 2006, that yield had inverted to the point that a three month treasury was yielding
5.12%, while the five year and ten year treasury were yielding 4.74% and 4.77%, respectively. The
yield curve changed from a more than 250 basis point premium for a longer investment to a position
where there is no premium or, in fact, a discount. This presented funding and interest margin
management pressures, as a flat or inverted yield curve significantly increased competition for
deposits and their cost. While deposit costs rapidly increased, the lack of a similar movement in
longer-term rates limited the yield increase on fixed rate loans.
The economic environment changed direction during the fourth quarter of 2007, when the FMOC began
lowering the federal funds rate, and the shape of the yield curve became less flat and more
positively sloped. Through March 31, 2008, the FMOC has continued the reduction of the federal
funds rate. At March 31, 2008, the yield on a three month maturity treasury bond was 1.33% or 118
basis points below the 2.51% yield on a five year treasury and 214 basis points below the 3.47%
yield on a 10 year treasury. As a result, the Companys net interest margin improved from 3.95% for
the first quarter of 2007 to 4.16% for the fourth quarter of 2007, and 4.15% for the first quarter
of 2008.
Total interest income decreased $487,000 or 6.3% to $7.27 million for the first three months of
2008 from $7.76 million for the first three months of 2007. This decrease was primarily due to the
29 basis point decrease in the yield
on average assets from first quarter 2007 to first quarter 2008, as well as the decrease in total
average earning assets of $12.5 million or 2.7%.
17
The average yield on loans decreased to 6.61% for the first three months of 2008 compared with
6.96% for the first three months of 2007. Average loan balances decreased 2.5% from $421.3 million
during the first quarter of 2007 to $410.6 million during the first quarter of 2008. Together, this
resulted in a $480,000 or 6.6% decrease in interest and fee income from loans for the first quarter
of 2008 compared with the same period in 2007.
Average investment security balances decreased $1.9 million from $39.3 million in the first quarter
of 2007 to $37.4 million in the first quarter of 2008. The tax-equivalent average yield on
investments increased from 4.50% for the first quarter of 2007 to 5.02% for the first quarter of
2008. Together, there was an increase in interest and dividend income on security investments of
$3,000 or 0.7%, from $436,000 for the first three months of 2007 to $439,000 for the first three
months of 2008. Interest income on federal funds sold decreased $14,000 from the first quarter of
2007 to the first quarter of 2008, reflecting a decline in the average yield from 5.12% to 2.60%.
Total interest expense decreased $603,000 or 18.9% from $3.19 million for the first three months of
2007 to $2.58 million for the first quarter of 2008 primarily due to the overall decline in
shorter-term market interest rates. Interest paid on deposits decreased $344,000 or 14.2% from
$2.42 million for the first quarter of 2007 to $2.07 million for the first quarter of 2008. Average
Premium money market account balances increased $16.5 million from first quarter 2007 to first
quarter 2008, while their average rate decreased from 4.03% to 2.93% over the same period resulting
in a decrease of $33,000 of interest expense for the first quarter of 2008. Average time deposit
balances decreased $23.5 million from first quarter of 2007 to the first quarter of 2008 while the
average rate on time deposits decreased from 4.55% to 4.13% resulting in a decrease of $368,000 in
interest expense for the first quarter of 2008. Average NOW deposit balances increased $15.0
million from the first quarter of 2007 to the first quarter of 2008 while the average rate on NOW
accounts increased from 1.15% to 1.27% resulting in an additional $69,000 of interest expense for
the first quarter of 2008.
Interest expense on federal funds purchased decreased $53,000 for the first three months of 2008
when compared to the first three months of 2007 due to the $3.2 million decrease in average federal
funds purchased and the decline in the average fed funds rate from 5.61% to 4.36%. Interest expense
on FHLB of Atlanta advances decreased $113,000 from the first quarter of 2007 to the first quarter
of 2008 due to the decrease in the average rate paid on FHLB advances from 5.08% to 3.88%. The
average rate on total interest-bearing liabilities decreased from 3.38% for the first quarter of
2007 to 2.76% for the first quarter of 2008.
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.
18
AVERAGE BALANCES, INCOME AND EXPENSES, AND AVERAGE YIELDS AND RATES
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 Months Ended March 31, 2008 |
|
|
3 Months Ended March 31, 2007 |
|
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
|
Balances |
|
|
Expense |
|
|
Rate |
|
|
Balances |
|
|
Expense |
|
|
Rate |
|
ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable |
|
$ |
401,352 |
|
|
$ |
6,711 |
|
|
|
6.63 |
% |
|
$ |
411,798 |
|
|
$ |
7,185 |
|
|
|
6.99 |
% |
Tax-exempt (1) |
|
|
7,347 |
|
|
|
133 |
|
|
|
7.17 |
% |
|
|
7,849 |
|
|
|
141 |
|
|
|
7.18 |
% |
Nonaccrual (2) |
|
|
1,877 |
|
|
|
|
|
|
|
|
|
|
|
1,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans |
|
|
410,576 |
|
|
|
6,844 |
|
|
|
6.61 |
% |
|
|
421,281 |
|
|
|
7,326 |
|
|
|
6.96 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable |
|
|
31,927 |
|
|
|
381 |
|
|
|
4.77 |
% |
|
|
38,285 |
|
|
|
423 |
|
|
|
4.41 |
% |
Tax-exempt (1) |
|
|
5,447 |
|
|
|
88 |
|
|
|
6.48 |
% |
|
|
1,009 |
|
|
|
20 |
|
|
|
7.93 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities |
|
|
37,374 |
|
|
|
469 |
|
|
|
5.02 |
% |
|
|
39,294 |
|
|
|
443 |
|
|
|
4.50 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits in banks |
|
|
982 |
|
|
|
8 |
|
|
|
3.25 |
% |
|
|
1,888 |
|
|
|
5 |
|
|
|
1.01 |
% |
Federal funds sold |
|
|
4,389 |
|
|
|
29 |
|
|
|
2.60 |
% |
|
|
3,329 |
|
|
|
43 |
|
|
|
5.12 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning assets |
|
|
453,321 |
|
|
|
7,350 |
|
|
|
6.43 |
% |
|
|
465,792 |
|
|
|
7,817 |
|
|
|
6.72 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Reserve for loan losses |
|
|
(4,165 |
) |
|
|
|
|
|
|
|
|
|
|
(4,488 |
) |
|
|
|
|
|
|
|
|
Cash and due from banks |
|
|
15,542 |
|
|
|
|
|
|
|
|
|
|
|
14,377 |
|
|
|
|
|
|
|
|
|
Bank premises and equipment, net |
|
|
7,465 |
|
|
|
|
|
|
|
|
|
|
|
7,518 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
16,436 |
|
|
|
|
|
|
|
|
|
|
|
15,726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
488,599 |
|
|
|
|
|
|
|
|
|
|
$ |
498,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES &
SHAREHOLDERS EQUITY: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
$ |
66,716 |
|
|
|
|
|
|
|
|
|
|
$ |
74,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOW accounts |
|
|
85,597 |
|
|
|
270 |
|
|
|
1.27 |
% |
|
|
70,559 |
|
|
|
201 |
|
|
|
1.15 |
% |
Money market accounts |
|
|
24,581 |
|
|
|
89 |
|
|
|
1.45 |
% |
|
|
28,646 |
|
|
|
102 |
|
|
|
1.45 |
% |
Premium money market accounts |
|
|
74,592 |
|
|
|
543 |
|
|
|
2.93 |
% |
|
|
58,062 |
|
|
|
576 |
|
|
|
4.03 |
% |
Savings accounts |
|
|
30,442 |
|
|
|
34 |
|
|
|
0.45 |
% |
|
|
34,212 |
|
|
|
34 |
|
|
|
0.41 |
% |
Time deposits |
|
|
110,797 |
|
|
|
1,138 |
|
|
|
4.13 |
% |
|
|
134,258 |
|
|
|
1,506 |
|
|
|
4.55 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits |
|
|
326,009 |
|
|
|
2,074 |
|
|
|
2.56 |
% |
|
|
325,737 |
|
|
|
2,419 |
|
|
|
3.01 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased |
|
|
3,088 |
|
|
|
33 |
|
|
|
4.36 |
% |
|
|
6,276 |
|
|
|
87 |
|
|
|
5.61 |
% |
Federal Home Loan Bank advances |
|
|
42,018 |
|
|
|
412 |
|
|
|
3.88 |
% |
|
|
41,322 |
|
|
|
525 |
|
|
|
5.08 |
% |
Capital securities of subsidiary trust |
|
|
4,124 |
|
|
|
64 |
|
|
|
6.16 |
% |
|
|
8,156 |
|
|
|
156 |
|
|
|
7.66 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
|
375,239 |
|
|
|
2,583 |
|
|
|
2.76 |
% |
|
|
381,491 |
|
|
|
3,187 |
|
|
|
3.38 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
3,862 |
|
|
|
|
|
|
|
|
|
|
|
3,541 |
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
42,781 |
|
|
|
|
|
|
|
|
|
|
|
39,584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities & Shareholders Equity |
|
$ |
488,599 |
|
|
|
|
|
|
|
|
|
|
$ |
498,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest spread |
|
|
|
|
|
$ |
4,767 |
|
|
|
3.67 |
% |
|
|
|
|
|
$ |
4,630 |
|
|
|
3.34 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense as a percent of average earning assets |
|
|
|
|
|
|
2.28 |
% |
|
|
|
|
|
|
|
|
|
|
2.77 |
% |
Net interest margin |
|
|
|
|
|
|
|
|
|
|
4.15 |
% |
|
|
|
|
|
|
|
|
|
|
3.95 |
% |
|
|
|
(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. |
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.
19
RATE / VOLUME VARIANCE
(In Thousands)
Three Months Ended March 31, 2008 Compared to
Three Months March 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to |
|
|
Due to |
|
|
|
Change |
|
|
Volume |
|
|
Rate |
|
INTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
Loans; taxable |
|
$ |
(474 |
) |
|
$ |
(293 |
) |
|
|
(181 |
) |
Loans; tax-exempt (1) |
|
|
(8 |
) |
|
|
(9 |
) |
|
|
1 |
|
Securities; taxable |
|
|
(42 |
) |
|
|
(63 |
) |
|
|
21 |
|
Securities;
tax-exempt (1) |
|
|
68 |
|
|
|
88 |
|
|
|
(20 |
) |
Deposits in banks |
|
|
3 |
|
|
|
(2 |
) |
|
|
5 |
|
Federal funds sold |
|
|
(14 |
) |
|
|
14 |
|
|
|
(28 |
) |
|
|
|
|
|
|
|
|
|
|
Total Interest Income |
|
|
(467 |
) |
|
|
(265 |
) |
|
|
(202 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
NOW accounts |
|
|
69 |
|
|
|
43 |
|
|
|
26 |
|
Premium NOW accounts |
|
|
(34 |
) |
|
|
164 |
|
|
|
(198 |
) |
Money market accounts |
|
|
(13 |
) |
|
|
(13 |
) |
|
|
|
|
Savings accounts |
|
|
|
|
|
|
(4 |
) |
|
|
4 |
|
Time deposits |
|
|
(367 |
) |
|
|
(263 |
) |
|
|
(104 |
) |
Federal funds purchased and securities
sold under agreements to repurchase |
|
|
(53 |
) |
|
|
(44 |
) |
|
|
(9 |
) |
Federal Home Loan Bank advances |
|
|
(113 |
) |
|
|
9 |
|
|
|
(122 |
) |
Capital securities of subsidiary trust |
|
|
(92 |
) |
|
|
(77 |
) |
|
|
(15 |
) |
|
|
|
|
|
|
|
|
|
|
Total Interest Expense |
|
|
(603 |
) |
|
|
(185 |
) |
|
|
(418 |
) |
|
|
|
|
|
|
|
|
|
|
Net Interest Income |
|
$ |
136 |
|
|
$ |
(80 |
) |
|
$ |
216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 $456,000 for the first quarter of 2008, compared with $120,000
for the first quarter of 2007. 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 increase in the provision for loan losses during the first quarter 2008 was largely in response
to the amount of net loan chargeoffs during the same quarter. Loan chargeoffs, net of recoveries,
totaled $445,000 or 0.11% of total loans for the first three months of 2008, compared with $72,000
or 0.02% of total loans for the first three months of 2007.
NON-INTEREST INCOME
Total non-interest income increased by $146,000 from $1.42 million in the first quarter of 2007 to
$1.57 million in the first quarter of 2008. 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. This increase stemmed primarily from
revenues related to the continued growth of the Banks deposit base and retail banking activities,
as well as an $88,000 realized gain on the sale of securities.
Wealth Management income increased $5,000 or 1.3% from first quarter 2007 to first quarter 2008, as
assets under management remained relatively stable from year to year. Service charges on deposit
accounts increased $49,000 or 7.4% to $709,000 for the first three months of 2008, compared with
$660,000 for the same period in 2007 due to the increase in the number of transaction accounts
generating fee income. Other service charges, commissions and fees increased $5,000 or 1.1% from
$424,000 in first quarter 2007 to $429,000 in first quarter 2008 primarily due to increased income
from VISA check card fees. The increase in VISA check fees is primarily due to the increase in the
Banks retail deposit customer base. Included in other service charges, commissions, and income is
Bank Owned Life Insurance (BOLI) income, which was $94,000 during the first quarter of 2008
compared with $87,000 one year earlier. Total BOLI was $10.1 million at March 31, 2008, compared
with $9.7 million one year earlier.
20
For the quarter ended March 31, 2008, gross realized gains from sales of three securities available
for sale amounted to $88,000. The proceeds from the sale of these securities, including the
realized gain, amounted to $9.1 million. Two of the securities, totaling approximately $7.0
million, had a remaining maturity of less than seven months, while the third security, totaling
$2.0 million, had a remaining maturity of 18 months. The proceeds of the sale were redeployed into
securities with an average assumed life of approximately five years. There were no securities sold
in 2007. Management does not project any further gains or losses on the sale of securities at this
time.
Management seeks to increase the level of its future fee income from wealth management services and
deposits through the increase of its market share within its marketplace. Wealth management fees
are projected to continue to grow at a pace closer to the 5% growth seen in 2007, rather than the
1% growth seen in 2006 and the first quarter of 2008. Fees from deposits are projected to continue
to grow at a 5% to 7% rate, which reflects the projected growth for retail (non-commercial) core
deposits.
NON-INTEREST EXPENSE
Total non-interest expense increased $206,000 or 4.9% during the first quarter of 2008 compared
with the first quarter of 2007. Salaries and employees benefits decreased $20,000, or 0.9%,
primarily due to decreases in defined benefit pension plan expenses, partially offset by the
customary annual salary increases. Full-time equivalent personnel totaled 144 at March 31, 2008
compared with 148 at March 31, 2007.
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 decrease from $636,000 in 2007 to approximately
$150,000 in 2008 and nothing in 2009 and going forward. Expenses for the 401(k) plan are projected
to increase from $134,000 in 2007 to approximately $140,000 in 2008 and 2009, and 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 2008, the Company projects the
increase of approximately four new full-time equivalent positions in addition to filling four
currently vacant positions. These new positions are planned in commercial lending and technology
systems support. In 2009, the Company will increase full-time equivalent personnel in order to
staff two new branch offices in Haymarket and Bristow.
Net occupancy expense increased $14,000 or 5.3%, and furniture and equipment expense decreased
$1,000 or 0.4%, from first quarter 2007 to first quarter 2008. The increase in occupancy expense
primarily reflects increased maintenance and repair expenses, while the decrease in furniture and
equipment expenses primarily reflects the decrease in computer software depreciation expense.
Marketing expense increased $50,000 or 41.0% from $120,000 for the first quarter of 2007 to
$170,000 for the first quarter of 2008. This increase primarily reflects in implementation of
direct mail campaign targeting small businesses.
Consulting expense, which includes legal and accounting professional fees, increased $41,000 or
17.0% in the first quarter of 2008 compared with the first quarter of 2007. This increase primarily
reflects the use of information technology consultants assisting the Bank with its technology
planning and contract negotiations.
21
Data processing expense increased $33,000 or 11.0% for the first three months of 2008 compared with
the same time period in 2007. The Bank outsources much of its data processing to a third-party
vendor. The increase in expense primarily reflects increased deposit transactions and other data
processing system usage by the Bank.
Other operating expenses increased $90,000 or 14.4% in first quarter 2008 compared with first
quarter 2007. This primarily reflects increases in non-loan chargeoffs and contributions to
community organizations.
INCOME TAXES
Income tax expense was $399,000 for the quarter ended March 31, 2008 compared with $516,000 for the
quarter ended March 31, 2007. The effective tax rates were 28.3% and 30.6% for the first quarter of
2008 and 2007, 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.
COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2008 AND DECEMBER 31, 2007
Total assets were $490.5 million at March 31, 2008 compared with $489.9 million at December 31,
2007, an increase of 0.1% or $597,000. Balance sheet categories reflecting significant changes
included cash and due from banks, total loans, deposits, federal funds purchased, FHLB advances,
and company-obligated mandatorily redeemable capital securities. Each of these categories is
discussed below.
CASH AND DUE FROM BANKS. Cash and due from banks was $13.9 million at March 31, 2008, reflecting a
decrease of $2.8 million from December 31, 2007. The decrease in cash and due from banks was
primarily due to the decline in cash held at the Fed in order to satisfy reserve requirements.
LOANS. Total net loan balance after allowance for loan losses was $412.0 million at March 31, 2008,
which represents an increase of $2.9 million or 0.7% from $409.1 million at December 31, 2007. 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. Total bank premises and equipment, net, increased $1.4 million
primarily due to purchase of land along Business Route 29 in Warrenton, VA for the purpose of
relocating its ViewTree Warrenton branch office.
DEPOSITS. For the quarter ended March 31, 2008, total deposits declined by $14.5 million or 3.6%
when compared with total deposits at December 31, 2007. Non-interest-bearing deposits decreased by
$12.8 million and interest-bearing deposits decreased by $1.7 million. Included in interest-bearing
deposits at March 31, 2008 and December 31, 2007 were $10.2 million and 9.3 million, respectively
of brokered deposits. The decline in the Banks non-interest-bearing deposits and interest-bearing
deposits during the first quarter of 2008 was 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 account and other deposits in
2008 and beyond 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 and FHLB
advances increased by $5 million and $10 million, respectively, during the quarter ended March 31,
2008, to offset the decline in deposit balances.
COMPANY-OBLIGATED MANDATORILY REDEEMABLE CAPITAL SECURITIES OF SUBSIDIARY TRUST (capital
securities). On March 26, 2002, 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.
22
On September 21, 2006, the Companys wholly-owned Connecticut statutory business trust privately
issued $4.0 million face amount of the trusts Floating Rate Capital Securities in a pooled capital
securities offering. 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. The purpose of the September 2006 issuance was to use the proceeds to redeem,
on March 26, 2007, the existing capital securities issued on March 26, 2002. Because of changes in
the market pricing of capital securities from 2002 to 2006, the September 2006 issuance is priced
190 basis points less than that of the March 2002 issuance, and the repayment of the March 2002
issuance in March 2007 reduced the interest expense associated with the distribution on capital
securities of subsidiary trust by $76,000 annually.
ASSET QUALITY
Non-performing assets, in most cases, consist of loans that are 90 days or more past due and for
which the accrual of interest has been discontinued. Management evaluates all loans 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 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 on such loans 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 $2.0 million or 0.49% of total loans at March 31, 2008, compared with
$2.1 million or 0.51% of total loans at December 31, 2007, and $1.8 million, or 0.42% of total
loans at March 31, 2007.
Total loans past due 90 days or more and still accruing interest totaled $2.0 million, $770,000,
and $70,000 on March 31, 2008, December 31, 2007, and March 31, 2007, respectively. The $2.0
million past due 90 days or more and still accruing at March 31, 2008 consisted of two loans to one
borrower collateralized by property under contract for sale scheduled to close during the second
quarter of 2008. The proceeds from the sale are adequate to repay all outstanding principal,
interest and fees on the two loans. 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 March 31, 2008, there are no other interest-bearing assets that would be subject to disclosure
as either non-performing or impaired.
At March 31, 2008, no concentration of loans to commercial borrowers engaged in similar activities
exceeded 10% of total loans. The largest industry concentrations at March 31, 2008 were
approximately 6.0% 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 the Companys Annual Report on Form 10-K for the
year ended December 31, 2007 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 March 31, 2008, construction and land
loans are $39.5 million or 78.18% of the concentration limit, while permanent investor real estate
loans (by NAICS code) are $35.3 million or 69.74% of the concentration level.
23
Potential Problem Loans: For additional information regarding non-performing assets and potential
loan problems, see Allowance for Loan Losses in Note 5 of the Notes to Consolidated Financial
Statements contained herein.
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,
VA, 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.
As of March 31, 2008, 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, 2007.
OFF-BALANCE SHEET ARRANGEMENTS
As of March 31, 2008, there have been no material changes to the off-balance sheet arrangements
disclosed in Managements Discussion and Analysis in the Companys Annual Report on Form 10-K for
the year ended December 31, 2007.
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 March 31, 2008, that the Company and the Bank more than
satisfy all capital adequacy requirements to which they are subject.
At March 31, 2008 and December 31, 2007, the Company exceeded its regulatory capital ratios, as set
forth in the following table:
RISK BASED CAPITAL RATIOS
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
Mar. 31, |
|
|
Dec. 31, |
|
|
|
2008 |
|
|
2007 |
|
Tier 1 Capital: |
|
|
|
|
|
|
|
|
Shareholders Equity |
|
$ |
42,454 |
|
|
$ |
41,828 |
|
Plus: Unrealized loss on securities
available for sale/FAS 158 and EITF 06-4 |
|
|
609 |
|
|
|
773 |
|
Less: Intangible assets, net |
|
|
(105 |
) |
|
|
(103 |
) |
Plus: Company-obligated madatorily
redeemable capital securities |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
|
|
|
|
|
Total Tier 1 Capital |
|
|
46,958 |
|
|
|
46,498 |
|
|
|
|
|
|
|
|
|
|
Tier 2 Capital: |
|
|
|
|
|
|
|
|
Allowable Allowance for Loan Losses |
|
|
4,196 |
|
|
|
4,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital: |
|
|
51,154 |
|
|
|
50,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Weighted Assets: |
|
$ |
387,012 |
|
|
$ |
390,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regulatory Capital Ratios: |
|
|
|
|
|
|
|
|
Leverage Ratio |
|
|
9.61 |
% |
|
|
9.49 |
% |
Tier 1 to Risk Weighted Assets |
|
|
12.13 |
% |
|
|
11.90 |
% |
Total Capital to Risk Weighted Assets |
|
|
13.22 |
% |
|
|
12.98 |
% |
24
CAPITAL RESOURCES AND LIQUIDITY
Shareholders equity totaled $42.5 million at March 31, 2008 compared with $41.8 million at
December 31, 2007 and $39.6 million (as restated) at March 31, 2007. 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 2,680 and 2,435 shares of stock during the first three months of 2008 and 2007,
respectively.
Accumulated other comprehensive income/loss decreased to an unrealized loss net of tax benefit of
$610,000 at March 31, 2008 compared with $773,000 at December 31, 2007. The decline in the
accumulated other comprehensive loss was attributable to the decrease in the unrealized loss on
investment securities held available for sale.
As discussed above under Company-obligated Mandatorily Redeemable Capital Securities of Subsidiary
Trust, in 2002 and 2006, the Company established subsidiary trusts that issued $4.0 million and
$4.0 million of capital securities, respectively, as part of two separate pooled trust preferred
security offerings with other financial institutions. During 2007, the Company repaid the $4.0
million issued in 2002. 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 Government
Supervision and Regulation, banking regulations have established minimum capital requirements for
financial institutions, including risk-based capital ratios and leverage ratios. As of March 31,
2008, 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 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 source of liquidity is advances from the FHLB of Atlanta.
Cash and amounts due from depository institutions, interest-bearing deposits in other banks, and
federal funds sold totaled $14.8 million at March 31, 2008 compared with $19.6 million at December
31, 2007. 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 $28.7
million was unpledged and readily salable at March 31, 2008. Futhermore, the Bank has an available
line of credit with the FHLB of Atlanta with a borrowing limit of approximately $134.5 million at
March 31, 2008 to provide additional sources of liquidity, as well as available
federal funds purchased lines of credit with various commercial banks totaling approximately $62.0
million. At March 31, 2007, $45.0 million of the FHLB of Atlanta line of credit and $5.0 million of
federal funds purchased lines of credit were in use.
On April 2, 2008, the FHLB of Atlanta informed the Bank that, in light of continued turmoil in
mortgage and credit markets, it would increase the discount applied to residential first mortgage
collateral from 20% to 25% effective May 1, 2008. As result of this increase in required
collateralization, the Banks total line of credit with the FHLB of Atlanta will be reduced by
approximately $6.0 million to $128.5 million on May 1, 2008 from $134.5 million on March 31, 2008.
The Bank does not consider this change in collateral requirements by the FHLB of Atlanta to
materially impact the Banks liquidity.
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.
25
The following table sets forth information relating to the Companys sources of liquidity and the
outstanding commitments for use of liquidity at March 31, 2008 and December 31, 2007. 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
|
December 31, 2007 |
|
|
|
Total |
|
|
In Use |
|
|
Available |
|
|
Total |
|
|
In Use |
|
|
Available |
|
Sources: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds borrowing lines of credit |
|
$ |
62,024 |
|
|
$ |
5,000 |
|
|
$ |
57,024 |
|
|
$ |
52,036 |
|
|
$ |
|
|
|
$ |
52,036 |
|
Federal Home Loan Bank advances |
|
|
134,577 |
|
|
|
45,000 |
|
|
|
89,577 |
|
|
|
136,159 |
|
|
|
35,000 |
|
|
|
101,159 |
|
Federal funds sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,020 |
|
Securities, available for sale and unpledged
at fair value |
|
|
|
|
|
|
|
|
|
|
28,715 |
|
|
|
|
|
|
|
|
|
|
|
23,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term funding sources |
|
|
|
|
|
|
|
|
|
$ |
175,316 |
|
|
|
|
|
|
|
|
|
|
$ |
178,847 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Uses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded loan commitments and
lending lines of credit |
|
|
|
|
|
|
|
|
|
$ |
67,558 |
|
|
|
|
|
|
|
|
|
|
$ |
72,503 |
|
Letters of credit |
|
|
|
|
|
|
|
|
|
|
6,481 |
|
|
|
|
|
|
|
|
|
|
|
6,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total potential short-term funding uses |
|
|
|
|
|
|
|
|
|
$ |
74,039 |
|
|
|
|
|
|
|
|
|
|
$ |
79,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of short-term funding sources to
potential short-term funding uses |
|
|
|
|
|
|
|
|
|
|
236.8 |
% |
|
|
|
|
|
|
|
|
|
|
225.7 |
% |
In addition to the outstanding commitments for use of liquidity displayed in the table above, the
Bank will be utilizing approximately $5.0 million over the next twelve to thirty-six months to
build new branch offices in Haymarket and Bristow, as well as move and expand its ViewTree
Warrenton 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 APB Opinion No. 12 (if
the arrangement is, in substance, an 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 March 31, 2008 was a reduction in
retained earnings of $12,000 and an increase in accrued benefit liabilities of $19,000.
26
In September 2006, the FASB issued Statement of Financial Accounting Standards 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 March 31, 2008 was a reduction in
retained earnings of $24,000 and an increase in accrued benefit liabilities of $37,000.
FAIR VALUE MEASUREMENTS
SFAS No. 157, Fair Value Measurements, defines fair value, establishes a framework for measuring
fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement
and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based
upon the transparency of inputs to the valuation of an asset or liability as of the measurement
date. The three levels are defined as follow:
|
|
|
|
|
|
|
Level 1
|
|
inputs to the valuation methodology are quoted prices (unadjusted) for identical
assets or liabilities in active markets. |
|
|
|
|
|
|
|
Level 2
|
|
inputs to the valuation methodology include quoted prices for similar assets and
liabilities in active markets, and inputs that are observable for the asset or
liability, either directly or indirectly, for substantially the full term of the
financial instrument. |
|
|
|
|
|
|
|
Level 3
|
|
inputs to the valuation methodology are unobservable and significant to the fair value
measurement. |
Following is a description of the valuation methodologies used for instruments measured at fair
value, as well as the general classification of such instruments pursuant to the valuation
hierarchy:
Securities
Where quoted prices are available in an active market, securities are classified within level 1 of
the valuation hierarchy. Level 1 securities would include highly liquid government bonds, mortgage
products and exchange traded equities. If quoted market prices are not available, then fair values
are estimated by using pricing models, quoted prices of securities with similar characteristics, or
discounted cash flow. Level 2 securities would include U.S. agency securities, mortgage-backed
agency securities, obligations of states and political subdivisions and certain corporate, asset
backed and other securities. In certain cases where there is limited activity or less transparency
around inputs to the valuation, securities are classified within level 3 of the valuation
hierarchy. At March 31, 2008, all of the Companys securities are considered to be Level 1 or
Level 2 securities.
Loans held for sale
Loans held for sale which is required to be measured in a lower of cost or fair value. Under SFAS
No. 157, market value is to represent fair value. Management obtains quotes or bids on all or part
of these loans directly from the purchasing financial institutions. Premiums received or to be
received on the quotes or bids are indicative of the fact that cost is lower than fair value. At
March 31, 2008, the Company did not have any loans held for sale.
Impaired loans
SFAS No. 157 applies to loans measured for impairment using the practical expedients permitted by
SFAS No. 114, Accounting by Creditors for Impairment of a Loan, including impaired loans measured
at an observable market price (if available), or at the fair value of the loans collateral (if the
loan is collateral dependent). Fair value of the loans collateral, when the loan is dependent on
collateral, is determined by appraisals or independent valuation which is then adjusted for the
cost related to liquidation of the collateral.
Other Real Estate Owned
Certain assets such as other real estate owned (OREO) are measured at fair value less cost to sell.
We believe that the fair value component in its valuation follows the provisions of SFAS No. 157.
27
RECENT ACCOUNTING PROUNCEMENTS
In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 141(R), Business Combinations (SFAS 141(R)). The Standard will
significantly change the financial accounting and reporting of business combination transactions.
SFAS 141(R) establishes the criteria for how an acquiring entity in a business combination
recognizes the assets acquired and liabilities assumed in the transaction; establishes the
acquisition date fair value as the measurement objective for all assets acquired and liabilities
assumed; and requires the acquirer to disclose to investors and other users all of the information
they need to evaluate and understand the nature and financial effect of the business combination.
Acquisition related costs including finders fees, advisory, legal, accounting valuation and other
professional and consulting fees are required to be expensed as incurred. SFAS 141(R) is effective
for fiscal years beginning after December 15, 2008 and early implementation is not permitted. The
Company does not expect the implementation to have a material impact on its consolidated financial
statements.
In December 2007, the FASB issued Statement of Financial Accounting Standards No.160,
Noncontrolling Interests in Consolidated Financial Statements (SFAS 160). SFAS 160 requires the
Bank (Company) to establish accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. This Statement is effective for fiscal
years, and interim periods within those fiscal years, beginning on or after December 15, 2008.
Earlier adoption is prohibited. The Company does not expect the implementation of SFAS 160 to
have a material impact on its consolidated financial statements.
In March 2008, the FASB issued Statement of Financial Accounting Standards No. No. 161,
Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement
No. 133 (SFAS 161). SFAS 161 changes the disclosure requirements for derivative instruments and
hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an
entity uses derivative instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entitys financial position, financial performance
and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after
November 15, 2008, with early application permitted. The Company does not expect the implementation
of SFAS 161 to have a material impact on its consolidated financial statements.
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 Bank 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, 2007.
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.
28
As of March 31, 2008, 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 March 31, 2008, 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
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, 2007, has issued an attestation report on the effectiveness of
Managements internal control over reporting as of December 31, 2007. The report, which states an
unqualified opinion on the effectiveness of Managements internal control over financial reporting
as of December 31, 2007, is incorporated for reference in the Companys Annual Report on 10-K for
the year ended December 31, 2007 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 March 31, 2008 that have materially affected, or that are reasonably likely to materially
affect, managements internal control over financial reporting.
PART II
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, 2007.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
Maximum Number |
|
|
|
|
|
|
|
|
|
|
Shares Purchased |
|
of Shares that May |
|
|
|
|
|
|
|
|
|
|
as Part of Publically |
|
Yet Be Purchased |
|
|
Total Number of |
|
Average Price |
|
Announced Plan |
|
Under the Plan |
|
|
Shares Purchased |
|
Paid per Share |
|
(1) |
|
(1) |
January 1 31, 2008 |
|
|
1,600 |
|
|
$ |
16.36 |
|
|
|
1,600 |
|
|
|
210,641 |
|
February 1 29, 2008 |
|
|
860 |
|
|
$ |
18.26 |
|
|
|
860 |
|
|
|
209,781 |
|
March 1 31, 2008 |
|
|
220 |
|
|
$ |
18.31 |
|
|
|
220 |
|
|
|
209,561 |
|
Total |
|
|
2,680 |
|
|
|
|
|
|
|
2,680 |
|
|
|
|
|
|
|
|
(1) |
|
In September 1998, the Company announced an open market buyback program for its common stock.
Annually, the Board resets the amount of shares authorized to be repurchased during the year
under the buyback program. On January 17, 2008, the Board authorized the Company to repurchase
up to 212,241 shares (6% of the shares of common stock outstanding on January 1, 2008)
beginning January 1, 2008 and continuing until the next Board reset. |
29
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
30
ITEM 6. EXHIBITS
|
|
|
Exhibit |
|
Exhibit |
Number |
|
Description |
3.1
|
|
Articles of Incorporation of Fauquier Bankshares, Inc., as amended, incorporated by reference
to Exhibit 3(i) to registration statement on Form 10 filed April 16, 1999. |
|
|
|
3.2
|
|
Bylaws of Fauquier Bankshares, Inc., as amended and restated, incorporated by reference to
Exhibit 3.2 to Form 8-K filed November 15, 2007. |
|
|
|
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). |
|
|
|
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. |
31
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: May 9, 2008 |
|
|
|
|
|
|
|
|
/s/ Eric P. Graap
|
|
|
Eric P. Graap |
|
|
Executive Vice President & Chief Financial Officer Dated: May 9, 2008 |
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