Attached files
file | filename |
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10-K - FORM 10-K - FARMERS NATIONAL BANC CORP /OH/ | c97656e10vk.htm |
EX-23.A - EX-23.A CONSENT OF CROWE HORWATH LLP - FARMERS NATIONAL BANC CORP /OH/ | c97656exv23wa.htm |
EX-32.A - EX-32.A 906 CERTIFICATION OF CEO - FARMERS NATIONAL BANC CORP /OH/ | c97656exv32wa.htm |
EX-32.B - EX-32.B CERTIFICATION OF CFO - FARMERS NATIONAL BANC CORP /OH/ | c97656exv32wb.htm |
EX-31.A - EX-31.A CERTIFICATION OF CEO - FARMERS NATIONAL BANC CORP /OH/ | c97656exv31wa.htm |
EX-31.B - EX-31.B CERTIFICATION OF CFO - FARMERS NATIONAL BANC CORP /OH/ | c97656exv31wb.htm |
EX-3.II - EX-3.II AMENDED CODE OF REGULATIONS - FARMERS NATIONAL BANC CORP /OH/ | c97656exv3wii.htm |
Exhibit 13
BE SURE OF WHERE YOURE STANDING... AND THEN STAND STRONG. |
CORPORATE PROFILE
Farmers
National Banc Corp. (the Corporation) is a multi-bank holding company registered under the Bank Holding Company Act of 1956, as amended. The Corporation has three subsidiaries, Farmers
National Bank of Canfield (the Bank), an independent
community bank with 16 offices; Farmers Trust Company, a
non-depository trust bank; and Farmers National Insurance, LLC. The
Corporation and its subsidiaries operate in one industry, domestic banking.
The
Farmers National Bank of Canfield, chartered in 1887 as a national bank, is a full-service financial services company engaged in commercial and retail banking. The Banks main office is
located at 20 South Broad Street, Canfield, Ohio. Business is
conducted at a total of sixteen (16) retail offices and two
(2) trust offices located in the counties of Mahoning,
Columbiana and Trumbull. In addition, the Bank provides 24-hour
access to a network of Automated Teller Machines and offers Internet
and telephone banking services. As a national banking association,
the Bank is a member of the Federal Reserve System, subject to
supervision and regulation of the Comptroller of the Currency, and
deposits are insured by the Federal Deposit Insurance Corporation to
the extent provided by law. The Bank is affected also by the monetary
and fiscal policy of the United States and of various regulatory agencies.
The Bank competes with state and national banks located in Mahoning, Columbiana and Trumbull
counties. The Bank also competes with a large number of other financial institutions, such as
thrifts, insurance companies, consumer finance companies, credit unions and commercial finance
leasing companies for deposits, loans and other financial service business. The principal methods
of competition are the rates of interest charged for loans, the rates paid for funds, the fees
charged for services and the availability of services.
CORE VALUES / BELIEFS
Integrity
Respect
Diligence
Stewardship
Commitment
Relationships
Diligence
Stewardship
Commitment
Relationships
MISSION STATEMENT
Our organization will strive to be the premier financial partner providing the best products
and services to achieve innovative solutions for customers, associates, shareholders and the
community. We will do so with integrity, respect and commitment to quality.
TABLE OF CONTENTS
Financial Highlights |
3 | |||
Letters To Our Shareholders |
4-9 | |||
Investor Information |
10 | |||
Selected Financial Data |
11-13 | |||
Managements Discussion & Analysis |
13-22 | |||
Managements Report |
23 | |||
Report Of Independent Auditors |
24 | |||
Consolidated Financial Statements & Notes |
25-44 | |||
Philanthropy |
45 | |||
Farmers National Financial Group |
46 | |||
Board Of Directors & Executive Team |
47 |
FINANCIAL HIGHLIGHTS
(Dollar Amounts in Thousands Except for Per Share Data)
(Dollar Amounts in Thousands Except for Per Share Data)
For the Year | 2009 | 2008 | 2007 | |||||||||
Net Income |
$ | 5,842 | $ | 5,665 | $ | 5,925 | ||||||
Return on Average Assets |
0.60 | % | 0.67 | % | 0.74 | % | ||||||
Return on Average Equity |
7.32 | % | 7.67 | % | 7.95 | % | ||||||
Per Share |
||||||||||||
Net Income (Basic) |
$ | 0.44 | $ | 0.43 | $ | 0.46 | ||||||
Net Income (Diluted) |
0.44 | 0.43 | 0.46 | |||||||||
Book Value |
5.96 | 5.83 | 5.67 | |||||||||
Balances at Year-End |
||||||||||||
Total Assets |
$ | 1,014,808 | $ | 880,370 | $ | 798,236 | ||||||
Earning Assets |
948,187 | 829,173 | 745,482 | |||||||||
Total Deposits |
777,552 | 648,010 | 593,428 | |||||||||
Net Loans |
601,995 | 546,452 | 508,647 | |||||||||
Total Stockholders Equity |
80,628 | 77,102 | 73,920 | |||||||||
Cash Dividends |
4,801 | 6,802 | 8,309 | |||||||||
Common Shares Outstanding |
13,520 | 13,230 | 13,028 |
3
FROM THE DESK OF:
FRANK L. PADEN, PRESIDENT & CEO
AND JOHN S. GULAS, EXECUTIVE VICE PRESIDENT & COO
FRANK L. PADEN, PRESIDENT & CEO
AND JOHN S. GULAS, EXECUTIVE VICE PRESIDENT & COO
To Our Shareholders:
On behalf of your Board of Directors, it is our distinct pleasure to present our Annual Report to
Shareholders for 2009. The theme of this years Annual Report, Standing Strong, speaks to your
Corporations continuing position of strength and stability in the midst of, and at times, an
unpredictable national economic financial environment.
Your Corporation has responded to the needs and demands of this economic climate with what can
accurately be described as accelerated productivity. Indeed, it would be difficult to point to
any prior year in Farmers 122 year history in which we have successfully pursued and implemented
so many goals and objectives.
To say that these last two years have been eventful would be beyond an understatement. This period
was dominated by the worst financial crisis since the Great Depression. The financial services
industry was directly impacted by reports that the mounting credit and liquidity crisis had
overwhelmed what were once some of the worlds most powerful financial institutions. During those
times, our industry saw major corporate consolidations, bank failures, government investment into
corporations and heightened regulatory scrutiny to deal with the worsening in the credit markets.
Financial institutions under stress were forced to make some very difficult decisions.
From left to right:
John S. Gulas, Executive Vice President & COO, Frank L. Paden, President & CEO and Carl D. Culp, Executive Vice President & CFO
John S. Gulas, Executive Vice President & COO, Frank L. Paden, President & CEO and Carl D. Culp, Executive Vice President & CFO
Our Corporation is certainly not immune to these issues in the current economic environment;
however, we are able to share with you in this Annual Report results that demonstrate growth in
many categories of our business in 2009. Additionally, we made strategic decisions and advancements
in processes and systems that will position us ahead of most of our peers and alongside many of the
most progressive larger financial institutions.
We would not attempt to list all the achievements our Company accomplished during 2009. Some of
those are highlighted below and you will find additional reports on Farmers National Investments
and our wholly owned subsidiaries, Farmers Trust Company and Farmers National Insurance, LLC.
Reflecting balance sheet growth in 2009 in loans and deposits, your Corporation exceeded the $1
Billion mark in total assets for the first time in its history. In the banking industry, $1 Billion
in total assets is often seen as a symbolic benchmark separating smaller community banks from
community banks with a more significant role in the competitive marketplace.
CREDIT
Our loan portfolio increased 10% during 2009, reflecting substantial development in our
traditionally strong automobile financing programs, which grew by approximately 24%.This is a time
when local dealers and customers needed support and financing. Additionally, our commercial real
estate loan portfolio grew 11% and our commercial and industrial (C&I) loan portfolio increased
approximately 8%, year over year.
As a group, our commercial loan officers exceeded their aggressive target goals for 2009. As
always, our desire to grow our business was measured against our long-instilled culture of fiscal
conservatism and prudent risk management. We strive for that balance, which in our view, creates
long-term shareholder value. When others exited the credit markets in our regional business
marketplace, it is fair to say that our Company was perceived as the Bank of Choice for
credit-worthy companies with a sound business model who were seeking capital this past year to grow
and expand their business.
4
In 2009, we continued to emphasize our objective to make loans
to creditworthy borrowers, conduct sound analysis of financial and collateral information, work constructively with borrowers experiencing difficulties and confront
credit problems in a forthright and timely manner. We increased staff, devoted resources and
re-engineered our credit administration processes to respond to signals that were identified in
our loan portfolio.
The Bank experienced an increase in the asset quality ratio that measures nonperforming loans as a
percentage of total loans during 2009. Our ratios remain better than peer groups at the local,
state and regional level. However, levels of foreclosures and
bankruptcy filings continue to rise
and our markets continue to be impacted by high unemployment, depressed real estate values and
high vacancy rates on commercial real estate. Net loan losses increased during 2009 and management
took the necessary steps to provide reserves for these losses and for ongoing stress on the loan
portfolio.
CAPITAL
The financial crisis highlighted the critical role that capital serves as the protection against
loss, liquidity risk and insolvency. Financial institutions operate under a risk-based capital
structure that risk-rates each of the assets on the banks balance sheet. Capital levels are then
determined based on the risk analysis conducted by management and regulatory agencies. Financial
institutions are being called on to conduct more robust capital analysis and planning to deal with
growth initiatives, negative trends in asset quality and impairments in the investment portfolios;
all of which could weaken capital levels. As part of the solution to improve capital levels, we
are in an era where many institutions have curtailed or eliminated cash dividends to shareholders.
Another factor that impacts capital is growth. As our Company continues to grow assets, more
capital is required to support that growth.
Our Board of Directors and Management are in the midst of a comprehensive capital planning process
that will give us the direction that we need to take to enable us to grow, practice prudent risk
management, provide the capital levels to insure the Banks safety and soundness initiatives and
enhance the long-term return to shareholders.
Community bank stock valuations did not demonstrate the recovery hoped for in 2009, and while this
holds true for your Corporation as well, our current yield on cash dividends remains better than
that of our peers.
For a more detailed explanation of your Companys financial performance during 2009, please see the
report prepared by Mr. Carl D. Culp, our Executive Vice President and Chief Financial Officer
included in this Annual Report.
CORE SYSTEMS UPGRADES
As pleased as we are to point to our business development growth in 2009, we take equal pride in
the successful deployment of several internal initiatives that show great promise for advancing
your Companys competitive position and for creating shareholder value. Specifically, we succeeded
in implementing seven key system conversions over the course of five intensive months in 2009.
These conversions are tantamount to re-engineering of the technology and processing core of our
Bank, and included the following:
Fiserv Core System this included a total conversion of an in-house operating system to a more
robust outsourcing solution for core banking systems.
ATM processing this conversion consisted of our decision to process all ATM, debit, credit and
point of sale transactions directly through our core processing vendor.
Mark IV this new product gives our credit department a more efficient method to process
consumer loan applications and automate all the processing accordingly.
Compliance One this product upgraded our lending documentation processes to a more efficient
and consistent methodology.
Funds Express Internet Banking this technology upgrade provided us with a new vendor for a
suite of on-line banking products along with a comprehensive cash management system for the
corporate banking customers.
Telephone Banking as part of the new on-line banking vendor, we converted our previous
telephone banking product to a more secure system for our customers.
Bill Pay this product was enhanced and added as a free service to be included in conjunction
with our on-line banking product.
To our valued shareholder, we can say with assurance this represents a major technology investment
and process leap forward for your Company. We now have the tools and procedures to offer our
clients products and services commensurate with their needs in todays quickly changing consumer
and business environment. We can also report advancements in other key areas of our evolving
business model.
RETAIL BANKING GROWTH
A key strategic priority for 2009 was to significantly increase our market share in our geographic
footprint. Our retail banking division reported strong production results for 2009. Our branch
network reported increases of 17% in core deposits, far exceeding our targets for success. This
team of personal bankers was also successful by increasing branch loan production and commercial
loan referrals by approximately 30% over the previous year.
5
Deposit growth increased alongside the growth in our overall loan portfolio. Total deposits
increased by 20%, with exceptional growth in our Money Market Index product, which increased
approximately 48% during the year. Our talented team of personal bankers executed the Banks
strategic initiatives to generate new deposit relationships and increase market share during 2009.
Management provided the foresight to refine and enhance the deposit products to meet the demands of
our new and existing core deposit account holders.
During this year, we undertook a total remodeling of our Cornersburg branch demonstrating our
commitment to that community to provide the best of facilities and services in a market that we
have serviced for nearly 40 years. In addition, we continue to position ourselves for future growth
opportunities in the marketplace.
FARMERS NATIONAL FINANCIAL GROUP
One of the emerging trends is to focus on fee-based businesses and service lines. The core of the
2010 focus will be on our Insurance Agency, Investments and Trust Company. With that said, we
created Farmers National Insurance LLC, a separate entity under the holding company that operates
within our Retail Banking Division. This full service insurance agency, which is managed by Mr.
David Frank, is fully functional and we are just in the final stages of introducing and marketing
this product and service to all customers. In February 2010, we contracted with Insuritas, the
nations leading provider of outsourced insurance agencies to provide our Company with a turnkey,
outsource insurance agency solution that takes full advantage of technology. This strategic
commitment provides our customer with a full-service insurance agency where we own and operate the
agency under our new insurance division, Farmers National Insurance. This outsourced insurance
agency solution will be fully operational in the second quarter of 2010.
Our wealth management division of Farmers National Investments expanded during 2009 with the
addition of a fourth investment representative to our branch network. Mr. Dan Cvercko was promoted
to Investment Manager and he led his team of investment representatives to a record level of
production during the past year. This business line contributed nearly $500,000 in net revenue to
the Corporation.
The final piece of Farmers National Financial Group is the 2009 acquisition of the Farmers Trust
Company. With over $832 Million in assets under management, Farmers Trust is the largest
independently owned trust company in the State of Ohio. Mr. James H. Sisek, Esq., President & CEO manages this Trust Company
that has offices located in Youngstown and Howland. Mr. Sisek provides a full report on the Trust
Company and their achievements and contributions to the Corporation and the community in this
Annual Report on the pages that follow.
Charles Darwin, the English Naturalist & Author once wrote, It is not the strongest of the species
that survive, nor the most intelligent, but the one most responsive to change. Over the past year,
much has been asked of the dedicated Directors, Officers and Employees of the Corporation. They
have more than risen to that challenge and responded to the changes.
In closing, we want to thank you for your continued support for Standing Strong with this
Company and its bright and developing future. There are always going to be challenges to face and
new opportunities to seize. At 122 years old and counting, our team is proud of what we have
accomplished and poised to look forward to continue to fill our role in the community and to
create value for our shareholders for generations to come.
Sincerely,
Frank L. Paden
President & CEO
President & CEO
John S. Gulas
Executive Vice President & COO
Executive Vice President & COO
6
FROM THE DESK OF:
CARL D. CULP, EXECUTIVE VICE PRESIDENT & CFO
CARL D. CULP, EXECUTIVE VICE PRESIDENT & CFO
To Our Shareholders:
The following paragraphs provide a brief overview of relevant information regarding your Companys
financial performance in 2009.
Net income for 2009 was $5.8 million, or $0.44 basic and diluted earnings per share compared to
$5.7 million, or $0.43 diluted earnings per share in 2008, increases of 3.12% and 2.33%
respectively. The results for 2008 included a pre-tax charge of $2.711 million representing a
reclassification and recognition of an other-than-temporary impairment of securities, compared to
$74 thousand in impairment charges in 2009.
The net interest margin improved from 3.58% for the year ended December 31, 2008 to 3.88% for
2009, or 30 basis points. Total average earning assets increased 14.19% while the yields on those
average-earning assets decreased 39 basis points from 6.11% in 2008 to 5.72% in 2009. Total
interest bearing liabilities increased 17.37%, and the cost on the average interest-bearing
liabilities decreased from 2.85% in 2008 to 2.01% in 2009 or 84 basis points. The decrease in cost
was the result of depositors investing in short-term time deposits and money market instruments,
the continued repricing of maturing time deposits in the continued low interest rate environment,
combined with an increase in repurchase agreements held by wholesale customers. The increase in
net interest margin combined with a higher level of earning assets resulted in a significant
improvement in net interest income from the previous year.
Noninterest income, excluding the impairment charges mentioned above, increased by $4.134 million
in 2009, primarily resulting from an addition of $3.469 million in trust income. Earlier in the
year, the Company successfully completed the acquisition of Butler Wick Trust Company, which has
since been renamed Farmers Trust Company. The Trust Company acquisition complements our core
retail banking and asset management services.
DEPOSITS
Total deposits increased 20% during the past year, as our Company developed relationships with new
customers along with a continued movement of funds to deposits from equity markets as customers
seek liquidity and security. The Company prices deposit rates to remain competitive within the
market to retain customers. The effect of lower short-term interest rates during the year and a
shift to short term deposit products and repurchase agreements by customers resulted in total
interest expense decreasing $3.4 million in 2009.
Strategies for 2010 include a continued focus on growth in our level on noninterest bearing
deposits; offer time deposit products in specific time periods to balance our exposure to
potentially rising interest rates; and remain focused on lowering our overall cost of funds.
LOANS
Net loans increased 10.16% during 2009. The Company continues to build on a strategy developed a
few years ago to diversify the loan portfolio and employ a more balanced portfolio management model
between commercial, commercial real estate, residential real estate and consumer loans. At
year-end, we have approximately 13% of the loan portfolio in commercial loans, 35% in commercial
real estate loans, 30% in residential real estate loans and 22% in consumer loans. Each of the loan
categories experienced solid growth during 2009, but we especially
realized significant increases in
our commercial real estate and consumer non-real estate loan portfolios. Our team of experienced
loan officers remain focused on increasing our portfolio by building long-term customer
relationships.
Our management team has taken a proactive stance to address asset quality deterioration, most
notably in the commercial real estate portfolio. During the year, management provided $6.05 million
to the allowance for loan losses. Two key ratios to monitor asset quality performance are the net
charge-offs/average loans and the allowance for loan losses/non-performing loans. At year-end 2009,
these ratios were .71% and 73% respectively compared to .26% and 104% in 2008. As a result of these
changes, we increased the allowance for loan losses in 2009. Management remains diligent in
monitoring local economic conditions and the impact that it may have on our loan portfolio.
Loan strategies for the upcoming year are to grow balances in our loan portfolios responsibly
while maintaining our underwriting standards and carefully pricing new loans in a potentially
rising interest rate environment.
STOCKHOLDERS EQUITY
Shareholders Equity increased $3.5 million or 4.6% during 2009. At the end of the year, the Bank
is well capitalized under regulatory guidelines. In order to preserve capital and create a
stronger position for long-term shareholder value, we decreased our quarterly cash dividend to
$0.06 per share during the third quarter Total cash dividends declared were $4.8 million in 2009
and $6.8 million in 2008.
Equity strategies for 2010 include: increase earnings and preserve capital; and evaluate
opportunities to raise new capital through various alternatives to support growth initiatives.
Even during these difficult economic times, our Company was able to report another year of strong
earnings, with a 3% increase over 2008 results. Every Board member, Officer and Employee plays an
important part in achieving these financial results. We will continue to remain focused on our core
values as we strive to build shareholder value.
Sincerely,
Carl D. Culp,
Executive Vice President & CFO
Executive Vice President & CFO
7
FROM THE DESK OF:
JAMES H. SISEK, ESQ. PRESIDENT & CEO
AND WILLIAM HANSHAW, ESQ. EXECUTIVE V.P. & SECRETARY
JAMES H. SISEK, ESQ. PRESIDENT & CEO
AND WILLIAM HANSHAW, ESQ. EXECUTIVE V.P. & SECRETARY
James H. Sisek, Esq. President & CEO |
William Hanshaw, Esq. Executive V.P. & Secretary |
To Our Shareholders:
2009 has been both an exciting and challenging year for the Trust Company. We have weathered a
tumultuous financial market and yet still remain strong. Despite the market fluctuations, our
assets have grown this year from approximately $622 million to approximately $822 million. Although
our name has changed, our staff, location and commitment to the Valley remain unchanged. We are
confident that Farmers Trust Company adds greatly to the value of your investment in Farmers
National Banc Corp. It is our pleasure to share some information regarding Farmers Trust Company.
COMPANY PROFILE
Farmers Trust Company, formerly known as Butler Wick Trust Company, was originally incorporated in
Sharon, Pennsylvania in December 1995, with the Youngstown, Ohio office as its operation center.
In 1998, as a result of changes in Ohio law, Butler Wick Trust Company was re-incorporated in Ohio
as a state chartered bank authorized by the Ohio Division of Financial Institutions to conduct
trust business, and the current downtown Youngstown site became headquarters. In 2000, the Trust
Company decided to expand its presence in the Trumbull County market by opening a Howland office
staffed with five employees and headed by Attorney William Hanshaw. On April 1, 2009, Farmers
National Banc Corp. completed its acquisition of Butler Wick Trust Company from United Community
Financial Corporation. In May 2009, Butler Wick Trust Company officially changed its name to
Farmers Trust Company, a subsidiary of Farmers National Banc Corp. holding company, while
maintaining the same staff and locations.
Farmers Trust Company, the only locally owned trust company in the Mahoning Valley, began with just
seven employees growing to a current staff of 30 with two locations. Attorney James H. Sisek,
President of Farmers Trust Company, operates the Trust Companys Youngstown office at 100 Federal
Plaza East, Youngstown, Ohio, 44503, and Attorney William Hanshaw, Executive Vice President
supervises the Howland location at 1695 Niles-Cortland Rd., NE, Suite 2, Warren, Ohio 44484.
Farmers Trust Company maintains its own Administrative, Investment, Operations, Tax, Employee
Benefits and Business Development Departments. We proudly provide quality service through a
professional team of employees on a local level; both a strength and a uniqueness of our firm.
Farmers Trust Company is regulated and examined by the State of Ohio, Division of Financial
Institutions. Our external auditors are Crowe Horwath, LLP and our internal auditors are Packer
Thomas & Co., CPA.
INVESTMENT MANAGEMENT
Farmers Trust Company is skilled in administering all types of trusts and provides professional and
thorough administration of estates, personal trusts, charitable trusts and employee benefit plans.
The Investment Department has assisted several not-for-profit organizations with the development of
their own respective investment policies and manages investments in accordance with The Ohio
Prudent Investors Act and the objective of each client. The following graph illustrates the growth
of the Trust Company:
8
CHARITABLE TRUSTS
The Trust Company manages in excess of $100 million for many qualified charities, individuals and
foundations throughout the greater community. In 2009, over $6 million was distributed to
organizations either at the direction of the donor or under the terms of the trust agreement for
charitable trusts, and as gifts from individual trusts. The beneficiaries of these charitable and
personal trusts are vast and varied. Area colleges and universities received in excess of
$1,064,000 with approximately $620,000 distributed to Youngstown State University for various
scholarship programs including early instruction programs such as Academic Achievers. Over $875,000
was donated in support of cultural programs such as Mahoning Valley Historical Society, Friends of
Fellows Riverside Garden, Henry H. Stambaugh Auditorium Association, The Youngstown Playhouse and
The Youngstown Symphony, as well as local parks and historical societies. Over $646,000 was
distributed for humanitarian services to organizations such as Habitat for Humanity, American Red
Cross, Easter Seals, Hospice, The Rescue Mission and others. St. Elizabeth Medical Center, Akron
Childrens Hospital and Trumbull Memorial Hospital along with other health providers received over
$759,000. The American Cancer Society, American Diabetes Association and Multiple Sclerosis Society
were the recipients of more than $90,000 to benefit medical research. Local churches and temples
received donations of over $466,000.
Other beneficiaries such as the YWCA, YMCA, United Way, Special Olympics, Girl Scouts, Boy Scouts
and many more throughout our community received assistance through donations totaling more than
$785,000.
Clients of Farmers Trust Company are among the most generous in the Valley as evidenced by the
chart below:
EMPLOYEE BENEFIT DIVISION
The Trust Companys Employee Benefit Division is a highly specialized department of $160 million in
managed assets within the Trust Company servicing the overall retirement needs of clients. We
provide full personalized administrative and record keeping services for all types of retirement
plans, including various defined contribution plans, such as profit sharing, 401(k)s and money
purchase pension plans, defined benefit pension and 403(b) plans as well as the administration and
investment management of larger IRA rollover accounts. Certified Specialists ensure all client
retirement plans follow the rigorous government imposed regulations to fulfill strict compliance
and audit issues, whether in a daily valuation and/or cash balance forward environment. The Trust
Company can serve in the capacity of Plan Trustee, Investment Manager and/or Custodian, thus
relieving clients of any or all fiduciary liability issues with regards to the plan administration
or management of their plans assets. Other services provided include: sponsored IRS approved
prototype plan documents, consulting and plan design services to clients, conducting participant
enrollment and 404(c) educational meetings, all tax reporting for both plan and participants, 24/7
web site access and toll free numbers.
CONCLUSION
Our locally owned, operated, staffed and controlled Trust Company offers outstanding professional
estate planning, trust, investment and retirement services. Your family deserves a professional
trustee who knows you as an individual rather than an account number. Consider a conversation with
one of our trust officers at your convenience.
Sincerely,
James H. Sisek, Esq.
President & CEO
William Hanshaw, Esq.
Executive V.P. & Secretary
9
INVESTOR INFORMATION
Corporate Headquarters: Farmers National Banc Corp., 20 South Broad Street, P.O. Box
555, Canfield, OH 44406. Phone 330-533-3341 or Toll Free 1-888-988-3276.
Web
site: www.fnbcanfield.com
Dividend Payments: Subject to the approval of the Board of Directors, quarterly cash dividends are
customarily payable on or about the 30th day of March, June, September and December.
Dividend Reinvestment Plan (DRIP): Registered shareholders can purchase additional shares of
Farmers common stock through Farmers Dividend Reinvestment Plan. Participation is voluntary and
allows for automatic reinvestment of cash dividends and the safekeeping of stock certificates. To
obtain our Plan prospectus, contact Susan Better at the Bank or
e-mail exec@fnbcanfield.com.
Direct Deposit of Cash Dividends: The direct deposit program, which is offered at no charge,
provides for automatic deposit of quarterly dividends directly to a checking or savings account.
For information regarding this program, please contact the Bank.
Stock Transfer Agent: The Farmers National Bank of Canfield, Attention: Susan Better, AVP,
Corporate Services Administration P.O. Box 555 Canfield, OH 44406
Form 10-K:
A copy of the Annual Report filed with the Securities and Exchange Commission will be
provided to any shareholder on request to the Corporation, to the attention: Mr. Carl D. Culp,
Treasurer, Farmers National Banc Corp., 20 South Broad Street, P.O. Box 555 Canfield, OH 44406
Common Stock Listing and Information as to Stock Prices and Dividends: The common stock of the
Corporation trades on the OTC Bulletin Board under the symbol FMNB.OB. There are approximately 13
local and/or regional brokerage firms that are known to be relatively active in trading the
Corporations common stock. Set forth in the accompanying table are per share prices at which
common stock of the Corporation has actually been purchased and sold in transactions during the
periods indicated, to the knowledge of the Corporation. Also included in the table are dividends
per share paid on the outstanding common stock and any stock dividends paid. As of December 31,
2009, there were 13,519,605 shares outstanding and 3,760 shareholders of record of common stock.
MARKET AND DIVIDEND SUMMARY
Dividend Date | High | Low | Dividend | |||||||||
March 2008 |
$ | 9.15 | $ | 6.84 | $ | 0.16 | ||||||
June 2008 |
$ | 8.45 | $ | 7.00 | $ | 0.12 | ||||||
September 2008 |
$ | 7.55 | $ | 5.15 | $ | 0.12 | ||||||
December 2008 |
$ | 7.35 | $ | 3.55 | $ | 0.12 | ||||||
March 2009 |
$ | 6.74 | $ | 3.65 | $ | 0.12 | ||||||
June 2009 |
$ | 6.80 | $ | 4.70 | $ | 0.12 | ||||||
September 2009 |
$ | 6.20 | $ | 4.70 | $ | 0.06 | ||||||
December 2009 |
$ | 5.40 | $ | 4.00 | $ | 0.06 |
The following graph compares the cumulative 5-year total return to shareholders on Farmers National
Banc Corp.s common stock relative to the cumulative total returns of the NASDAQ Composite index
and the NASDAQ Bank index. The graph assumes that the value of the investment in the companys
common stock and in each of the indexes (including reinvestment of dividends) was $100 on
12/31/2004 and tracks it through 12/31/2009.
12/04 | 12/05 | 12/06 | 12/07 | 12/08 | 12/09 | |||||||||||||||||||
Farmers National Banc Corp. |
100.00 | 83.41 | 73.16 | 57.09 | 28.12 | 39.76 | ||||||||||||||||||
NASDAQ Composite |
100.00 | 101.33 | 114.01 | 123.71 | 73.11 | 105.61 | ||||||||||||||||||
NASDAQ Bank |
100.00 | 98.57 | 111.92 | 89.33 | 71.39 | 60.47 |
The stock price performance included in this graph is not necessarily indicative of future
stock price performance.
10
SELECTED FINANCIAL DATA
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
For the Years Ending December 31, | 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||
SUMMARY OF EARNINGS |
||||||||||||||||||||
Total Interest Income (including fees on loans) |
$ | 49,775 | $ | 46,415 | $ | 45,538 | $ | 44,098 | $ | 42,481 | ||||||||||
Total Interest Expense |
16,547 | 19,947 | 21,893 | 20,199 | 15,236 | |||||||||||||||
Net Interest Income |
33,228 | 26,468 | 23,645 | 23,899 | 27,245 | |||||||||||||||
Provision for Loan Losses |
6,050 | 1,420 | 570 | 200 | 649 | |||||||||||||||
Noninterest Income (1) |
9,388 | 2,617 | 4,408 | 5,134 | 4,386 | |||||||||||||||
Noninterest Expense |
29,655 | 21,013 | 20,382 | 19,619 | 20,212 | |||||||||||||||
Income Before Income Taxes |
6,911 | 6,652 | 7,101 | 9,214 | 10,770 | |||||||||||||||
Income Taxes |
1,069 | 987 | 1,176 | 1,999 | 2,710 | |||||||||||||||
NET INCOME |
$ | 5,842 | $ | 5,665 | $ | 5,925 | $ | 7,215 | $ | 8,060 | ||||||||||
PER SHARE DATA |
||||||||||||||||||||
Basic earnings per share |
$ | 0.44 | $ | 0.43 | $ | 0.46 | $ | 0.55 | $ | 0.62 | ||||||||||
Diluted earnings per share |
0.44 | 0.43 | 0.46 | 0.55 | 0.62 | |||||||||||||||
Cash Dividends Paid |
0.36 | 0.52 | 0.64 | 0.64 | 0.64 | |||||||||||||||
Book Value at Year-End |
5.96 | 5.83 | 5.67 | 5.83 | 5.82 | |||||||||||||||
Tangible Book Value (2) |
5.41 | 5.83 | 5.67 | 5.83 | 5.82 | |||||||||||||||
BALANCES AT YEAR-END |
||||||||||||||||||||
Total Assets |
$ | 1,014,808 | $ | 880,370 | $ | 798,236 | $ | 821,584 | $ | 827,069 | ||||||||||
Earning Assets |
948,187 | 829,173 | 745,482 | 778,719 | 776,300 | |||||||||||||||
Total Deposits |
777,552 | 648,010 | 593,428 | 619,747 | 630,800 | |||||||||||||||
Short-Term Borrowings |
125,912 | 105,435 | 74,174 | 77,792 | 76,963 | |||||||||||||||
Long-Term Borrowings |
27,169 | 46,464 | 52,455 | 41,602 | 39,508 | |||||||||||||||
Net Loans |
601,995 | 546,452 | 508,647 | 502,594 | 506,054 | |||||||||||||||
Total Stockholders Equity |
80,628 | 77,102 | 73,920 | 76,223 | 75,864 | |||||||||||||||
AVERAGE BALANCES |
||||||||||||||||||||
Total Assets |
$ | 970,163 | $ | 841,630 | $ | 804,968 | $ | 818,549 | $ | 828,180 | ||||||||||
Total Stockholders Equity |
79,775 | 73,889 | 74,615 | 75,143 | 77,475 | |||||||||||||||
SIGNIFICANT RATIOS |
||||||||||||||||||||
Return on Average Assets (ROA) |
0.60 | % | 0.67 | % | 0.74 | % | 0.88 | % | 0.97 | % | ||||||||||
Return on Average Equity (ROE) |
7.32 | 7.67 | 7.95 | 9.60 | 10.40 | |||||||||||||||
Average Earning Assets/Average Assets |
92.79 | 93.68 | 94.86 | 94.98 | 94.59 | |||||||||||||||
Average Equity/Average Assets |
8.22 | 8.78 | 9.26 | 9.18 | 9.35 | |||||||||||||||
Loans/Deposits |
78.37 | 85.18 | 86.63 | 82.00 | 81.15 | |||||||||||||||
Allowance for Loan Losses/Total Loans |
1.21 | 1.01 | 1.06 | 1.10 | 1.14 | |||||||||||||||
Allowance for Loan Losses/Nonperforming Loans |
73.25 | 104.05 | 231.22 | 324.85 | 290.57 | |||||||||||||||
Efficiency Ratio (On tax equivalent basis) |
67.00 | 63.02 | 68.00 | 65.04 | 61.54 | |||||||||||||||
Net Interest Margin |
3.88 | 3.58 | 3.33 | 3.29 | 3.67 | |||||||||||||||
Dividend Payout Rate |
82.18 | 120.07 | 140.24 | 115.14 | 103.08 | |||||||||||||||
Tangible Common Equity Ratio (3) |
7.26 | 8.76 | 9.26 | 9.28 | 9.17 |
(1) | Noninterest income includes a securities impairment charge of $74 thousand, $2.711 million and $873 thousand respectively for the years ended December 31, 2009, 2008 and 2007. | |
(2) | Tangible book value per share is Total Stockholders Equity minus goodwill and other intangible assets divided by the number of shares outstanding. | |
(3) | Tangible common equity ratio is Total Stockholders Equity minus goodwill and other intangible assets divided by Total Assets minus goodwill and other intangible assets. |
11
AVERAGE BALANCE SHEETS AND RELATED YIELDS AND RATES
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
2009 | 2008 | 2007 | ||||||||||||||||||||||||||||||||||
AVERAGE | AVERAGE | AVERAGE | ||||||||||||||||||||||||||||||||||
Years Ended December 31, | BALANCE | INTEREST | RATE | BALANCE | INTEREST | RATE | BALANCE | INTEREST | RATE | |||||||||||||||||||||||||||
EARNING ASSETS |
||||||||||||||||||||||||||||||||||||
Loans (1) (3) (5) |
$ | 581,629 | $ | 38,130 | 6.56 | % | $ | 515,671 | $ | 35,351 | 6.86 | % | $ | 508,812 | $ | 35,203 | 6.92 | % | ||||||||||||||||||
Taxable securities (2) |
224,784 | 9,399 | 4.18 | 183,201 | 8,063 | 4.40 | 168,074 | 7,017 | 4.17 | |||||||||||||||||||||||||||
Tax-exempt securities (2) (5) |
60,911 | 3,667 | 6.02 | 67,666 | 3,985 | 5.89 | 70,413 | 4,112 | 5.84 | |||||||||||||||||||||||||||
Equity securities (4) (5) |
5,147 | 263 | 5.11 | 7,414 | 420 | 5.66 | 9,360 | 664 | 7.09 | |||||||||||||||||||||||||||
Federal funds sold |
27,769 | 32 | 0.12 | 14,402 | 338 | 2.35 | 6,970 | 342 | 4.91 | |||||||||||||||||||||||||||
Total earning assets |
900,240 | 51,491 | 5.72 | 788,354 | 48,157 | 6.11 | 763,629 | 47,338 | 6.20 | |||||||||||||||||||||||||||
NONEARNING ASSETS |
||||||||||||||||||||||||||||||||||||
Cash and due from banks |
23,098 | 23,089 | 21,774 | |||||||||||||||||||||||||||||||||
Premises and equipment |
14,230 | 14,363 | 14,630 | |||||||||||||||||||||||||||||||||
Allowance for Loan Losses |
(6,377 | ) | (5,433 | ) | (5,597 | ) | ||||||||||||||||||||||||||||||
Unrealized gains (losses) on
securities |
5,980 | (1,089 | ) | (2,264 | ) | |||||||||||||||||||||||||||||||
Other assets (1) |
32,992 | 22,346 | 12,796 | |||||||||||||||||||||||||||||||||
Total Assets |
$ | 970,163 | $ | 841,630 | $ | 804,968 | ||||||||||||||||||||||||||||||
INTEREST-BEARING LIABILITIES |
||||||||||||||||||||||||||||||||||||
Time deposits |
$ | 312,511 | $ | 9,742 | 3.12 | % | $ | 286,980 | $ | 12,216 | 4.26 | % | $ | 270,269 | $ | 12,675 | 4.69 | % | ||||||||||||||||||
Savings deposits |
238,618 | 2,670 | 1.12 | 186,022 | 2,964 | 1.59 | 166,840 | 3,334 | 2.00 | |||||||||||||||||||||||||||
Demand deposits |
101,470 | 314 | 0.31 | 97,401 | 468 | 0.48 | 97,362 | 547 | 0.56 | |||||||||||||||||||||||||||
Short term borrowings |
123,758 | 1,847 | 1.49 | 80,621 | 2,047 | 2.54 | 80,174 | 2,957 | 3.69 | |||||||||||||||||||||||||||
Long term borrowings |
45,543 | 1,974 | 4.33 | 49,261 | 2,252 | 4.57 | 50,536 | 2,380 | 4.70 | |||||||||||||||||||||||||||
Total Interest-Bearing Liabilities |
821,900 | 16,547 | 2.01 | 700,285 | 19,947 | 2.85 | 665,181 | 21,893 | 3.29 | |||||||||||||||||||||||||||
NONINTEREST-BEARING LIABILITIES
AND STOCKHOLDERS EQUITY |
||||||||||||||||||||||||||||||||||||
Demand deposits |
64,563 | 62,350 | 60,632 | |||||||||||||||||||||||||||||||||
Other Liabilities |
3,925 | 5,106 | 4,540 | |||||||||||||||||||||||||||||||||
Stockholders equity |
79,775 | 73,889 | 74,615 | |||||||||||||||||||||||||||||||||
Total Liabilities and
Stockholders Equity |
$ | 970,163 | $ | 841,630 | $ | 804,968 | ||||||||||||||||||||||||||||||
Net interest income and
interest rate spread |
$ | 34,944 | 3.71 | % | $ | 28,210 | 3.26 | % | $ | 25,445 | 2.91 | % | ||||||||||||||||||||||||
Net interest margin |
3.88 | % | 3.58 | % | 3.33 | % |
(1) | Non-accrual loans and overdraft deposits are included in other assets. | |
(2) | Includes unamortized discounts and premiums. Average balance and yield are computed using the average historical amortized cost. | |
(3) | Interest on loans includes fee income of $2.30 million, $1.86 million and $1.68 million for 2009, 2008 and 2007 respectively and is reduced by amortization of $1.54 million, $1.09 million and $1.12 million for 2009, 2008 and 2007 respectively. | |
(4) | Equity securities include restricted stock, which is included in other assets on the consolidated balance sheets. | |
(5) | For 2009, adjustments of $496 thousand and $1.22 million are made to tax equate income on tax exempt loans and tax exempt securities. For 2008, adjustments of $386 thousand, $1.32 million, and $32 thousand respectively are made to tax equate income on tax exempt loans, tax exempt securities and to reflect a dividends received deduction on equity securities. For 2007, adjustments of $350 thousand, $1.37 million, and $83 thousand respectively are made to tax equate income on tax exempt loans, tax exempt securities and to reflect a dividends received deduction on equity securities. These adjustments are based on a marginal federal income tax rate of 34%, less disallowances. |
12
RATE AND VOLUME ANALYSIS
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
The following table analyzes by rate and volume the dollar amount of changes in the components of
the interest differential:
2009 change from 2008 | 2008 change from 2007 | |||||||||||||||||||||||
Net | Change Due | Change Due | Net | Change Due | Change Due | |||||||||||||||||||
Change | To Volume | To Rate | Change | To Volume | To Rate | |||||||||||||||||||
TAX EQUIVALENT INTEREST INCOME |
||||||||||||||||||||||||
Loans |
$ | 2,779 | $ | 4,522 | $ | (1,743 | ) | $ | 148 | $ | 475 | $ | (327 | ) | ||||||||||
Taxable securities |
1,336 | 1,830 | (494 | ) | 1,046 | 632 | 414 | |||||||||||||||||
Tax-exempt securities |
(318 | ) | (398 | ) | 80 | (127 | ) | (160 | ) | 33 | ||||||||||||||
Equity securities |
(157 | ) | (128 | ) | (29 | ) | (244 | ) | (138 | ) | (106 | ) | ||||||||||||
Federal funds sold |
(306 | ) | 314 | (620 | ) | (4 | ) | 365 | (369 | ) | ||||||||||||||
Total interest income |
$ | 3,334 | $ | 6,140 | $ | (2,806 | ) | $ | 819 | $ | 1,174 | $ | (355 | ) | ||||||||||
INTEREST EXPENSE |
||||||||||||||||||||||||
Time deposits |
$ | (2,474 | ) | $ | 1,087 | $ | (3,561 | ) | $ | (459 | ) | $ | 784 | $ | (1,243 | ) | ||||||||
Savings deposits |
(294 | ) | 838 | (1,132 | ) | (370 | ) | 383 | (753 | ) | ||||||||||||||
Demand deposits |
(154 | ) | 20 | (174 | ) | (79 | ) | 0 | (79 | ) | ||||||||||||||
Short term borrowings |
(200 | ) | 1,095 | (1,295 | ) | (910 | ) | 16 | (926 | ) | ||||||||||||||
Long term borrowings |
(278 | ) | (170 | ) | (108 | ) | (128 | ) | (60 | ) | (68 | ) | ||||||||||||
Total interest expense |
$ | (3,400 | ) | $ | 2,870 | $ | (6,270 | ) | $ | (1,946 | ) | $ | 1,123 | $ | (3,069 | ) | ||||||||
Increase (decrease) in tax equivalent net interest income |
$ | 6,734 | $ | 3,270 | $ | 3,464 | $ | 2,765 | $ | 51 | $ | 2,714 | ||||||||||||
The amount of change not solely due to rate or volume changes was allocated between the
change due to rate and the change due to volume based on the relative size of the rate and
volume changes.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Managements discussion and analysis represents a review of the Companys consolidated
financial condition and results of operations. This review should be read in conjunction with the
consolidated financial statements and footnotes.
Forward Looking Statements
When used in this annual report, or in future filings with the Securities and Exchange
Commission, in press releases or other public or shareholder communications, or in oral statements
made with the approval of an authorized executive officer, the words or phrases will likely
result, are expected to, will continue, is anticipated, estimate, project, or similar
expressions are intended to identify forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors, which may cause the Companys actual results to be
materially different from those indicated. Such statements are subject to certain risks and
uncertainties including changes in economic conditions in the market areas the Company conducts
business, which could materially impact credit quality trends, changes in policies by regulatory
agencies, fluctuations in interest rates, demand for loans in the market areas the Company conducts
business, and competition, that could cause actual results to differ materially from historical
earnings and those presently anticipated or projected. The Company wishes to caution readers not to
place undue reliance on any such forward-looking statements, which speak only as of the date made.
The Company undertakes no obligation to publicly release the result of any revisions that may be
made to any forward-looking statements to reflect events or circumstances after the date of such
statements or to reflect the occurrence of anticipated or unanticipated events.
Results of Operations:
Comparison of Operating Results for the Years Ended December 31, 2009 and 2008.
The Companys net income totaled $5.842 million during 2009, compared to $5.665 million for
2008. On a per share basis, diluted earnings per share were $.44 as compared to $.43 diluted
earnings per share for 2008. Common comparative ratios for results of operations include the return
on average assets and return on average stockholders equity. For 2009 the return on average equity
was 7.32% compared to 7.67% for 2008. The return on average assets was .60% for 2009 and .67% for
2008.
The results for 2008 included $2.711 million in pre-tax charges recognized for
other-than-temporary impairment of securities, related mainly to Fannie Mae Series F preferred
stock held in the Companys investment portfolio. The current years impairment charge related to
equity securities amounted to $74 thousand pre-tax.
13
MANAGEMENTS DISCUSSION
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
Net interest income, the principal source of the Companys earnings, represents the difference
between interest income on interest-earning assets and interest expense on interest-bearing
liabilities. For 2009, taxable equivalent net interest income increased $6.734 million or 23.87%
from 2008. Interest-earning assets averaged $900.240 million during 2009 increasing $111.886
million or 14.19% compared to 2008. The Companys interest-bearing liabilities increased 17.37%
from $700.285 million in 2008 to $821.900 million in 2009.
The Company finances its earning assets with a combination of interest-bearing and
interest-free funds. The interest-bearing funds are composed of deposits, short-term borrowings and
long-term debt. Interest paid for the use of these funds is the second factor in the net interest
income equation. Interest-free funds, such as demand deposits and stockholders equity, require no
interest expense and, therefore, contribute significantly to net interest income.
The profit margin, or spread, on invested funds is a key performance measure. The Company
monitors two key performance indicators net interest spread and net interest margin. The net
interest spread represents the difference between the average rate earned on interest-earning
assets and the average rate paid on interest-bearing liabilities. The net interest spread in 2009
was 3.71% increasing from 3.26% in 2008. The net interest margin represents the overall profit
margin: net interest income as a percentage of total interest-earning assets. This performance
indicator gives effect to interest earned for all investable funds including the substantial volume
of interest-free funds. For 2009 the net interest margin, measured on a fully taxable equivalent
basis increased to 3.88%, compared to 3.58% in 2008.
Total taxable equivalent interest income was $51.491 million for 2009, which is $3.334 million
more than the $48.157 million reported in 2008. This increase is primarily the result of growth in
the level of average earning assets, increasing 14.19% during 2009. Average loans increased $65.958
million or 12.79% in 2009, but the yields decreased from 6.86% in 2008 to 6.56% in 2009. Income
from securities and federal funds increased $555 thousand or 4.33% in 2009, but the Company saw its
yields on these assets decrease from 4.70% in 2008 to 4.19% in 2009. The average balance of
investment securities and federal funds sold increased 16.84% in 2009, mainly due to increases in
customer deposits.
Total interest expense amounted to $16.547 million for 2009, an 17.05% decrease from $19.947
million reported in 2008. The decrease in 2009 is the result of lower rates of interest paid on
interest-bearing deposits and repurchase agreements. The cost of interest-bearing liabilities
decreased from 2.85% in 2008 to 2.01% in 2009.
Management will continue to evaluate future changes in interest rates and the shape of the
treasury yield curve so that assets and liabilities may be priced accordingly to minimize the
impact on the net interest margin.
Other Income
Total other income, excluding pre-tax impairment charges discussed on page 13, increased by
$4.134 million in 2009. Most of this increase is due to an addition of $3.469 million of trust
income. During 2009, the Company completed an acquisition of Butler Wick Trust Company, now known
as Farmers Trust Company. The acquisition of the Trust Company gives the Company the ability to
provide investment, trust and estate services to private individuals and small corporate clients
with a high level of attention and confidentiality. This addition to the Company significantly
complements core retail banking and asset management.
Other income was also impacted by gains on the sales of securities. Security gains were $1.017
million in 2009 compared to $474 thousand in 2008.
Other Expenses
Total other expenses for 2009 increased 41.13% or $8.642 million from 2008, and was mainly the
result of an increase of $3.52 million in salaries and employee benefits, $1.36 million in FDIC insurance premiums, $453
thousand in merger costs and $449 thousand in amortization associated with the Trust Company
acquisition. Most of the $3.52 million increase in salaries and employee benefits can be attributed
to increases of $2.56 million in salaries and $561 thousand in employee health insurance expense.
Below is a detail of non-interest expense line items classified between the total Company, the
Company without Trust, and the Trust Company for the year ending December 31, 2009. The Company
purchased the Trust Company on March 31, 2009, subsequently only nine months of Trust non-interest
expense is detailed in the following table:
For the Year Ended December 31, 2009 | ||||||||||||
Total | Company | |||||||||||
Noninterest expense | Company | without Trust | Trust | |||||||||
Salaries and employee benefits |
$ | 15,145 | $ | 13,073 | $ | 2,072 | ||||||
Occupancy and equipment |
3,538 | 3,195 | 343 | |||||||||
State and local taxes |
930 | 883 | 47 | |||||||||
Professional fees |
1,020 | 984 | 36 | |||||||||
Advertising |
595 | 571 | 24 | |||||||||
FDIC insurance |
1,543 | 1,543 | 0 | |||||||||
Merger related costs |
453 | 453 | 0 | |||||||||
Intangible amortization |
449 | 0 | 449 | |||||||||
Other operating expenses |
5,982 | 5,553 | 429 | |||||||||
Total noninterest expense |
$ | 29,655 | $ | 26,255 | $ | 3,400 | ||||||
The Companys tax equivalent efficiency ratio increased from 63.02% in 2008 to 67.00% in 2009.
The efficiency ratio was adversely impacted by the merger expenses and FDIC insurance expenses
disclosed in the table above. The efficiency ratio is calculated as follows: non-interest expense
divided by the sum of tax equivalent net interest income plus non-interest income, excluding
security gains and losses and intangible amortization. This ratio is a measure of the expense
incurred to generate a dollar of revenue. Management will continue to closely monitor and keep the
increases in other expenses to a minimum.
14
MANAGEMENTS DISCUSSION
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
Income Taxes
Income tax expense totaled $1.069 million for 2009 and $987 thousand for 2008. Income taxes
are computed using the appropriate effective tax rates for each period. The effective tax rates are
less than the statutory tax rate primarily due to nontaxable interest and dividend income. The
effective income tax rate was 15% for the periods ending 2009 and 2008. Refer to Note N to the
consolidated financial statements for additional information regarding the effective tax rate.
Comparison of Operating Results for the Years Ended December 31, 2008 and 2007.
The Companys net income totaled $5.7 million during 2008 compared to $5.9 million for 2007.
On a per share basis, diluted earnings per share was $.43 for 2008 as compared to $.46 for 2007.
For 2008, the return on average equity was 7.67% as compared to 7.95% for 2007. The return on
average assets was .67% for 2008 and .74% for 2007. For 2008, taxable equivalent net interest
income increased $2.765 million or 10.87% more than 2007. Interest-earning assets averaged $788.354
million during 2008 increasing $24.725 million or 3.24% compared to 2007. For 2008 the net interest
margin, measured on a fully taxable equivalent basis was 3.58% in comparison to 3.33% for 2007. The
results for 2008 included a pre-tax charge of $2.711 million recognized for other-than-temporary
impairment of securities, compared to $873 thousand of impairment charges recognized in 2007.
Total taxable equivalent interest income was $48.157 million for 2008 which was $819 thousand
more than the $47.338 million reported in 2007. This moderate increase was primarily the result of
an increase in the level of average earning assets, increasing 3.24% from $763.629 million in 2007
to $788.354 million in 2008. Average loan balances increased $6.859 million or 1.35% but the yields
decreased from 6.92% in 2007 to 6.86% in 2008. Income from securities and federal funds sold
increased $671 thousand or 5.53% in 2008, but the Company saw its yields on these assets decrease
from 4.76% in 2007 to 4.70% in 2008. The average balances of investment securities and federal
funds sold increased 7.01% in 2008, mainly due to increases in customer deposits.
Total interest expense amounted to $19.947 million for 2008, an 8.89% decrease from $21.893
million reported in 2007. The decrease in 2008 is the result of lower rates of interest paid on a
lower level of interest-bearing deposits and repurchase agreements. The cost of interest-bearing
liabilities decreased from 3.29% in 2007 to 2.85% in 2008.
Other Income
Total other income in 2008, excluding an $2.711 million pre-tax impairment charge, increased
by $47 thousand. This increase is primarily due to a $466 thousand increase in bank-owned life
insurance income offset by a decrease in security gains. Security gains were $474 thousand in 2008
compared to $771 thousand in 2007.
Other Expenses
Total other expenses for 2008 increased 3.10% or $631 thousand from 2007. Most of this
increase resulted from higher occupancy and equipment expense, as well as other operating expenses,
which increased 6.98% and 10.26% respectively. Salaries and employee benefits decreased $106
thousand, mainly as a result of fewer full time equivalent employees. The Companys tax-equivalent
efficiency ratio improved from 68.00% in 2007 to 63.02% in 2008. The efficiency ratio was favorably
impacted by the $2.765 million increase in tax equivalent net interest income, while keeping
noninterest expenses to a modest increase of $631 thousand.
Income Taxes
Income tax expense totaled $987 thousand for 2008 and $1.176 million for 2007. The effective
income tax rate was 15% and 17% for the periods ending 2008 and 2007, respectively.
Market Risk
Important considerations in asset/liability management are liquidity, the balance between
interest rate sensitive assets and liabilities and the adequacy of capital. Interest rate sensitive
assets and liabilities are those which have yields on rates subject to change within a future time
period due to maturity of the instrument or changes in market rates. While liquidity management
involves meeting the funds flow requirements of the Company, the management of interest rate
sensitivity focuses on the structure of these assets and liabilities with respect to maturity and
repricing characteristics. Balancing interest rate sensitive assets and liabilities provides a
means of tempering fluctuating interest rates and maintaining net interest margins through periods
of changing interest rates. The Company monitors interest rate sensitive assets and liabilities to
determine the overall interest rate position over various time frames.
The Company considers the primary market exposure to be interest rate risk. Simulation
analysis is used to monitor the Companys exposure to changes in interest rates, and the effect of
the change to net interest income. The following table shows the effect on net interest income and
the net present value of equity in the event of a sudden and sustained 200 basis point increase or
decrease in market interest rates:
Changes In Interest Rate | 2009 | 2008 | ALCO | |||||||||
(basis points) | Result | Result | Guidelines | |||||||||
Net Interest Income Change |
||||||||||||
+200 |
-6.41 | % | -5.66 | % | 15.00 | % | ||||||
-200 |
-2.09 | % | 2.11 | % | 15.00 | % | ||||||
Net Present Value Of Equity Change |
||||||||||||
+200 |
-6.32 | % | -7.41 | % | 20.00 | % | ||||||
-200 |
-31.98 | % | -7.35 | % | 20.00 | % |
15
MANAGEMENTS DISCUSSION
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
It should be noted that the change in the net present value of equity exceeded policy when the
simulation model assumed a sudden decrease in rates of 200 basis points (2%). This primarily
because the positive impact on the fair value of assets would not be as great as the negative
impact on the fair value of certain liabilities. Specifically, because core deposits typically bear
relatively low interest rates, their fair value would be negatively impacted as the rates could not
be adjusted by the full extent of the sudden decrease in rates. Management does not believe that a
200 basis rate decline is realistic in the current interest rate environment. The remaining results
of this analysis comply with internal limits established by the Company. A report on interest rate
risk is presented to the Board of Directors and the Asset/Liability Committee on a quarterly basis.
The Company has no market risk sensitive instruments held for trading purposes, nor does it hold
derivative financial instruments, and does not plan to purchase these instruments in the near
future.
With the largest amount of interest sensitive assets and liabilities maturing within twelve
months, the Company monitors this area most closely. Early withdrawal of deposits, prepayments of
loans and loan delinquencies are some of the factors that can impact actual results in comparison
to our simulation analysis. In addition, changes in rates on interest sensitive assets and
liabilities may not be equal, which could result in a change in net margin.
Interest rate sensitivity management provides some degree of protection against net interest
income volatility. It is not possible or necessarily desirable to attempt to eliminate this risk
completely by matching interest sensitive assets and liabilities. Other factors, such as market
demand, interest rate outlook, regulatory restraint and strategic planning also have an effect on
the desired balance sheet structure.
Liquidity
The Company maintains, in the opinion of management, liquidity sufficient to satisfy
depositors requirements and meet the credit needs of customers. The Company depends on its ability
to maintain its market share of deposits as well as acquiring new funds. The Companys ability to
attract deposits and borrow funds depends in large measure on its profitability, capitalization and
overall financial condition.
Principal sources of liquidity for the Company include assets considered relatively liquid
such as short-term investment securities, federal funds sold and cash and due from banks.
Along with its liquid assets, the Company has additional sources of liquidity available which
help to insure that adequate funds are available as needed. These other sources include, but are
not limited to, loan repayments, the ability to obtain deposits through the adjustment of interest
rates and the purchasing of federal funds and borrowings on approved lines of credit at three major
domestic banks. At December 31, 2009, the Company had not borrowed against these lines of credit.
Management feels that its liquidity position is more than adequate and will continue to monitor the
position on a monthly basis. The Company also has additional borrowing capacity with the Federal
Home Loan Bank of Cincinnati (FHLB), as well as access to the Federal Reserve Discount Window,
which provides an additional source of funds. The Company views its membership in the FHLB as a
solid source of liquidity. As of December 31, 2009, the Bank is eligible to borrow an additional
$60.2 million from the FHLB under various fixed rate and variable rate credit facilities. Advances
outstanding from the Federal Home Loan Bank at December 31, 2009 amounted to $26.9 million.
The primary investing activities of the Company are originating loans and purchasing
securities. During 2009, net cash used in investing activities amounted to $105.66 million compared
to $89.33 million used in 2008. Net increases in loans were $62.22 million in 2009 compared to
$39.40 million in 2008. Purchases of securities available for sale were $126.52 million in 2009
compared to $141.65 million in 2008. Proceeds from maturities and sales of securities available
for sale were $92.90 million in 2009 compared to $92.22 million in 2008.
The primary financing activities of the Company are obtaining deposits, repurchase agreements
and other borrowings. Net cash provided by financing activities amounted to $127.36 million for
2009 compared to $74.42 million in 2008. Most of this change is a result of the net increase in
deposits. Deposits increased $129.54 million in 2009 compared to a $54.58 million in 2008.
Short-term borrowings increased $20.47 million in 2009 compared to $31.26 million in 2008.
Financial Condition
Total Assets increased $134.44 million or 15.27% since December 31, 2008. Average earning
assets also increased by $111.89 million since 2008. The increase in assets is mainly the result of
increases in deposit balances. Total Liabilities increased $130.91 million or 16.30% since December
31, 2008. Average interest-bearing liabilities also increased $121.62 million from 2008 to 2009.
16
MANAGEMENTS DISCUSSION
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
LOAN PORTFOLIO
Maturities and Sensitivities of Loans to Interest Rates
The following schedule shows the composition of loans and the percentage of loans in each
category at the dates indicated:
Years Ended December 31, | 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||||||||||||||||||||||
Commercial, Financial and Agricultural |
$ | 75,893 | 12.5 | % | $ | 70,410 | 12.7 | % | $ | 45,844 | 8.9 | % | $ | 40,698 | 8.0 | % | $ | 38,722 | 7.6 | % | ||||||||||||||||||||
Commercial Real Estate |
215,917 | 35.4 | 195,244 | 35.4 | 193,187 | 37.6 | 181,128 | 35.6 | 164,936 | 32.2 | ||||||||||||||||||||||||||||||
Residential Real Estate |
180,877 | 29.7 | 173,246 | 31.4 | 170,006 | 33.1 | 169,937 | 33.5 | 165,386 | 32.3 | ||||||||||||||||||||||||||||||
Consumer |
136,708 | 22.4 | 113,105 | 20.5 | 105,069 | 20.4 | 116,425 | 22.9 | 142,870 | 27.9 | ||||||||||||||||||||||||||||||
Total Loans |
$ | 609,395 | 100.0 | % | $ | 552,005 | 100.0 | % | $ | 514,106 | 100.0 | % | $ | 508,188 | 100.0 | % | $ | 511,914 | 100.0 | % | ||||||||||||||||||||
The following schedule sets forth maturities based on remaining scheduled repayments of
principal for commercial and commercial real estate loans listed above as of December 31, 2009:
Types of Loans | 1 Year or less | 1 to 5 Years | Over 5 Years | |||||||||
Commercial and Commercial Real Estate |
$ | 38,872 | $ | 36,304 | $ | 216,634 | ||||||
The amounts of commercial and commercial real estate loans as of December 31, 2009, based on
remaining scheduled repayments of principal, are shown in the following table:
Loan Sensitivities | 1 Year or less | Over 1 Year | Total | |||||||||
Floating or Adjustable Rates of Interest |
$ | 29,470 | $ | 180,241 | $ | 209,711 | ||||||
Fixed Rates of Interest |
9,402 | 72,697 | 82,099 | |||||||||
Total Loans |
$ | 38,872 | $ | 252,938 | $ | 291,810 | ||||||
Total loans were $609.395 million at year-end 2009 compared to $552.005 million at year-end
2008. This represents an increase of 10.40%. Loans comprised 64.61% of the Banks average earning
assets in 2009, compared to 65.41% in 2008. The product mix in the Loan Portfolio includes
Commercial Loans comprising 12.5%, Residential Real Estate Loans 29.7%, Commercial Real Estate
Loans 35.4% and Consumer Loans 22.4% at December 31, 2009 compared with 12.7%, 31.4%, 35.4% and
20.5%, respectively, at December 31, 2008.
Loans contributed 74.1% of total taxable equivalent interest income in 2009 and 73.4% in 2008.
Loan yield was 6.56% in 2009, 84 basis points greater than the average rate for total earning
assets. Management recognizes that while the Loan Portfolio holds some of the Banks highest
yielding assets, it is inherently the most risky portfolio. Accordingly, management attempts to
balance credit risk versus return with conservative credit standards. Management has developed and
maintains comprehensive underwriting guidelines and a loan review function that monitors credits
during and after the approval process. To minimize risks associated with changes in the borrowers
future repayment capacity, the Bank generally requires scheduled periodic principal and interest
payments on all types of loans and normally requires collateral.
Consumer Loans increased from $113.105 million on December 31, 2008 to $136.708 million on
December 31, 2009 representing a 20.87% increase.
Management continues to target the automobile dealer network to purchase indirect Installment
Loans. Dealer paper was purchased using strict underwriting guidelines with an emphasis on quality.
Indirect Loans comprise 90.8% of the Consumer Loan Portfolio. Net loan losses in the Consumer Loan
portfolio have increased to $833 thousand in 2009 as compared to $409 thousand in 2008.
Residential Real Estate Mortgage Loans increased 4.40% to $180.877 million at December 31,
2009, compared to $173.246 million in 2008. Commercial Real Estate Loans increased from $195.244
million in 2008 to $215.917 million in 2009. The Company originated both fixed rate and adjustable
rate mortgages during 2009. Fixed rate terms are generally limited to fifteen year terms while
adjustable rate products are offered with maturities up to thirty years.
Commercial Loans at December 31, 2009 increased 7.79% from year-end 2008 with outstanding
balances of $75.893 million. The Banks commercial loans are granted to customers within the
immediate trade area of the Bank. The mix is diverse, covering a wide range of borrowers, business
types and local municipalities. The Bank monitors and controls concentrations within a particular
industry or segment of the economy. These loans are made for purposes such as equipment purchases,
capital and leasehold improvements, the purchase of inventory, general working capital and small
business lines of credit.
17
MANAGEMENTS DISCUSSION
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
SUMMARY OF LOAN LOSS EXPERIENCE
The following is an analysis of the allowance for loan losses for the periods indicated:
Years Ended December 31, | 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||
Balance at Beginning of Year |
$ | 5,553 | $ | 5,459 | $ | 5,594 | $ | 5,860 | $ | 6,144 | ||||||||||
Charge-Offs: |
||||||||||||||||||||
Commercial, Financial and Agricultural |
(911 | ) | (94 | ) | (48 | ) | (19 | ) | (25 | ) | ||||||||||
Commercial Real Estate |
(2,389 | ) | (767 | ) | (385 | ) | (9 | ) | (78 | ) | ||||||||||
Residential Real Estate |
(251 | ) | (75 | ) | (67 | ) | (181 | ) | (25 | ) | ||||||||||
Consumer |
(1,248 | ) | (795 | ) | (612 | ) | (850 | ) | (1,631 | ) | ||||||||||
Total Charge-Offs |
(4,799 | ) | (1,731 | ) | (1,112 | ) | (1,059 | ) | (1,759 | ) | ||||||||||
Recoveries on Previous Charge-Offs: |
||||||||||||||||||||
Commercial, Financial and Agricultural |
2 | 19 | 3 | 24 | 276 | |||||||||||||||
Commercial Real Estate |
178 | 0 | 0 | 2 | 0 | |||||||||||||||
Residential Real Estate |
1 | 0 | 5 | 0 | 0 | |||||||||||||||
Consumer |
415 | 386 | 399 | 567 | 550 | |||||||||||||||
Total Recoveries |
596 | 405 | 407 | 593 | 826 | |||||||||||||||
Net Charge-Offs |
(4,203 | ) | (1,326 | ) | (705 | ) | (466 | ) | (933 | ) | ||||||||||
Provision for Loan Losses |
6,050 | 1,420 | 570 | 200 | 649 | |||||||||||||||
Balance at End of Year |
$ | 7,400 | $ | 5,553 | $ | 5,459 | $ | 5,594 | $ | 5,860 | ||||||||||
Ratio of Net Charge-Offs to Average
Loans Outstanding |
0.71 | % | 0.26 | % | 0.14 | % | 0.09 | % | 0.19 | % |
Provisions charged to operations amounted to $6.05 million in 2009 compared to $1.42 million
in 2008. The provision for loan losses charged to operating expense is based on managements
judgment after taking into consideration all factors connected with the collectibility of the
existing loan portfolio. Management evaluates the loan portfolio in light of economic conditions,
changes in the nature and volume of the loan portfolio, industry standards and other relevant
factors. Specific factors considered by management in determining the amounts charged to operating
expenses include previous charge-off experience, the status of past due interest and principal
payments, the quality of financial information supplied by loan customers and the general condition
of the industries in the community to which loans have been made.
The allowance for loan losses increased $1.847 million during the year. The primary reason for
the increase in the current year was the increase in allocations made for loans individually
identified as impaired. At December 31, 2009, loans considered to be impaired totaled $13.50
million with an allowance allocation of $2.058 million. At the end of 2008, loans considered to be
impaired were $2.64 million with an allowance allocation of $555 thousand. Loans individually
identified as impaired include nonaccrual commercial and commercial real estate loans and loans
with their contractual terms modified such that they represent troubled debt restructurings.
Impaired loans are carried at the fair value of the underlying collateral, less estimated
disposition costs, if repayment of the loan is expected to be solely dependent on the sale of the
collateral. Otherwise, impaired loans are carried at the present value of expected cash flows.
The valuation of collateral-dependent impaired loans is a challenging component of our
financial reporting process due to the timing of when a loan is identified as impaired and the need
to timely close the Companys books for a given period. Typically, commercial and commercial real
estate loans are identified as impaired when they become ninety days past due, or earlier if
management believes it is probable that the Company will not collect all amounts due under the
terms of the loan agreement. When we identify a loan as impaired and also conclude that the loan is
collateral dependent, we perform an internal collateral valuation as an interim measure. We
typically obtain an external appraisal to validate our internal collateral valuation as soon as is
practical. To the extent that an external appraisal returns a value estimate that is materially
different from our internally generated estimate before the release of our interim or annual
financial statements, we would adjust the associated specific loss reserve and, if necessary, the
Companys consolidated financial statements for the difference.
The allowance for loan losses increased otherwise during the year due to continued adverse
economic conditions and negative asset quality indicators in our loan portfolio. The ratio of
nonperforming loans to total loans increased from .97% at December 31, 2008 to 1.66% at December
31, 2009. As of December 31, 2009, total non-performing loans were $10.10 million, compared to
$5.34 million at the end of 2008. The ratio of the allowance for loan losses to non-performing
loans at December 31, 2009 was 73.25%, compared to 104.05% at December 31, 2008. The increase in
non-performing loans is primarily due to the classification of certain commercial real estate and
land development loans that are in default according to the terms of the contract. The balance in
the allowance for loan losses is $7.400 million or 1.21% of loans at December 31, 2009. This ratio
has increased from the 1.01% reported at December 31, 2008.
18
MANAGEMENTS DISCUSSION
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
NONPERFORMING ASSETS
December 31, | 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||
Nonaccrual loans: |
||||||||||||||||||||
Commercial, Financial and Agricultural |
$ | 1,504 | $ | 342 | $ | 0 | $ | 38 | $ | 40 | ||||||||||
Commercial Real Estate |
5,677 | 2,820 | 975 | 171 | 249 | |||||||||||||||
Residential Real Estate |
2,281 | 1,485 | 975 | 975 | 1,091 | |||||||||||||||
Consumer |
172 | 128 | 77 | 101 | 90 | |||||||||||||||
Total Nonaccrual Loans |
$ | 9,634 | $ | 4,775 | $ | 2,027 | $ | 1,285 | $ | 1,470 | ||||||||||
Loans Past Due 90 Days or More |
469 | 562 | 334 | 437 | 547 | |||||||||||||||
Total Nonperforming Loans |
$ | 10,103 | $ | 5,337 | $ | 2,361 | $ | 1,722 | $ | 2,017 | ||||||||||
Other Real Estate Owned |
374 | 65 | 0 | 0 | 92 | |||||||||||||||
Total Nonperforming Assets |
$ | 10,477 | $ | 5,402 | $ | 2,361 | $ | 1,722 | $ | 2,109 | ||||||||||
Loans modified in troubled debt restructuring (1) |
$ | 5,440 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||
Percentage of Nonperforming Loans to Loans |
1.66 | % | 0.97 | % | 0.46 | % | 0.34 | % | 0.39 | % | ||||||||||
Percentage of Nonperforming Assets to Total Assets |
1.03 | % | 0.61 | % | 0.30 | % | 0.21 | % | 0.25 | % |
(1) | Not included in nonaccrual loans |
Interest income from loans would have been $38.339 million if all loans had been current in
accordance with their original terms.
Net
charge-offs as a percentage of average loans outstanding increased
from .26% for 2008 to .71% for 2009. The Companys net charge-offs were primarily concentrated in commercial, commercial
real estate and consumer loans. The net losses in commercial loans accounted for 21.6% of the total
net losses, commercial real estate loans accounted for 52.6% of the total net losses, and the
consumer loans represented 19.8% of the total.
A significant allocation in our allowance for loan losses is for performing commercial and
commercial real estate loans classified by our internal loan review as substandard. Substandard
loans are those that exhibit one or more structural weaknesses and there is a distinct possibility
that the Bank will suffer a loss on the loan unless the weakness is corrected. Our loss experience
on the average balance of this category of loans for the past two years has been approximately
9.27% of the principal balance of these loans, which is managements allocation for these loans.
This equates to an allocation of approximately $1.99 million at the end of 2009 compared to an
allocation of $2.16 million at the end of 2008. The allocation decreased primarily due to a
reduction in the balance of these loans. Our actual loss experience may be more or less than the
amount allocated. At December 31, 2009, the amount of substandard loans that continue to accrue
interest is $22.88 million. As always, management is working to address weaknesses in each of these
specific loans that may result in loss.
The allowance is allocated among the loan categories based upon the consistent, quarterly
procedures determined by management. However, the entire allowance for loan losses is available to
absorb future losses in any loan category. The following table details the allocation of the
allowance for loan losses at December 31:
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||||||||||||||||||||||
Loans | Loans | Loans | Loans | Loans | ||||||||||||||||||||||||||||||||||||
to Total | to Total | to Total | to Total | to Total | ||||||||||||||||||||||||||||||||||||
December 31, | Amount | Loans | Amount | Loans | Amount | Loans | Amount | Loans | Amount | Loans | ||||||||||||||||||||||||||||||
Commercial, Financial
and Agricultural |
$ | 1,738 | 12.5 | % | $ | 933 | 12.7 | % | $ | 506 | 8.9 | % | $ | 302 | 8.0 | % | $ | 439 | 7.6 | % | ||||||||||||||||||||
Residential Real Estate |
328 | 29.7 | % | 696 | 31.4 | % | 1,026 | 33.1 | % | 1,084 | 33.5 | % | 1,528 | 32.3 | % | |||||||||||||||||||||||||
Commercial Real Estate |
4,111 | 35.4 | % | 3,126 | 35.4 | % | 2,956 | 37.6 | % | 2,910 | 35.6 | % | 1,660 | 32.2 | % | |||||||||||||||||||||||||
Consumer |
1,223 | 22.4 | % | 798 | 20.5 | % | 971 | 20.4 | % | 1,298 | 22.9 | % | 2,233 | 27.9 | % | |||||||||||||||||||||||||
$ | 7,400 | 100.0 | % | $ | 5,553 | 100.0 | % | $ | 5,459 | 100.0 | % | $ | 5,594 | 100.0 | % | $ | 5,860 | 100.0 | % | |||||||||||||||||||||
19
MANAGEMENTS DISCUSSION
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
The allowance allocated to each of the four loan categories should not be interpreted as an
indication that charge-offs in 2010 will occur in the same proportions or that the allocation
indicates future charge-off trends. The allowance allocated to the one-to-four family real estate
loan category and the consumer loan category is based upon the Companys allowance methodology for
homogeneous loans, and increases and decreases in the balances of those portfolios. In previous
years, the indirect installment loan category has represented the largest percentage of loan
losses. The one-to-four family real estate loan category represents approximately 29.7% of total
loans, but historically has represented a very small percentage of loan losses. For the commercial
loan category, which represents only 12.5% of the total loan portfolio, management relies on the
Banks internal loan review procedures and allocates accordingly based on loan classifications. The
commercial real estate loan category represents 35.4% of the total loan portfolio.
LOAN COMMITMENTS AND LINES OF CREDIT
In the normal course of business, the Bank has extended various commitments for credit.
Commitments for mortgages, revolving lines of credit and letters of credit generally are extended
for a period of one month up to one year. Normally no fees are charged on any unused portion.
Normally, an annual fee of two percent is charged for the issuance of a letter of credit.
As of December 31, 2009, there were no concentrations of loans exceeding 10% of total loans
that are not disclosed as a category of loans. As of that date also, there were no other
interest-earning assets that are either nonaccrual, past due, restructured or non-performing.
INVESTMENT SECURITIES
The investment securities portfolio increased $37.763 million in 2009. Increases in deposits
and securities sold under repurchase agreements that were in excess of loan growth were
strategically invested. The Company also sold $26.185 million in securities in 2009, resulting in
net security gains of $1.017 million.
Our objective in managing the investment portfolio is to preserve and enhance corporate
liquidity through investment in primarily short and intermediate term securities which are readily
marketable and of the highest credit quality. In general, investment in securities is limited to
those funds the Bank feels it has in excess of funds used to satisfy loan demand and operating
considerations.
Mortgage-backed securities are created by the pooling of mortgages and issuance of a security.
Mortgage-backed securities typically represent a participation interest in a pool of single-family
or multi-family mortgages. Investments in mortgage-backed securities involve a risk that actual
principal prepayments will be greater than estimated prepayments over the life of the security.
Prepayment estimates for mortgage-backed securities are performed at purchase to ensure that
prepayment assumptions are reasonable considering the underlying collateral for the mortgage-backed
securities at issue and current mortgage interest rates and to determine the yield and estimated
maturity of the mortgage-backed security portfolio. Prepayments that are faster than anticipated
may shorten the life of the security and may result in faster amortization of any premiums paid
and thereby reduce the net yield on such securities. During periods of declining mortgage interest
rates, refinancing generally increases and accelerates the prepayment of the underlying mortgages
and the related security. All holdings of mortgage-backed securities were issued by U.S. Government
sponsored enterprises.
The following table shows the book value of investment securities
by type of obligation at the dates indicated:
TYPE
December 31, | 2009 | 2008 | 2007 | |||||||||
U.S. Treasury Securities |
$ | 101 | $ | 800 | $ | 800 | ||||||
U.S. Government sponsored
enterprise debt securities |
99,732 | 43,881 | 56,076 | |||||||||
Mortgage-backed securities |
145,580 | 165,822 | 88,825 | |||||||||
Obligations of States and
Political Subdivisions |
63,432 | 60,906 | 71,395 | |||||||||
Other Securities |
523 | 196 | 3,055 | |||||||||
$ | 309,368 | $ | 271,605 | $ | 220,151 | |||||||
A summary of debt securities held at December 31, 2009 classified according to maturity and
including weighted average yield for each range of maturities is set forth below:
December 31, 2009 | ||||||||
Weighted | ||||||||
Fair | Average | |||||||
Type and Maturity Grouping | Value | Yield (1) | ||||||
U.S. Treasury Securities |
||||||||
Maturing Within One Year |
$ | 101 | 0.46 | % | ||||
U.S. Government Sponsored Enterprise |
||||||||
Debt Securities |
||||||||
Maturing Within One Year |
$ | 1,714 | 2.41 | % | ||||
Maturing After One Year But Within Five Years |
81,857 | 2.84 | % | |||||
Maturing After Five Years But Within Ten Years |
6,023 | 3.88 | % | |||||
Maturing After Ten Years |
10,138 | 4.71 | % | |||||
Total U.S. Government Sponsored
Enterprise Debt Securities |
$ | 99,732 | 3.08 | % | ||||
Mortgage-Backed Securities (2) |
||||||||
Maturing Within One Year |
$ | 33,523 | 4.12 | % | ||||
Maturing After One Year But Within Five Years |
55,424 | 4.46 | % | |||||
Maturing After Five Years But Within Ten Years |
25,439 | 4.56 | % | |||||
Maturing After Ten Years |
31,194 | 4.09 | % | |||||
Total Mortgage-Backed Securities: |
$ | 145,580 | 4.32 | % | ||||
Obligations of States and Political Subdivisions |
||||||||
Maturing Within One Year |
$ | 1,748 | 5.65 | % | ||||
Maturing After One Year But Within Five Years |
11,237 | 5.64 | % | |||||
Maturing After Five Years But Within Ten Years |
29,754 | 6.03 | % | |||||
Maturing After Ten Years |
20,693 | 6.37 | % | |||||
Total Obligations of States and
Political Subdivisions |
$ | 63,432 | 6.07 | % | ||||
Corporate Debt Securities |
||||||||
Maturing After One Year But Within Five
Years |
$ | 264 | 5.00 | % | ||||
(1) | The weighted average yield has been computed by dividing the total contractual interest income adjusted for amortization of premium or accretion of discount over the life of the security by the par value of the securities outstanding. The weighted average yield of tax-exempt obligations of states and political subdivisions has been calculated on a fully taxable equivalent basis. The amounts of adjustments to interest which are based on the statutory tax rate of 35% were $19 thousand, $116 thousand, $356 thousand and $777 thousand for the four ranges of maturities. | |
(2) | Payments based on contractual maturity. |
20
MANAGEMENTS DISCUSSION
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
Deposits
Deposits represent the Companys principal source of funds. The deposit base consists of
demand deposits, savings and money market accounts and other time deposits. During the year, the
Companys average total deposits increased 13.34% from $632.753 million in 2008 to $717.162 million
in 2009. Money market account balances have increased $65.66 million since December 31, 2008. Total
time deposits have also increased $42.39 million since 2008 as customers have moved investment
dollars out of the equity markets seeking safety and liquidity. The Company prices deposit rates to
remain competitive within the market and to retain customers.
Bank Owned Life Insurance
The Company owns bank owned life insurance policies on the lives of certain members of
management. The purpose of this transaction is to help fund the costs of employee benefit plans.
The cash surrender value of these policies is $11.438 million at December 31, 2009 compared to
$11.021 million at December 31, 2008.
Borrowings
Short-term borrowings increased $20.48 million or 19.4% since December 31, 2008. Most of this
increase resulted from securities sold under repurchase agreements, increasing $40.44 million, or
48.2%. Long-term borrowings decreased $19.30 million or 41.53%, mainly as a result of prepayment of
Federal Home Loan Bank advances. The purpose of the prepayment was to facilitate the sale of
certain securities which resulted in realized gains of approximately $510 thousand.
Contractual Obligations, Commitments, Contingent Liabilities and Off-Balance Sheet Arrangements
The following table presents, as of December 31, 2009, the Companys significant fixed and
determinable contractual obligations by payment date. The payment amounts represent those amounts
contractually due to the recipient and do not include any unamortized premiums or discounts or
other similar carrying value adjustments. Further discussion of the nature of each obligation is
included in referenced note to the consolidated financial statements.
Commitments | Note | There- | ||||||||||||||||||||||||
12/31/2009 | Ref. | 2010 | 2011 | 2012 | 2013 | 2014 | after | |||||||||||||||||||
Deposits without
maturity |
| $ | 452,478 | | | | | | ||||||||||||||||||
Certificates
of deposit |
G | 233,309 | 45,650 | 17,539 | 8,644 | 17,625 | 2,307 | |||||||||||||||||||
Repurchase
agreements |
H | 124,313 | | | | | | |||||||||||||||||||
Other short-term
borrowed funds |
H | 1,599 | | | | | | |||||||||||||||||||
Federal Home Loan
Bank advances |
I | 1,135 | 2,487 | 865 | 820 | 11,367 | 10,249 | |||||||||||||||||||
Other long-term
borrowed funds |
I | 56 | 60 | 65 | 64 | | | |||||||||||||||||||
Operating leases |
E | 61 | 61 | 61 | 61 | 48 | |
Note J to the consolidated financial statements discusses in greater detail other commitments
and contingencies and the various obligations that exists under those agreements. Examples of these
commitments and contingencies include commitments to extend credit and standby letters of credit.
At December 31, 2009 the Company had no unconsolidated, related special purpose entities, nor
did the Company engage in derivatives and hedging contracts, such as interest rate swaps, that may
expose the Company to liabilities greater than the amounts recorded on the consolidated balance
sheet. Managements policy is to not engage in derivatives contracts for speculative trading
purposes.
Capital Resources
Total Stockholders Equity increased 4.6% from $77.102 million at December 31, 2008 to $80.628
million in 2009. During 2009, the mark to market adjustment to securities increased accumulated
other comprehensive income by $1.05 million. During the year, the Company issued 289 thousand
shares through the dividend reinvestment program.
The Bank, as a national bank, is subject to the dividend restrictions set forth by the
Comptroller of the Currency. The Comptroller of the Currency must approve declaration of any
dividends in excess of the sum of profits for the current year and retained net profits for the
preceding two years (as defined). The Bank and the Company are required to maintain minimum amounts
of capital to total risk weighted assets, as defined by the banking regulators. At December 31,
2009, the Bank and the Company are required to have a minimum Tier 1 and Total Capital ratios of
4.00% and 8.00%, respectively. The Bank and the Company had capital ratios above the minimum levels
at December 31, 2009 and 2008. At year-end 2009 and 2008, the most recent regulatory notifications
categorized the Bank as well capitalized under the regulatory framework for prompt corrective
action.
21
MANAGEMENTS DISCUSSION
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
Critical accounting Policies
The Company follows financial accounting and reporting policies that are in accordance with
generally accepted accounting principles in the United States of America and conform to general
practices within the banking industry. Some of these accounting policies are considered to be
critical accounting policies. Critical accounting policies are those policies that require
managements most difficult, subjective or complex judgments, often as a result of the need to make
estimates about the effect of matters that are inherently uncertain. The Company has identified two
accounting policies that are critical accounting policies and an understanding of these policies is
necessary to understand our financial statements. These policies relate to determining the adequacy
of the allowance for loan losses and other-than-temporary impairment of securities. Additional
information regarding these policies is included in the notes to the consolidated financial
statements, Note A (Summary of Significant Accounting Policies), Note B (Securities), Note C
(Loans), and the sections above captioned Loan Portfolio and Investment Securities. Management
believes that the judgments, estimates and assumptions used in the preparation of the consolidated
financial statements are appropriate given the factual circumstances at the time.
The Company maintains an allowance for loan losses. The allowance for loan losses is presented
as a reserve against loans on the balance sheets. Loan losses are charged off against the allowance
for loan losses, while recoveries of amounts previously charged off are credited to the allowance
for loan losses. A provision for loan losses is charged to operations based on managements
periodic evaluation of adequacy of the allowance. The provision for credit losses provides for
probable losses on loans.
Estimating the amount of the allowance for loan losses requires significant judgment and the
use of estimates related to the amount and timing of expected future cash flows on impaired loans,
estimated losses on pools of homogeneous loans based on historical loss experience, and
consideration of current economic trends and conditions, all of which may be susceptible to
significant change. The loan portfolio represents the largest asset category on the consolidated
balance sheets. Managements assessment of the adequacy of the allowance for loan losses considers
individually impaired loans, pools of homogeneous loans with similar risk characteristics and other
environmental risk factors.
Pools of homogeneous loans with similar risk characteristics are assessed for probable losses.
Probable losses are estimated through application of historical loss experience. Historical loss
experience data used to establish loss estimates may not precisely correspond to the current
portfolio. As a result, the historical loss experience used in the allowance analysis may not be
representative of actual unrealized losses inherent in the portfolio.
Management also evaluates the impact of environmental factors which pose additional risks that
may not adequately be addressed in the analyses described above. Such environmental factors could
include: levels of, and trends in, delinquencies and impaired loans, charge-offs and recoveries;
trends in volume and terms of loans; effects of any changes in lending policies and procedures
including those for underwriting, collection, charge-off, and recovery; experience, ability, and
depth of lending management and staff; national and local economic trends and conditions; industry
and geographic conditions; concentrations of credit such as, but not limited to, local industries,
their employees, suppliers; or any other common risk factor that might affect loss experience
across one or more components of the portfolio. The determination of this component of the
allowances requires considerable management judgment. To the extent actual outcomes differ from
management estimates, additional provision for credit losses could be required that could adversely
affect earnings or financial position in future periods. The Loan Portfolio section of this
financial review includes a discussion of the factors driving changes in the allowance for loan
losses during the current period.
Other-than-temporary impairment of securities is the second critical accounting policy.
Declines in the fair value of securities below their cost that are other-than-temporary are
reflected as realized losses. In estimating other than temporary losses, management considers: (1)
the length of time, extent, and reasons that fair value has been less than cost, (2) the financial
condition and near term prospects of the issuer, and (3) whether the Company has the intent to sell
the debt security or more likely than not will be required to sell the debt security before its
anticipated recovery.
Management believes that the accounting for goodwill and other intangible assets also involves
a higher degree of judgment than most other significant accounting policies. GAAP establishes
standards for the amortization of acquired intangible assets and the impairment assessment of
goodwill. Goodwill arising from business combinations represents the value attributable to
unidentifiable intangible assets in the business acquired. The Companys goodwill relates to the
value inherent in the banking industry and that value is dependent upon the ability of the
Companys Trust subsidiary to provide quality, cost-effective trust services in a competitive
marketplace. The goodwill value is supported by revenue that is in part driven by the volume of
business transacted. A decrease in earnings resulting from a decline in the customer base or the
inability to deliver cost-effective services over sustained periods can lead to impairment of
goodwill that could adversely impact earnings in future periods. GAAP requires an annual evaluation
of goodwill for impairment, or more frequently if events or changes in circumstances indicate that
the asset might be impaired. The fair value of the goodwill, which resides on the books of the
Companys subsidiary, Farmers Trust Company, is estimated by reviewing the past and projected
operating results for the subsidiary and trust banking industry comparable information.
At December 31, 2009, on a consolidated basis, the Company had intangibles of $3.8 million
subject to amortization and $3.7 million of goodwill, which was not subject to periodic
amortization.
Recent Accounting Pronouncements and Developments
Note A to the consolidated financial statements discusses new accounting policies adopted by
the Company during 2009 and the expected impact of accounting policies recently issued or proposed
but not yet required to be adopted. To the extent the adoption of new accounting standards
materially affects financial condition, results of operations, or liquidity, the impacts are
discussed in the applicable sections of this financial review and notes to the consolidated
financial statements.
22
MANAGEMENTS
REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
INTERNAL CONTROL OVER FINANCIAL REPORTING
March 16, 2010
The management of Farmers National Banc Corp. (the Company) is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Securities and Exchange Act of 1934. The Companys internal control over
financial reporting is designed to 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.
The Companys internal control over financial reporting includes those policies and procedures
that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of
the Company are being made only in accordance with authorizations of management and directors of
the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Companys assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Companys internal control over financial reporting as
of December 31, 2009. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Based on our assessment and those criteria, management concluded that
the Company maintained effective internal control over financial reporting as of December 31, 2009.
The Companys independent registered public accounting firm, Crowe Horwath LLP, has audited the
Companys consolidated financial statements included in this Annual Report and the Companys
internal control over financial reporting as of December 31, 2009, and has issued their Report of
Independent Registered Public Accounting Firm, which appears in this Annual Report.
Frank L. Paden
|
Carl D. Culp | |
President and Secretary
|
Executive Vice President and Treasurer |
23
Crowe Horwath LLP
Independent Member Crowe Horwath International
Independent Member Crowe Horwath International
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Farmers National Banc Corp.
Canfield, Ohio
Farmers National Banc Corp.
Canfield, Ohio
We have audited the accompanying consolidated balance sheets of Farmers National Banc Corp. as
of December 31, 2009 and 2008 and the related consolidated statements of income and comprehensive
income, changes in stockholders equity and cash flows for each of the three years in the period
ended December 31, 2009. We also have audited Farmers National Banc Corp.s internal control over
financial reporting as of December 31, 2009, based on criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Farmers National Banc Corp.s management is responsible for these financial statements, for
maintaining effective internal control over financial reporting, and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying
Managements Report on Internal Control over Financial Reporting. Our responsibility is to express
an opinion on these financial statements and an opinion on the companys internal control over
financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement and whether effective internal control over financial reporting was maintained in all
material respects. Our audits of the financial statements included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.
A companys internal control over financial reporting is a process designed to 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. A companys internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the companys assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Farmers National Banc Corp. as of December 31, 2009
and 2008, and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.
Also in our opinion, Farmers National Banc Corp. maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2009, based on criteria established in
Internal Control Integrated Framework issued by the COSO.
Crowe Horwath LLP |
Cleveland, Ohio
March 16, 2010
March 16, 2010
24
CONSOLIDATED BALANCE SHEETS
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
December 31, | 2009 | 2008 | ||||||
ASSETS |
||||||||
Cash and due from banks |
$ | 25,713 | $ | 23,803 | ||||
Federal funds sold |
25,447 | 246 | ||||||
TOTAL CASH AND CASH EQUIVALENTS |
51,160 | 24,049 | ||||||
Securities available for sale |
309,368 | 271,605 | ||||||
Loans |
609,395 | 552,005 | ||||||
Less allowance for loan losses |
7,400 | 5,553 | ||||||
NET LOANS |
601,995 | 546,452 | ||||||
Premises and equipment, net |
14,193 | 14,139 | ||||||
Goodwill |
3,709 | 0 | ||||||
Other intangibles |
3,791 | 0 | ||||||
Bank owned life insurance |
11,438 | 11,021 | ||||||
Other assets |
19,154 | 13,104 | ||||||
TOTAL ASSETS |
$ | 1,014,808 | $ | 880,370 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Deposits: |
||||||||
Noninterest-bearing |
$ | 68,420 | $ | 61,499 | ||||
Interest-bearing |
709,132 | 586,511 | ||||||
TOTAL DEPOSITS |
777,552 | 648,010 | ||||||
Short-term borrowings |
125,912 | 105,435 | ||||||
Long-term borrowings |
27,169 | 46,464 | ||||||
Other liabilities |
3,547 | 3,359 | ||||||
TOTAL LIABILITIES |
934,180 | 803,268 | ||||||
Commitments and contingent liabilities |
||||||||
Stockholders Equity |
||||||||
Common Stock Authorized 25,000,000 shares;
issued 15,572,703 in 2009 and 15,283,520 in 2008 |
95,650 | 94,217 | ||||||
Retained earnings |
7,137 | 6,096 | ||||||
Accumulated other comprehensive income (loss) |
3,344 | 2,292 | ||||||
Treasury stock, at cost; 2,053,098 shares in 2009 and 2,053,058 shares in 2008 |
(25,503 | ) | (25,503 | ) | ||||
TOTAL STOCKHOLDERS EQUITY |
80,628 | 77,102 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 1,014,808 | $ | 880,370 | ||||
See accompanying notes.
25
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(Table Dollar Amounts In Thousands except Per Share Data)
AND COMPREHENSIVE INCOME
(Table Dollar Amounts In Thousands except Per Share Data)
Years ended December 31, | 2009 | 2008 | 2007 | |||||||||
INTEREST AND DIVIDEND INCOME |
||||||||||||
Loans, including fees |
$ | 37,634 | $ | 34,965 | $ | 34,853 | ||||||
Taxable securities |
9,399 | 8,063 | 7,017 | |||||||||
Tax exempt securities |
2,447 | 2,661 | 2,745 | |||||||||
Dividends |
263 | 388 | 581 | |||||||||
Federal funds sold |
32 | 338 | 342 | |||||||||
TOTAL INTEREST AND DIVIDEND INCOME |
49,775 | 46,415 | 45,538 | |||||||||
INTEREST EXPENSE |
||||||||||||
Deposits |
12,726 | 15,648 | 16,556 | |||||||||
Short-term borrowings |
1,847 | 2,047 | 2,957 | |||||||||
Long-term borrowings |
1,974 | 2,252 | 2,380 | |||||||||
TOTAL INTEREST EXPENSE |
16,547 | 19,947 | 21,893 | |||||||||
NET INTEREST INCOME |
33,228 | 26,468 | 23,645 | |||||||||
Provision for loan losses |
6,050 | 1,420 | 570 | |||||||||
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES |
27,178 | 25,048 | 23,075 | |||||||||
NONINTEREST INCOME |
||||||||||||
Service charges on deposit accounts |
2,593 | 2,685 | 2,823 | |||||||||
Bank owned life insurance income, including death benefits |
621 | 531 | 65 | |||||||||
Trust fees |
3,469 | 0 | 0 | |||||||||
Insurance agency commissions |
80 | 0 | 0 | |||||||||
Security gains |
1,017 | 474 | 771 | |||||||||
Impairment of securities |
(74 | ) | (2,711 | ) | (873 | ) | ||||||
Other operating income |
1,682 | 1,638 | 1,622 | |||||||||
TOTAL NONINTEREST INCOME |
9,388 | 2,617 | 4,408 | |||||||||
NONINTEREST EXPENSE |
||||||||||||
Salaries and employee benefits |
15,145 | 11,626 | 11,732 | |||||||||
Occupancy and equipment |
3,538 | 2,898 | 2,709 | |||||||||
State and local taxes |
930 | 819 | 904 | |||||||||
Professional fees |
1,020 | 701 | 586 | |||||||||
Advertising |
595 | 563 | 455 | |||||||||
FDIC insurance |
1,543 | 187 | 70 | |||||||||
Merger related costs |
453 | 0 | 0 | |||||||||
Intangible amortization |
449 | 0 | 0 | |||||||||
Other operating expenses |
5,982 | 4,219 | 3,926 | |||||||||
TOTAL NONINTEREST EXPENSE |
29,655 | 21,013 | 20,382 | |||||||||
INCOME BEFORE INCOME TAXES |
6,911 | 6,652 | 7,101 | |||||||||
INCOME TAXES |
1,069 | 987 | 1,176 | |||||||||
NET INCOME |
5,842 | 5,665 | 5,925 | |||||||||
OTHER
COMPREHENSIVE INCOME (LOSS), NET OF TAX: |
||||||||||||
Change in net unrealized gains (losses) on securities,
net of reclassifications |
1,052 | 2,945 | 692 | |||||||||
COMPREHENSIVE INCOME |
$ | 6,894 | $ | 8,610 | $ | 6,617 | ||||||
EARNINGS PER SHARE: |
||||||||||||
Basic |
$ | 0.44 | $ | 0.43 | $ | 0.46 | ||||||
Diluted |
$ | 0.44 | $ | 0.43 | $ | 0.46 |
See accompanying notes.
26
CONSOLIDATED STATEMENTS
OF STOCKHOLDERS EQUITY
(Table Dollar Amounts In Thousands except Per Share Data)
OF STOCKHOLDERS EQUITY
(Table Dollar Amounts In Thousands except Per Share Data)
Years ended December 31, | 2009 | 2008 | 2007 | |||||||||
COMMON STOCK |
||||||||||||
Balance at beginning of year |
$ | 94,217 | $ | 91,741 | $ | 88,366 | ||||||
Stock option expense (1) |
0 | 0 | 0 | |||||||||
289,183 shares issued from dividend reinvestment in 2009,
362,414 in 2008 and 353,826 in 2007 |
1,433 | 2,476 | 3,375 | |||||||||
Balance at end of year |
95,650 | 94,217 | 91,741 | |||||||||
RETAINED EARNINGS |
||||||||||||
Balance at beginning of year |
6,096 | 7,233 | 9,617 | |||||||||
Net income |
5,842 | 5,665 | 5,925 | |||||||||
Dividends declared: |
||||||||||||
$.36 cash dividends per share in 2009,
$.52 in 2008 and $.64 in 2007 |
(4,801 | ) | (6,802 | ) | (8,309 | ) | ||||||
Balance at end of year |
7,137 | 6,096 | 7,233 | |||||||||
ACCUMULATED OTHER COMPREHENSIVE
INCOME (LOSS) |
||||||||||||
Balance at beginning of year |
2,292 | (653 | ) | (1,345 | ) | |||||||
Change in net unrealized gains (losses) on securities,
net of reclassifications and tax effects |
1,052 | 2,945 | 692 | |||||||||
Balance at end of year |
3,344 | 2,292 | (653 | ) | ||||||||
TREASURY STOCK, AT COST |
||||||||||||
Balance at beginning of year |
(25,503 | ) | (24,401 | ) | (20,415 | ) | ||||||
Purchase of 40 shares in 2009, 160,328 in 2008 and
398,205 in 2007 (2) |
0 | (1,102 | ) | (3,986 | ) | |||||||
Balance at end of year |
(25,503 | ) | (25,503 | ) | (24,401 | ) | ||||||
TOTAL STOCKHOLDERS EQUITY AT END OF YEAR |
$ | 80,628 | $ | 77,102 | $ | 73,920 | ||||||
(1) | Stock option expense for 2009 and 2008, was less than $1,000 and rounded to $0. | |
(2) | Treasury stock repurchased in 2009 was less than $1,000 and rounded to $0. |
See accompanying notes.
27
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
Years ended December 31, | 2009 | 2008 | 2007 | |||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||||||
Net income |
$ | 5,842 | $ | 5,665 | $ | 5,925 | ||||||
Adjustments to reconcile net income
to net cash from operating activities: |
||||||||||||
Provision for loan losses |
6,050 | 1,420 | 570 | |||||||||
Depreciation and amortization |
1,530 | 1,079 | 1,042 | |||||||||
Net amortization of securities |
539 | 271 | 355 | |||||||||
Security gains |
(1,017 | ) | (474 | ) | (771 | ) | ||||||
Loss on sale of other real estate owned |
47 | 0 | 0 | |||||||||
Impairment of securities |
74 | 2,711 | 873 | |||||||||
Federal Home Loan Bank dividends |
0 | (174 | ) | 0 | ||||||||
Increase in bank owned life insurance |
(417 | ) | (531 | ) | (65 | ) | ||||||
Net change in other assets and liabilities |
(7,233 | ) | (2,114 | ) | (1,718 | ) | ||||||
NET CASH FROM OPERATING ACTIVITIES |
5,415 | 7,853 | 6,211 | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||||||
Proceeds from maturities and repayments of securities available for sale |
66,715 | 61,161 | 42,497 | |||||||||
Proceeds from sales of securities available for sale |
26,185 | 31,058 | 10,865 | |||||||||
Purchases of securities available for sale |
(126,524 | ) | (141,650 | ) | (17,107 | ) | ||||||
Proceeds from sale of Federal Home Loan Bank stock |
1,414 | 0 | 0 | |||||||||
Purchase of trust entity, net |
(10,511 | ) | 0 | 0 | ||||||||
Loan originations and payments, net |
(62,218 | ) | (39,403 | ) | (6,623 | ) | ||||||
Additions to premises and equipment |
(990 | ) | (612 | ) | (673 | ) | ||||||
Proceeds from sales of other real estate owned |
269 | 113 | 0 | |||||||||
Purchase of bank owned life insurance |
0 | 0 | (10,000 | ) | ||||||||
NET CASH FROM INVESTING ACTIVITIES |
(105,660 | ) | (89,333 | ) | 18,959 | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||||||
Net change in deposits |
129,542 | 54,582 | (26,319 | ) | ||||||||
Net change in short-term borrowings |
20,477 | 31,261 | (3,618 | ) | ||||||||
Proceeds from Federal Home Loan Bank borrowings and other debt |
0 | 5,000 | 20,000 | |||||||||
Repayment of Federal Home Loan Bank borrowings and other debt |
(19,295 | ) | (10,991 | ) | (9,146 | ) | ||||||
Repurchase of common stock |
0 | (1,102 | ) | (3,986 | ) | |||||||
Cash dividends paid |
(4,801 | ) | (6,802 | ) | (8,409 | ) | ||||||
Proceeds from dividend reinvestment |
1,433 | 2,476 | 3,375 | |||||||||
NET CASH FROM FINANCING ACTIVITIES |
127,356 | 74,424 | (28,103 | ) | ||||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS |
27,111 | (7,056 | ) | (2,933 | ) | |||||||
Beginning cash and cash equivalents |
24,049 | 31,105 | 34,038 | |||||||||
Ending cash and cash equivalents |
$ | 51,160 | $ | 24,049 | $ | 31,105 | ||||||
Supplemental cash flow information: |
||||||||||||
Interest paid |
$ | 16,713 | $ | 20,183 | $ | 21,910 | ||||||
Income taxes paid |
2,215 | 1,870 | 1,220 | |||||||||
Supplemental noncash disclosures: |
||||||||||||
Transfer of loans to other real estate |
$ | 625 | $ | 178 | $ | 0 |
Farmers National Banc Corp acquired all of the stock of Butler Wick Trust Company for $12.13
million on March 31, 2009. The assets acquired and liabilities assumed are itemized in Note R
Business Combination of this report.
See accompanying notes.
28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation:
The consolidated financial statements include the accounts of Farmers National Banc Corp. and
its wholly-owned subsidiaries, The Farmers National Bank of Canfield, Farmers Trust Company and
Farmers National Insurance together referred to as the Company. All significant intercompany
balances and transactions have been eliminated in consolidation.
Nature of Operations:
The Company provides full banking services through its nationally chartered subsidiary, The
Farmers National Bank of Canfield. As a national bank, the Bank is subject to regulation of the
Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. The area
served by the Bank is the northeastern region of Ohio and service is provided at seventeen (17)
locations. The Company provides trust and insurance services through its subsidiaries, Farmers
Trust Company and Farmers National Insurance, respectively. Farmers Trust Company has a
state-chartered bank license to conduct trust business from the Ohio Department of Commerce
Division of Financial Institutions.
Estimates:
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. The allowance for loan losses, deferred tax
assets, carrying amount of goodwill and fair values of financial instruments are particularly
subject to change.
Cash Flows:
Cash and cash equivalents include cash on hand, deposits with other financial institutions and
federal funds sold. Generally, federal funds are purchased and sold for one-day periods. Net cash
flows are reported for loan and deposit transactions, short term borrowings, and other assets and
liabilities.
Securities Available for Sale:
Debt securities are classified as available for sale when they might be sold before maturity.
Equity securities with readily determinable fair values are classified as available for sale.
Securities available for sale are carried at fair value, with unrealized holding gains and losses
reported in other comprehensive income, net of tax.
Interest income includes amortization of purchase premium or discount. Premiums and discounts
on securities are amortized on the level-yield method without anticipating prepayments, except for
mortgage backed securities where prepayments are anticipated. Gains and losses on sales are
recorded on the trade date and determined using the specific identification method. Purchases are
recognized on the trade date.
Management evaluates securities for other-than-temporary impairment (OTTI) at least on a
quarterly basis, and more frequently when economic or market conditions warrant.
Loans:
Loans that management has the intent and ability to hold for the foreseeable future or until
maturity or payoff are reported at the principal balance outstanding, net of deferred loan fees and
costs, and an allowance for loan losses. Substantially all loans are secured by specific items of
collateral including business assets, consumer assets, and commercial and residential real estate.
Interest income is accrued on the unpaid principal balance. Loan origination fees, net of
certain direct origination costs, are deferred and recognized in interest income using the level
yield method without anticipating prepayments. Interest income on mortgage and commercial loans is
discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in
process of collection. Consumer and credit card loans are typically charged off no later than 120
days past due. Past due status is based on the contractual terms of the loan. In all cases, loans
are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest
is considered doubtful. Nonaccrual loans and loans past due 90 days still on accrual include both
smaller balance homogeneous loans that are collectively evaluated for impairment and individually
classified impaired loans. A loan is moved to non-accrual status in accordance with the Companys
policy, typically after 90 days of non-payment.
When interest accruals are discontinued, interest accrued but not received for loans placed on
non-accrual is reversed against interest income. Interest on such loans is thereafter recorded on a
cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to
accrual status when all the principal and interest amounts contractually due are brought current
and future payments are reasonably assured.
Concentration of Credit Risk:
There are no significant concentrations of loans to any one industry or customer. However,
most of the Companys business activity is with customers located within Mahoning, Trumbull and
Columbiana counties (Tri-County area). Therefore, the Companys exposure to credit risk is
significantly affected by changes in the economy of the Tri-County area.
Allowance for Loan Losses:
The allowance for loan losses is a valuation allowance for probable incurred loan losses,
increased by the provision for loan losses and decreased by charge-offs less recoveries. The
allowance is based on managements judgment taking into consideration past loss experience, reviews
of individual loans, current economic conditions and other factors considered relevant by
management at the financial statement date. While management uses the best information available to
establish the allowance, future adjustments to the allowance may be necessary, which may be
material, if economic conditions differ substantially from the assumptions used in estimating the
allowance. If additions to the original estimate of the allowance for loan losses are deemed
necessary, they will be reported in earnings in the period in which they become reasonably
estimable. Allocations of the allowance may be made for specific loans, but the entire allowance is
available for any loan that, in managements judgment, should be charged off.
29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
The allowance consists of specific and general components. The specific component relates to
loans that are individually classified as impaired or loans otherwise classified as substandard or
doubtful. The general component covers loans not individually classified as impaired and is based
on historical loss experience adjusted for current factors.
A loan is considered impaired when, based on the current information and events, it is
probable that the Company will be unable to collect the scheduled payments of principal or interest
when due according to the contractual terms of the loan agreement. Loans, for which the terms have
been modified, and for which the borrower is experiencing financial difficulties, are considered
troubled debt restructurings and classified as impaired. Factors considered by management in
determining impairment include payment status, collateral value, and the probability of collecting
scheduled principal and interest payments when due. Loans that experience insignificant payment
delays and payment shortfalls generally are not classified as impaired. Management determines the
significance of payment delays and payment shortfalls on a case-by-case basis, taking into
consideration all of the circumstances surrounding the loan and the borrower, including the length
of the delay, the reasons for the delay, the borrowers prior payment record, and the amount of the
shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan
basis for commercial and commercial real estate loans over $250 thousand by either the present
value of expected future cash flows discounted at the loans effective interest rate, the loans
obtainable market price, or the fair value of the collateral if the loan is collateral dependent.
Large groups of smaller balance homogeneous loans are collectively evaluated for impairment.
Accordingly, the Company does not separately identify individual consumer and residential loans for
impairment disclosures. Troubled debt restructurings are measured at the present value of estimated
future cash flows using the loans effective rate at inception.
Foreclosed Assets:
Assets acquired through or instead of loan foreclosure are initially recorded at the lower of
cost or fair value less costs to sell when acquired, establishing a new cost basis. If fair value
declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating
costs after acquisition are expensed.
Premises and Equipment:
Land is carried at cost. Premises and equipment are stated at cost, less accumulated
depreciation. Buildings and related components are depreciated using the straight-line method with
useful lives ranging from 5 to 40 years. Furniture, fixtures and equipment are depreciated using
the straight-line method with useful lives ranging from 3 to 10 years.
Restricted Stock:
The Bank is a member of the Federal Home Loan Bank (FHLB) system. Members are required to own
a certain amount of stock based on the level of borrowings and other factors, and may invest in
additional amounts. FHLB stock is carried at cost, classified as a restricted security included in
other assets, and periodically evaluated for impairment based on ultimate recovery of par value.
The bank is also a member of and owns stock in the Federal Reserve Bank. Both cash and stock
dividends are reported as income.
Bank Owned Life Insurance:
The Company has purchased life insurance policies on certain key officers. Bank owned life
insurance is recorded at the amount that can be realized under the insurance contract at the
balance sheet date, which is the cash surrender value adjusted for other charges or other amounts
due that are probable at settlement.
Long-term Assets:
Premises and equipment and other long-term assets are reviewed for impairment when events
indicate their carrying amount may not be recoverable from future undiscounted cash flows. If
impaired, the assets are recorded at fair value.
Goodwill and Other Intangible Assets:
Goodwill resulting from a business combination is generally determined as the excess of the
fair value of the consideration transferred over the fair value of the net assets acquired as of
the acquisition date. Goodwill acquired in a purchase business combination and determined to have
an indefinite useful life are not amortized, but tested for impairment at least annually. The
Company has selected September 30 as the date to perform the annual impairment test. Intangible
assets with definite useful lives are amortized over their estimated useful lives. Goodwill is the
only intangible asset with an indefinite life on our balance sheet. Non-compete contracts are
amortized on a straight line basis over the term of the agreement which is two years. Customer
relationship intangibles are amortized over 13 years on an accelerated method.
Loan Commitments and Related Financial Instruments:
Financial instruments include off-balance sheet credit instruments, such as commitments to
make loans and commercial letters of credit, issued to meet customer financing needs. The face
amount for these items represents the exposure to loss, before considering customer collateral or
ability to repay. Such financial instruments are recorded when they are funded.
Stock-Based Compensation:
Compensation cost is recognized for stock options issued to employees, based on the fair value
of these awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value
of stock options. Compensation cost is recognized over the required service period, generally
defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a
straight-line basis over the requisite service period for the entire award.
30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
Income Taxes:
Income tax expense is the total of the current year income tax due or refundable and the
change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected
future tax amounts for the temporary differences between carrying amounts and tax bases of assets
and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces
deferred tax assets to the amount expected to be realized.
The Company adopted guidance issued by the FASB with respect to accounting for uncertainty in
income taxes, as of January 1, 2007. A tax position is recognized as a benefit only if it is more
likely than not that the tax position would be sustained in a tax examination, with a tax
examination being presumed to occur. The amount recognized is the largest amount of tax benefit
that is greater than 50% likely of being realized on examination. For tax positions not meeting the
more likely than not test, no tax benefit is recorded. The adoption had no affect on the
Companys financial statements.
The Company recognizes interest and/or penalties related to income tax matters in income tax
expense.
Retirement Plans:
Employee 401(k) and profit sharing plan expense is the amount of matching contributions.
Deferred compensation and supplemental retirement plan expense allocates the benefits over years of
service.
Earnings Per Share:
Basic earnings per common share is net income divided by the weighted average number of common
shares outstanding during the period. Diluted earnings per common share include the dilutive effect
of additional potential common shares issuable under stock options. Earnings and dividends per
share are restated for all stock splits and stock dividends through the date of issuance of the
financial statements.
Comprehensive Income:
Comprehensive income consists of net income and other comprehensive income. Other
comprehensive income consists solely of unrealized gains and losses on securities available for
sale and is recognized as a separate component of equity.
Loss Contingencies:
Loss contingencies, including claims and legal actions arising in the ordinary course of
business, are recorded as liabilities when the likelihood of loss is probable and an amount or
range of loss can be reasonably estimated. Management does not believe there are such matters that
will have a material effect on the financial statements.
Restrictions on Cash:
Cash on hand or on deposit with the Federal Reserve Bank of $4.076 million and $3.628 million
was required to meet regulatory reserve and clearing requirements at year end 2009 and 2008.
Equity:
Treasury stock is carried at cost.
Dividend Restriction:
Regulations require maintaining certain capital levels and may limit the dividends paid by the
bank, trust and insurance subsidiaries to the holding company or by the holding company to
shareholders.
Fair Value of Financial Instruments:
Fair values of financial instruments are estimated using relevant market information and other
assumptions as more fully disclosed in Note D. Fair value estimates involve uncertainties and
matters of significant judgment regarding interest rates, credit risk, prepayments and other
factors, especially in the absence of broad markets for particular items. Changes in assumptions or
in market conditions could significantly affect the estimates.
Operating Segments:
While the chief decision-makers monitor the revenue streams of the various products and
services, operations are managed and financial performance is primarily aggregated and reported in
two lines of business, the Bank segment and the Trust segment. The Company discloses segment
information in Footnote S.
Reclassifications:
Certain items in the prior year financial statements were reclassified to conform to the
current presentation.
Adoption of New Accounting Standards:
In September 2006, the FASB issued Statement No. 157, Fair Value Measurements (Accounting
Standards Codification (ASC) 820-10). This Statement defines fair value, establishes a framework
for measuring fair value and expands disclosures about fair value measurements. This Statement
establishes a fair value hierarchy about the assumptions used to measure fair value and clarifies
assumptions about risk and the effect of a restriction on the sale or use of an asset. The standard
is effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued
Staff Position (FSP) 157-2, Effective Date of FASB Statement No. 157, which is currently FASB ASC
820-10. This FSP delayed the effective date of FAS 157 for all nonfinancial assets and nonfinancial
liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at
least annually) to fiscal years beginning after November 15, 2008, and interim periods within those
fiscal years. The impact of adoption was not material. In October 2008, the FASB issued Staff
Position (FSP) 157-3, Determining the Fair Value of a Financial Asset when the Market for That
Asset Is Not Active. This FSP clarifies the application of FAS 157 in a market that is not active.
The impact of adoption was not material.
31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised
2007), Business Combinations (ASC 805). ASC 805 establishes principles and requirements for how an
acquirer recognizes and measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in an acquiree, including the recognition and
measurement of goodwill acquired in a business combination. ASC 805 was effective for fiscal years
beginning on or after December 15, 2008. On March 31, 2009, the Company acquired Butler Wick Trust
Company, now known as Farmers Trust Company. The principles and requirements of ASC 805 supplied
guidance for the accounting of the business combination.
In April 2009, the FASB issued Staff Position No. 115-2 and No. 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments (ASC 320-10), which amended existing guidance for
determining whether impairment is other-than-temporary for debt securities. The requires an entity
to assess whether it intends to sell, or it is more likely than not that it will be required to
sell, a security in an unrealized loss position before recovery of its amortized cost basis. If
either of these criteria is met, the entire difference between amortized cost and fair value is
recognized as impairment through earnings. For securities that do not meet the aforementioned
criteria, the amount of impairment is split into two components as follows: 1) other-than-temporary
impairment (OTTI) related to other factors, which is recognized in other comprehensive income and
2) OTTI related to credit loss, which must be recognized in the income statement. The credit loss
is determined as the difference between the present value of the cash flows expected to be
collected and the amortized cost basis. Additionally, disclosures about other-than-temporary
impairments for debt and equity securities were expanded. ASC 320-10 was effective for interim and
annual reporting periods ending June 15, 2009, with early adoption permitted for periods ending
after March 15, 2009. The adoption of this ASC did not have a material effect on the results of
operations or financial position.
In April 2009, the FASB issued Staff Position (FSP) No. 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset and Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly (ASC 820-10). This FSP emphasizes that the objective
of a fair value measurement does not change even when market activity for the asset or liability
has decreased significantly. Fair value is the price that would be received for an asset sold or
paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or
distressed sale) between market participants at the measurement date under current market
conditions. When observable transactions or quoted prices are not considered orderly, then little,
if any, weight should be assigned to the indication of the asset or liabilitys fair value.
Adjustments to those transactions or prices would be needed to determine the appropriate fair
value. The FSP, which was applied prospectively, was effective for interim and annual reporting
periods ending after June 15, 2009 with early adoption for periods ending after March 15, 2009. The
effect of adopting this new guidance was not material.
32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
NOTE B SECURITIES
AVAILABLE FOR SALE
The following table summarizes the amortized cost and fair value of the available-for-sale
securities portfolio at December 31, 2009 and 2008 and the corresponding amounts of gross
unrealized gains and losses recognized in accumulated other comprehensive income (loss) were as
follows:
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
2009 | Cost | Gains | Losses | Value | ||||||||||||
U.S. Treasury and U.S.
government sponsored entities |
$ | 98,746 | $ | 1,424 | $ | (337 | ) | $ | 99,833 | |||||||
State and political subdivisions |
62,809 | 1,070 | (447 | ) | 63,432 | |||||||||||
Mortgage-backed securities residential |
141,915 | 3,758 | (411 | ) | 145,262 | |||||||||||
Collateralized mortgage
obligations |
309 | 9 | 0 | 318 | ||||||||||||
Other securities |
250 | 14 | 0 | 264 | ||||||||||||
Equity securities |
149 | 129 | (19 | ) | 259 | |||||||||||
TOTALS |
$ | 304,178 | $ | 6,404 | $ | (1,214 | ) | $ | 309,368 | |||||||
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
2008 | Cost | Gains | Losses | Value | ||||||||||||
U.S. Treasury and U.S.
government sponsored entities |
$ | 42,611 | $ | 2,089 | $ | (19 | ) | $ | 44,681 | |||||||
State and political subdivisions |
61,749 | 536 | (1,379 | ) | 60,906 | |||||||||||
Mortgage-backed securities residential |
162,966 | 2,705 | (397 | ) | 165,274 | |||||||||||
Collateralized mortgage
obligations |
531 | 17 | 0 | 548 | ||||||||||||
Equity securities |
222 | 34 | (60 | ) | 196 | |||||||||||
TOTALS |
$ | 268,079 | $ | 5,381 | $ | (1,855 | ) | $ | 271,605 | |||||||
The proceeds from sales of available-for-sale securities and the associated gains and losses
were as follows:
2009 | 2008 | 2007 | ||||||||||
Proceeds |
$ | 26,185 | $ | 31,058 | $ | 10,865 | ||||||
Gross gains |
1,019 | 523 | 771 | |||||||||
Gross losses |
(2 | ) | (49 | ) | 0 |
The amortized cost and fair value of the debt securities portfolio are shown by expected
maturity. Expected maturities may differ from contractual maturities if issuers have the right to
call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities
are not due at a single maturity date and are shown separately.
December 31, 2009 | ||||||||
Amortized | Fair | |||||||
Available for sale | Cost | Value | ||||||
Maturity |
||||||||
Within one year |
$ | 3,538 | $ | 3,563 | ||||
One to five years |
92,162 | 93,357 | ||||||
Five to ten years |
35,177 | 35,777 | ||||||
Beyond ten years |
30,928 | 30,832 | ||||||
Mortgage-backed securities |
142,224 | 145,580 | ||||||
TOTALS |
$ | 304,029 | $ | 309,109 | ||||
December 31, 2008 | ||||||||
Amortized | Fair | |||||||
Available for sale | Cost | Value | ||||||
Maturity |
||||||||
Within one year |
$ | 7,979 | $ | 8,843 | ||||
One to five years |
40,220 | 42,321 | ||||||
Five to ten years |
17,741 | 17,940 | ||||||
Beyond ten years |
38,419 | 36,483 | ||||||
Mortgage-backed securities |
163,498 | 165,822 | ||||||
TOTALS |
$ | 267,857 | $ | 271,409 | ||||
Securities with a carrying amount of $206 million at December 31, 2009 and $127 million at
December 31, 2008 were pledged to secure public deposits and repurchase agreements.
In each year, there were no holdings of any other issuer that exceeded 10% of shareholders
equity, other than the U.S. Government and its agencies.
33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
The following table summarizes the investment securities with unrealized losses at December
31, 2009 and December 31, 2008 aggregated by major security type and length of time in a continuous
unrealized loss position:
Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
2009 | Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | ||||||||||||||||||
Description of Securities | Value | Loss | Value | Loss | Value | Loss | ||||||||||||||||||
U.S. Treasury and U.S. government sponsored entities |
$ | 44,854 | $ | (330 | ) | $ | 359 | $ | (7 | ) | $ | 45,213 | $ | (337 | ) | |||||||||
State and political subdivisions |
13,336 | (162 | ) | 3,035 | (285 | ) | 16,371 | (447 | ) | |||||||||||||||
Mortgage-backed securities residential |
40,304 | (410 | ) | 60 | (1 | ) | 40,364 | (411 | ) | |||||||||||||||
Equity securities |
28 | (3 | ) | 7 | (16 | ) | 35 | (19 | ) | |||||||||||||||
Total temporarily impaired |
$ | 98,522 | $ | (905 | ) | $ | 3,461 | $ | (309 | ) | $ | 101,983 | $ | (1,214 | ) | |||||||||
Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
2008 | Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | ||||||||||||||||||
Description of Securities | Value | Loss | Value | Loss | Value | Loss | ||||||||||||||||||
U.S. Treasury and U.S. government sponsored entities |
$ | 0 | $ | 0 | $ | 6,177 | $ | (19 | ) | $ | 6,177 | $ | (19 | ) | ||||||||||
State and political subdivisions |
8,367 | (418 | ) | 22,855 | (961 | ) | 31,222 | (1,379 | ) | |||||||||||||||
Mortgage-backed securities residential |
59,593 | (80 | ) | 95,852 | (317 | ) | 155,445 | (397 | ) | |||||||||||||||
Equity securities |
44 | (46 | ) | 9 | (14 | ) | 53 | (60 | ) | |||||||||||||||
Total temporarily impaired |
$ | 68,004 | $ | (544 | ) | $ | 124,893 | $ | (1,311 | ) | $ | 192,897 | $ | (1,855 | ) | |||||||||
The Corporations equity securities include local and regional bank holdings. For the year
ended December 31, 2009, the Corporation recognized a $74 thousand pre-tax charge for the
other-than-temporary decline in fair value on its equity holdings. When a decline in fair value
below cost is deemed to be other-than-temporary, the difference between the amortized cost basis of
the equity security and its fair value must be recognized as a charge to earnings.
In determining OTTI for debt and equity securities, management considers many factors,
including: (1) the length of time and the extent to which the fair value has been less than cost,
(2) the financial condition and near-term prospects of the issuer, (3) whether the market decline
was affected by macroeconomic conditions, and (4) whether the Company has the intent to sell the
debt security or more likely than not will be required to sell the debt security before its
anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a
high degree of subjectivity and judgment and is based on the information available to management at
a point in time.
As of December 31, 2009, the Corporations security portfolio consisted of 434 securities, 114
of which were in an unrealized loss position. The majority of unrealized losses are related to the
Corporations holdings in securities issued by U.S. government sponsored entities, state and
political subdivisions, and mortgage-backed securities, as discussed below:
Securities issued by U.S. Government sponsored entities and agencies:
Unrealized losses on debt securities issued by U.S. government sponsored entities and agencies
have not been recognized into income because the securities are of high credit quality, management
does not have the intent to sell these securities before their anticipated recovery and the decline
in fair value is largely due to changes in market interest rates and not credit quality. The fair
value is expected to recover as the securities approach their maturity date.
Securities issued by State and Political subdivisions:
Unrealized losses on debt securities issued by state and political subdivisions have not been
recognized into income. Generally these securities have maintained their investment grade ratings
and management does not have the intent to sell these securities before their anticipated recovery.
The fair value is expected to recover as the securities approach their maturity date.
Mortgage-backed securities:
All of the Companys holdings of mortgage-backed securities at year end 2009 and 2008 were
issued by U.S. Government sponsored enterprises. Unrealized losses on mortgage-backed securities
have not been recognized into income. Because the decline in fair value is attributable to changes
in interest rates and illiquidity, and not credit quality, and because the Corporation does not
have the intent to sell these mortgage-backed securities and it is likely that it will not be
required to sell the securities before their anticipated recovery, the Corporation does not
consider these securities to be other-than-temporarily impaired at December 31, 2009.
34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
NOTE C LOANS
Loans at year end were as follows:
2009 | 2008 | |||||||
Residential Real Estate |
$ | 180,877 | $ | 173,246 | ||||
Commercial Real Estate |
215,917 | 195,244 | ||||||
Consumer |
136,708 | 113,105 | ||||||
Commercial |
75,893 | 70,410 | ||||||
Subtotal |
609,395 | 552,005 | ||||||
Allowance for loan losses |
(7,400 | ) | (5,553 | ) | ||||
NET LOANS |
$ | 601,995 | $ | 546,452 | ||||
Activity in the allowance for loan losses was as follows:
2009 | 2008 | 2007 | ||||||||||
Balance at beginning of year |
$ | 5,553 | $ | 5,459 | $ | 5,594 | ||||||
Provision for loan losses |
6,050 | 1,420 | 570 | |||||||||
Loans charged off |
(4,799 | ) | (1,731 | ) | (1,112 | ) | ||||||
Recoveries |
596 | 405 | 407 | |||||||||
Balance at end of year |
$ | 7,400 | $ | 5,553 | $ | 5,459 | ||||||
Individually
impaired loans were as follows:
2009 | 2008 | |||||||
Year-end loans with no allocated
allowance for loan losses |
$ | 425 | $ | 213 | ||||
Year-end loans with allocated
allowance for loan losses |
13,071 | 2,425 | ||||||
$ | 13,496 | $ | 2,638 | |||||
Amount of the allowance for
loan losses allocated |
$ | 2,058 | $ | 555 |
2009 | 2008 | 2007 | ||||||||||
Average of individually impaired
loans during year |
$ | 11,407 | $ | 1,157 | $ | 1,332 |
Interest
income recognized during impairment for all periods was immaterial.
Nonaccrual loans
and loans past due 90 days still on accrual were as follows:
2009 | 2008 | |||||||
Loans past due over 90 days
still on accrual |
$ | 469 | $ | 562 | ||||
Nonaccrual loans |
9,634 | 4,775 |
Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance
homogeneous loans that are collectively evaluated for impairment and individually classified
impaired loans. Included in the individually impaired loans of $13.50 million disclosed above are
$5.44 million of loans that have terms that have been modified under troubled debt restructuring.
The Company has allocated $333 thousand of specific reserves to those loans as of December 31,
2009. The Company has also committed $24 thousand to customers whose loans are classified as a
troubled debt restructuring.
NOTE D FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a
liability (exit price) in the principal or most advantageous market for the asset or liability in
an orderly transaction between market participants on the measurement date. There are three levels
of inputs that may be used to measure fair values:
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets
that the entity has the ability to access as of the measurement date.
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices
for similar assets or liabilities; quoted prices in markets that are not active; or other inputs
that are observable or can be corroborated by observable market data.
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions
about the assumptions that market participants would use in pricing an asset or liability.
The Company used the following methods and significant assumptions to estimate the fair value
of each type of financial instrument:
Investment Securities:
The fair values for investment securities are determined by quoted market prices, if available
(Level 1). For securities where quoted prices are not available, fair values are calculated based
on market prices of similar securities (Level 2). For securities where quoted prices or market
prices of similar securities are not available, fair values are calculated using discounted cash
flows or other market indicators (Level 3).
Impaired Loans:
The fair value of impaired loans with specific allocations of the allowance for loan losses is
generally based on recent real estate appraisals. These appraisals may utilize a single valuation
approach or a combination of approaches including comparable sales and the income approach.
Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences
between the comparable sales and income data available. Such adjustments are usually significant
and typically result in a Level 3 classification of the inputs for determining fair value.
Other Real Estate Owned:
Nonrecurring adjustments to certain commercial and residential real estate properties
classified as other real estate owned (OREO) are measured at the lower of carrying amount or fair
value, less costs to sell. Fair values are generally based on third party appraisals of the
property, resulting in a Level 3 classification. In cases where the carrying amount exceeds the
fair value, less costs to sell, an impairment loss is recognized.
35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
Assets and liabilities measured at fair value on a recurring basis, including financial assets
and liabilities for which the Company has elected the fair value option, are summarized below:
Fair Value Measurements | ||||||||||||||||
at December 31, 2009 Using | ||||||||||||||||
Quoted Prices in | Significant | |||||||||||||||
Active Markets | Other | Significant | ||||||||||||||
for Identical | Observable | Unobservable | ||||||||||||||
Carrying | Assets | Inputs | Inputs | |||||||||||||
Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Financial Assets: |
||||||||||||||||
Investment securities
available-for sale |
||||||||||||||||
U.S. Treasury and
U.S. Government
sponsored entities |
$ | 99,833 | $ | 0 | $ | 99,833 | $ | 0 | ||||||||
States and political
subdivisions |
63,432 | 0 | 63,432 | 0 | ||||||||||||
Mortgage-backed
securities residential |
145,262 | 0 | 145,249 | 13 | ||||||||||||
Collateralized mortgage
obligations |
318 | 0 | 318 | 0 | ||||||||||||
Equity securities |
259 | 259 | 0 | 0 | ||||||||||||
Other securities |
264 | 0 | 264 | 0 | ||||||||||||
Total investment securities |
$ | 309,368 | $ | 259 | $ | 309,096 | $ | 13 | ||||||||
Fair Value Measurements | ||||||||||||||||
at December 31, 2008 Using | ||||||||||||||||
Quoted Prices in | Significant | |||||||||||||||
Active Markets | Other | Significant | ||||||||||||||
for Identical | Observable | Unobservable | ||||||||||||||
Carrying | Assets | Inputs | Inputs | |||||||||||||
Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Financial Assets: |
||||||||||||||||
Investment securities
available-for-sale
|
||||||||||||||||
U.S. Treasury and
U.S. Government
sponsored entities |
$ | 44,681 | $ | 0 | $ | 43,071 | $ | 1,610 | ||||||||
States and political
subdivisions |
60,906 | 0 | 60,906 | 0 | ||||||||||||
Mortgage-backed
securities residential |
165,274 | 0 | 157,907 | 7,367 | ||||||||||||
Collateralized
mortgage obligations |
548 | 0 | 548 | 0 | ||||||||||||
Equity securities |
196 | 196 | 0 | 0 | ||||||||||||
Total investment securities |
$ | 271,605 | $ | 196 | $ | 262,432 | $ | 8,977 | ||||||||
The table below presents a reconciliation of all assets measured at fair value on a recurring
basis using significant unobservable inputs (Level 3) for the period ended December 31, 2009:
Investment Securities | ||||
Available-for-Sale | ||||
Balance of recurring Level 3 assets at January 1, 2009 |
$ | 8,977 | ||
Total unrealized gains or losses: |
||||
Included in other comprehensive income |
(379 | ) | ||
Purchases, sales, issuances and settlements, net |
(1,613 | ) | ||
Transfers in and/or out of Level 3 |
(6,972 | ) | ||
Balance of recurring Level 3 assets at December 31, 2009 |
$ | 13 | ||
Investment Securities | ||||
Available-for-Sale | ||||
Balance of recurring Level 3 assets at January 1, 2008 |
$ | 3,762 | ||
Total unrealized gains or losses: |
||||
Included in other comprehensive income |
(59 | ) | ||
Purchases, sales, issuances and settlements, net |
7,374 | |||
Transfers in and/or out of Level 3 |
(2,100 | ) | ||
Balance of recurring Level 3 assets at December 31, 2008 |
$ | 8,977 | ||
There is no impact to earnings as a result of fair value measurements on items valued on a
recurring basis, using level 3 inputs.
Assets Measured on a Non-Recurring Basis
Assets measured at fair value on a non-recurring basis are summarized below:
Fair Value Measurements | ||||||||||||||||
at December 31, 2009 Using | ||||||||||||||||
Quoted Prices in | Significant | |||||||||||||||
Active Markets | Other | Significant | ||||||||||||||
for Identical | Observable | Unobservable | ||||||||||||||
Carrying | Assets | Inputs | Inputs | |||||||||||||
Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Impaired loans |
$ | 6,330 | $ | 0 | $ | 0 | $ | 6,330 |
Fair Value Measurements | ||||||||||||||||
at December 31, 2008 Using | ||||||||||||||||
Quoted Prices in | Significant | |||||||||||||||
Active Markets | Other | Significant | ||||||||||||||
for Identical | Observable | Unobservable | ||||||||||||||
Carrying | Assets | Inputs | Inputs | |||||||||||||
Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Impaired loans |
$ | 1,870 | $ | 0 | $ | 0 | $ | 1,870 |
Impaired loans, which are measured for impairment using the fair value of the collateral for
collateral dependent loans, had a carrying amount of $6.33 million, net of a valuation allowance of
$1.73 million at December 31, 2009, resulting in an additional provision for loan losses of $1.50
million for the year ending December 31, 2009. At December 31, 2008, impaired loans had a carrying
amount of $2.43 million, with a valuation allowance of $555 thousand, resulting in an additional
provision for loan losses of $555 thousand for the year ending December 31, 2008.
36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
Fair Value of Financial Instruments
The carrying amounts and estimated fair values of financial instruments, at December 31, 2009
and December 31, 2008 are as follows:
2009 | 2008 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
Financial assets |
||||||||||||||||
Cash, due from banks,
federal funds sold and
money market investments |
$ | 51,160 | $ | 51,160 | $ | 24,049 | $ | 24,049 | ||||||||
Securities available-for-sale |
309,368 | 309,368 | 271,605 | 271,605 | ||||||||||||
Restricted stock |
3,977 | n/a | 5,317 | n/a | ||||||||||||
Loans, net |
601,995 | 609,127 | 546,452 | 551,209 | ||||||||||||
Accrued interest receivable |
4,370 | 4,370 | 4,057 | 4,057 | ||||||||||||
Financial liabilities |
||||||||||||||||
Deposits |
$ | 777,552 | $ | 781,703 | $ | 648,010 | $ | 652,686 | ||||||||
Short-term borrowings |
125,912 | 125,912 | 105,435 | 105,435 | ||||||||||||
Long-term borrowings |
27,169 | 28,990 | 46,464 | 48,868 | ||||||||||||
Accrued interest payable |
1,155 | 1,155 | 1,321 | 1,321 |
The methods and assumptions used to estimate fair value are described as follows:
Carrying amount is the estimated fair value for cash and cash equivalents, accrued interest
receivable and payable, demand deposits, short term debt, and variable rate loans or deposits that
reprice frequently and fully. The methods for determining the fair values for securities were
described previously. For fixed rate loans or deposits and for variable rate loans or deposits with
infrequent repricing or repricing limits, fair value is based on discounted cash flows using
current market rates applied to the estimated life and the allowance for loan losses. Fair value of
debt is based on current rates for similar financing. It was not practicable to determine the fair
value of restricted stock due to restrictions placed on its transferability. The fair value of
off-balance sheet items is not considered material.
NOTE E PREMISES AND EQUIPMENT
Year-end premises and equipment were as follows:
2009 | 2008 | |||||||
Land |
$ | 2,834 | $ | 2,747 | ||||
Buildings |
15,812 | 15,548 | ||||||
Furniture, fixtures and equipment |
9,247 | 9,914 | ||||||
Leasehold improvements |
203 | 192 | ||||||
28,096 | 28,401 | |||||||
Less accumulated depreciation |
(13,903 | ) | (14,262 | ) | ||||
NET BOOK VALUE |
$ | 14,193 | $ | 14,139 | ||||
Depreciation expense was $980 thousand for the year ended December 31, 2009, $989 thousand for
2008 and $901 thousand for 2007.
The Bank leases a branch location under a noncancelable operating lease extending to 2014.
Rental expense charged to operations totaled $75, $73, and $61 thousand for 2009, 2008 and 2007. In
addition to rental expense, under the lease, common area maintenance is paid and the amount can
fluctuate according to the costs incurred. Rent commitments, before considering renewal options
that generally are present, were as follows:
2010 |
$ | 61 | ||
2011 |
61 | |||
2012 |
61 | |||
2013 |
61 | |||
2014 |
48 | |||
TOTAL |
$ | 292 | ||
NOTE F GOODWILL AND INTANGIBLE ASSETS
The acquisition of Farmers Trust Company on March 31, 2009, more fully described in Note R,
resulted in $3.71 million of goodwill.
Impairment exists when a reporting units carrying value of goodwill exceeds its fair value,
which is determined through a two-step impairment test. Step 1 includes the determination of the
carrying value of our reporting unit, including the existing goodwill and intangible assets, and
estimating the fair value of the reporting unit. We determined the fair value of our reporting unit
exceeded its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, we
are required to perform a second step to the impairment test.
Acquired Intangible Assets:
Acquired intangible assets, which also resulted from the acquisition of Farmers Trust Company,
were as follows at year end:
2009 | ||||||||
Gross | ||||||||
Carrying | Accumulated | |||||||
Amount | Amortization | |||||||
Amortized intangible assets: |
||||||||
Customer relationship intangibles |
$ | 3,990 | $ | (355 | ) | |||
Non-compete contracts |
250 | (94 | ) | |||||
TOTAL |
$ | 4,240 | $ | (449 | ) | |||
Estimated amortization expense for each of the next five years:
2010 |
$ | 580 | ||
2011 |
479 | |||
2012 |
409 | |||
2013 |
393 | |||
2014 |
354 | |||
Thereafter |
1,576 |
37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
NOTE G INTEREST BEARING DEPOSITS
Following is a summary of scheduled maturities of certificates of deposit during the years
following December 31, 2009:
2010 |
$ | 233,309 | ||
2011 |
45,650 | |||
2012 |
17,539 | |||
2013 |
8,644 | |||
2014 |
17,625 | |||
Thereafter |
2,307 | |||
TOTAL |
$ | 325,074 | ||
Following is a summary of certificates of deposit of $100 thousand or more by remaining
maturities:
2009 | 2008 | |||||||
Three months or less |
$ | 21,729 | $ | 40,653 | ||||
Three to six months |
29,968 | 8,765 | ||||||
Six to twelve months |
43,491 | 15,150 | ||||||
Over twelve months |
35,846 | 33,097 | ||||||
TOTAL |
$ | 131,034 | $ | 97,665 | ||||
Following is a summary of year-end interest-bearing deposits: |
2009 | 2008 | |||||||
Demand |
$ | 106,410 | $ | 96,845 | ||||
Money Market |
198,747 | 133,089 | ||||||
Savings |
78,901 | 73,897 | ||||||
Certificates of Deposit |
325,074 | 282,680 | ||||||
TOTAL |
$ | 709,132 | $ | 586,511 | ||||
NOTE H SECURITIES SOLD UNDER AGREEMENTS TO
REPURCHASE AND OTHER SHORT-TERM BORROWINGS
Securities sold under repurchase agreements are secured by the Banks holdings of debt
securities issued by U.S. government sponsored entities and agencies with a carrying amount of
$152.3 million and $89.2 million at year-end 2009 and 2008.
Repurchase agreements are financing arrangements that mature within 89 days. Under the
agreements, customers agree to maintain funds on deposit with the Bank and in return acquire an
interest in a pool of securities pledged as collateral against the funds. The securities are held
in a segregated safekeeping account at the Federal Reserve Bank. Information concerning securities
sold under agreements to repurchase is summarized as follows:
2009 | 2008 | 2007 | ||||||||||
Average balance during the year |
$ | 123,119 | $ | 77,952 | $ | 77,770 | ||||||
Average interest rate during
the year |
1.49 | % | 2.60 | % | 3.63 | % | ||||||
Maximum month-end balance
during the year |
$ | 148,765 | $ | 101,706 | $ | 90,643 | ||||||
Average year-end
interest rate |
1.23 | % | 2.30 | % | 3.48 | % | ||||||
Balance at year-end |
$ | 124,313 | $ | 83,874 | $ | 73,257 |
The Bank has a short-term U.S. Treasury interest-bearing demand note with a balance of $849
thousand at December 31, 2009 and $811 thousand at December 31, 2008. The demand note was interest
free at December 31, 2009 and 2008.
The Bank has access to lines of credit amounting to $21 million at three major domestic banks
that are below prime rate. These lines and terms are periodically reviewed by the banks and are
generally subject to withdrawal at their discretion. There were no borrowings under these lines at
December 31, 2009. At December 31, 2008, there was a
borrowed balance of $750 thousand at a rate of .50%.
In 2009 Farmers National Banc Corp secured a $5 million revolving line of credit
collateralized by the stock of the Bank. The line can be renewed annually. The outstanding balance
at December 31, 2009 was $750 thousand. The interest rate is prime with a floor of 4.5%. The
interest rate at December 31, 2009 was 4.5%.
There were no short-term advances from the Federal Home Loan Bank at December 31, 2009. The
Bank had short-term advances from the Federal Home Loan Bank amounting to $20 million, with a
weighted average interest rate of .42% at December 31, 2008. $5 million was under the cash
management line of credit. Borrowings under the cash management line of credit have a variable
interest rate and must be repaid within 90 days. $15 million was a short-term fixed rate advance,
repaid in January 2009.
NOTE I FEDERAL
HOME LOAN BANK ADVANCES
AND OTHER LONG-TERM BORROWINGS
At year end, long-term advances from the Federal Home Loan Bank were as follows:
2009 | 2008 | |||||||||||||||
Weighted | Weighted | |||||||||||||||
Average | Average | |||||||||||||||
Amount | Rate | Amount | Rate | |||||||||||||
Fixed-rate interest only advances |
$ | 0 | 0.00 | % | $ | 10,000 | 4.93 | % | ||||||||
Fixed-rate constant payment advances,
at rates from 3.16% to 5.25% at
December 31, 2009 |
6,924 | 4.62 | % | 11,167 | 4.74 | % | ||||||||||
Convertible and putable fixed-rate advances,
at rates from 2.82% to 4.88% at
December 31, 2009 |
20,000 | 4.12 | % | 25,000 | 4.27 | % | ||||||||||
Total advances |
$ | 26,924 | 4.25 | % | $ | 46,167 | 4.53 | % | ||||||||
At year end 2009 and 2008, $5 million of the FHLB fixed-rate advances are convertible to a
floating rate advance on or after certain specific dates at the option of the FHLB. Should the FHLB
elect to convert, the Bank has the right to prepay any or all of the borrowing at the time of
conversion and on any interest payment due date, thereafter, without penalty.
At year end 2009 and 2008, $15 million and $20 million of the FHLB fixed-rate advances are
putable on or after certain specific dates at the option of the FHLB. Should the FHLB elect the
put, the Bank is required to repay the advance on that date without penalty.
38
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
Federal Home Loan Bank advances are secured by a blanket pledge of residential mortgage loans
totaling $108.2 million and $89.3 million at year end
2009 and 2008. Based on this collateral and the Companys holdings of FHLB stock, the Bank is
eligible to borrow an additional $60.2 million at year end 2009. Each advance is subject to a
prepayment penalty if paid prior to its maturity date. Scheduled repayments of long-term FHLB
advances are as follows:
Maturing in: | ||||
2010 |
$ | 1,136 | ||
2011 |
2,487 | |||
2012 |
865 | |||
2013 |
820 | |||
2014 |
11,367 | |||
Later years |
10,249 | |||
TOTAL |
$ | 26,924 | ||
The Bank has a note payable secured by real estate totaling $245 thousand in 2009 and $297
thousand in 2008. This note carried a fixed interest rate of 7.50%. Scheduled principal repayments
of the note payable are as follows:
Maturing in: | ||||
2010 |
$ | 56 | ||
2011 |
60 | |||
2012 |
65 | |||
2013 |
64 | |||
TOTAL |
$ | 245 | ||
NOTE J COMMITMENTS AND CONTINGENT LIABILITIES
Some financial instruments, such as loan commitments, credit lines, letters of credit and
overdraft protection, are issued to meet customer financing needs. These are agreements to provide
credit or to support the credit of others, as long as conditions established in the contract are
met, and usually have expiration dates. Commitments may expire without being used.
Off-balance-sheet risk to credit loss exists up to the face amount of these instruments, although
material losses are not anticipated. The same credit policies are used to make such commitments as
are used for loans, including obtaining collateral at exercise of the commitment.
The contractual amount of financial instruments with off-balance-sheet risk at year end were
as follows:
2009 | 2008 | |||||||||||||||
Fixed | Variable | Fixed | Variable | |||||||||||||
Rate | Rate | Rate | Rate | |||||||||||||
Commitments to make loans |
$ | 845 | $ | 8,872 | $ | 2,671 | $ | 13,836 | ||||||||
Unused lines of credit |
$ | 33,368 | $ | 34,619 | $ | 33,488 | $ | 20,037 |
Commitments to make loans are generally made for periods of 30 days or less. The fixed rate
loan commitments for 2009 have interest rates ranging from 4.75% to 5.88% and maturities ranging
from fifteen to thirty years. The fixed rate commitments for 2008 have interest rates ranging from
5.63% to 7.75% and maturities ranging from six months to twenty years. Fixed rate unused lines of
credit have interest rates ranging from 3.25% to 18.00% at December 31, 2009 and 3.18% to 18.00% at
December 31, 2008.
Standby letters of credit are considered financial guarantees. The standby letters of credit
have a contractual value of $3.561 million in 2009 and $1.052 million in 2008. The carrying amount
of these items on the balance sheet is not material.
NOTE K STOCK OPTIONS
The Companys Stock Option Plan, which was shareholder-approved, permitted the grant of share
options to its directors, officers and employees for up to 375,000 shares of common stock. The
Company believes that such awards better align the interests of its employees with those of its
shareholders. Option awards were generally granted with an exercise price equal to the market price
of the Companys common stock at the date of grant; those option awards have vesting periods of 5
years and have 10-year contractual terms. Option exercises are expected to be satisfied with either
newly issued shares or treasury shares. The fair value of the Companys stock at December 31, 2009
and 2008 was less than the fair value option exercise price, therefore the outstanding and
exercisable options had no intrinsic value.
The fair value of each option award is estimated on the date of grant using a closed form
option valuation Black-Scholes model that uses the assumptions noted in the table below. Expected
volatilities are based on historical volatilities of the Companys common stock. The Company uses
historical data to estimate option exercise and post-vesting termination behavior. The expected
term of options granted is based on historical data and represents the period of time that options
granted are expected to be outstanding, which takes into account that the options are not
transferable. The risk-free interest rate for the expected term of the option is based on the U.S.
Treasury yield curve in effect at the time of the grant.
The fair value of options granted was determined using the following weighted-average
assumptions as of the grant date during 2008. There were no options granted in 2009.
2008 | ||||
Risk-free interest rate |
2.51 | % | ||
Expected term |
5 yrs | |||
Expected stock price volatility |
15.48 | % | ||
Dividend yield |
7.14 | % | ||
Fair value |
$ | 0.46 |
A summary of the activity in the stock option plan for 2009 is as follows:
Weighted | ||||||||||||
Weighted | Average | |||||||||||
Average | Remaining | |||||||||||
Exercise | Contractual | |||||||||||
Shares | Price | Life | ||||||||||
Outstanding at beginning of year |
44,500 | $ | 10.50 | 3.6 yrs | ||||||||
Granted |
0 | |||||||||||
Exercised |
0 | |||||||||||
Forfeited or expired |
(7,500 | ) | 11.00 | |||||||||
Outstanding at end of year |
37,000 | $ | 10.40 | 2.8 yrs | ||||||||
Exercisable at end of year |
33,000 | $ | 10.87 | 2.1 yrs | ||||||||
The Company expects all outstanding options to vest. As of December 31, 2009, the total
unrecognized compensation cost related to nonvested stock options granted under the Plan was
immaterial.
39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
Actual and required capital amounts and ratios are presented below at year-end:
Requirement | To be Well Capitalized | |||||||||||||||||||||||||
For Capital | Under Prompt Corrective | |||||||||||||||||||||||||
Actual | Adequacy Purposes: | Action Provisions: | ||||||||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||||
2009 |
||||||||||||||||||||||||||
Total Capital to risk weighted assets |
Consolidated | $ | 77,297 | 12.03 | % | $ | 51,402 | 8.00 | % | N/A | N/A | |||||||||||||||
Bank | 72,692 | 11.36 | % | 51,197 | 8.00 | % | $ | 63,996 | 10.00 | % | ||||||||||||||||
Tier I Capital to risk weighted assets |
Consolidated | 69,847 | 10.87 | % | 25,701 | 4.00 | % | N/A | N/A | |||||||||||||||||
Bank | 65,251 | 10.20 | % | 25,598 | 4.00 | % | 38,398 | 6.00 | % | |||||||||||||||||
Tier I Capital to average assets |
Consolidated | 69,847 | 6.87 | % | 40,659 | 4.00 | % | N/A | N/A | |||||||||||||||||
Bank | 65,251 | 6.52 | % | 40,028 | 4.00 | % | 50,035 | 5.00 | % | |||||||||||||||||
2008 |
||||||||||||||||||||||||||
Total Capital to risk weighted assets |
Consolidated | $ | 80,346 | 14.01 | % | $ | 45,870 | 8.00 | % | N/A | N/A | |||||||||||||||
Bank | 78,415 | 13.68 | % | 45,845 | 8.00 | % | $ | 57,306 | 10.00 | % | ||||||||||||||||
Tier I Capital to risk weighted assets |
Consolidated | 74,793 | 13.04 | % | 22,935 | 4.00 | % | N/A | N/A | |||||||||||||||||
Bank | 72,862 | 12.71 | % | 22,922 | 4.00 | % | 34,384 | 6.00 | % | |||||||||||||||||
Tier I Capital to average assets |
Consolidated | 74,793 | 8.58 | % | 34,878 | 4.00 | % | N/A | N/A | |||||||||||||||||
Bank | 72,862 | 8.37 | % | 34,824 | 4.00 | % | 43,530 | 5.00 | % |
NOTE L REGULATORY MATTERS
The Corporation and the Bank are subject to various regulatory capital requirements
administered by the federal banking agencies. Under capital adequacy guidelines and the regulatory
framework for prompt corrective action, the Bank must meet specific capital guidelines that involve
quantitative measures of its assets, liabilities, and certain off-balance-sheet items as calculated
under regulatory accounting practices. The Banks capital amounts and classification are also
subject to qualitative judgments by the regulators about components, risk weightings, and other
factors. Failure to meet minimum capital requirements can initiate certain mandatory (and possibly
additional discretionary) actions by regulators that, if undertaken, could have a direct material
effect on the financial statements. Management believes as of December 31, 2009, the Corporation
and Bank meet all capital adequacy requirements to which it is subject.
Prompt corrective action regulations provide five classifications: well capitalized,
adequately capitalized, undercapitalized, significantly undercapitalized, and critically
undercapitalized, although these terms are not used to represent overall financial condition. If
adequately capitalized, regulatory approval is required to accept brokered deposits. If
undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital
restoration plans are required. At year end 2009 and 2008, the most recent regulatory notifications
categorized the Bank as well capitalized under the regulatory framework for prompt corrective
action. There are no conditions or events since that notification that management believes have
changed the institutions category.
Dividend Restrictions: The Corporations principal source of funds for dividend payments is
dividends received from the Bank. The Bank, as a national bank, is subject to the dividend
restrictions set forth by the Comptroller of the Currency. The Comptroller of the Currency must
approve declaration of any dividends in excess of the sum of profits for the current year and
retained net profits for the preceding two years (as defined). In 2010, the Bank could, without
prior approval, declare dividends on any 2010 net profits retained above $1.75 million at the date
of the dividend declaration.
The Bank experienced significant asset growth during 2009 which had a direct impact on certain
capital ratios. In order to keep capital commensurate with the risk profile of the Bank, the Board
of Directors has taken action to establish and maintain minimum ratio levels for the Banks Tier
One Capital to Average Asset ratio at 7.20% and the Banks Total Capital to Risk Weighted Assets
ratio at 11.00% during 2010.
NOTE M EMPLOYEE BENEFIT PLANS
The Company has a qualified 401(k) deferred compensation Retirement Savings Plan. All
employees of the Company who have completed at least one year of service and meet certain other
eligibility requirements are eligible to participate in the plan. Under the terms of the Plan,
employees may voluntarily defer a portion of their annual compensation
pursuant to section 401(k) of the Internal Revenue Code. The Company matches a percentage of
the participants voluntary contributions up to 6% of gross wages. In addition, at the discretion
of the Board of Directors, the Company may make an additional profit sharing contribution to the
plan. Total expense was $236 thousand, $182 thousand and $194 thousand for the years ended December
31, 2009, 2008 and 2007, respectively.
The Corporation maintains a deferred compensation plan for certain existing employees and
retirees. Expense under the plan was $21 thousand, $26 thousand and $29 thousand for the years
ended December 31, 2009, 2008 and 2007, respectively. The liability under the Plan at December 31,
2009 and 2008 was $383 thousand and $399 thousand.
40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
The Corporation also has a postretirement benefit plan covering individuals retired
from the Corporation that have met certain service and age requirements and certain other active
employees that have met similar service requirements. The postretirement health care plan includes
a limit on the Corporations share of costs for recent and future retirees. Expense under this plan
for 2009, 2008, and 2007 was not material. The accrued postretirement benefit liability under this
plan is also not material. Due to the immateriality of the plan, the disclosures required under
U.S. generally accepted accounting principles have been omitted.
NOTE N INCOME TAXES
The provision for income taxes (credit) consists of the following:
2009 | 2008 | 2007 | ||||||||||
Current expense |
$ | 1,875 | $ | 1,911 | $ | 1,389 | ||||||
Deferred expense |
(806 | ) | (924 | ) | (213 | ) | ||||||
TOTALS |
$ | 1,069 | $ | 987 | $ | 1,176 | ||||||
Effective tax rates differ from federal statutory rate of 35% applied to income before income
taxes due to the following:
2009 | 2008 | 2007 | ||||||||||
Statutory tax |
$ | 2,419 | $ | 2,328 | $ | 2,485 | ||||||
Effect of nontaxable interest |
(1,060 | ) | (1,053 | ) | (1,039 | ) | ||||||
Bank owned life insurance, net |
(172 | ) | (172 | ) | (8 | ) | ||||||
Effect of nontaxable life insurance
death proceeds |
(32 | ) | 0 | 0 | ||||||||
Other |
(86 | ) | (116 | ) | (262 | ) | ||||||
ACTUAL TAX |
$ | 1,069 | $ | 987 | $ | 1,176 | ||||||
Deferred tax assets (liabilities) are comprised of the following:
2009 | 2008 | |||||||
Deferred tax assets: |
||||||||
Allowance for credit losses |
$ | 2,590 | $ | 1,943 | ||||
Security valuation |
1,771 | 1,745 | ||||||
Deferred and accrued compensation |
317 | 229 | ||||||
Deferred loan fees and costs |
436 | 419 | ||||||
Capital loss carryover |
11 | 265 | ||||||
Post-retirement benefits |
155 | 147 | ||||||
Other |
132 | 25 | ||||||
Gross deferred tax assets |
$ | 5,412 | $ | 4,773 | ||||
Deferred tax liabilities: |
||||||||
Depreciation |
$ | (742 | ) | $ | (634 | ) | ||
Net unrealized gain on securities
available for sale |
(1,846 | ) | (1,234 | ) | ||||
Federal Home Loan Bank dividends |
(482 | ) | (735 | ) | ||||
Prepaid expenditures |
(124 | ) | (106 | ) | ||||
Other |
(32 | ) | (72 | ) | ||||
Gross deferred tax liabilities |
(3,226 | ) | (2,781 | ) | ||||
NET DEFERRED TAX ASSET |
$ | 2,186 | $ | 1,992 | ||||
No valuation allowance for deferred tax assets was recorded at December 31, 2009 and 2008.
Income taxes applicable to realized investment securities gains in 2009, 2008 and 2007 were $356
thousand, $166 thousand and $270 thousand, respectively. The capital loss carryover of $33
thousand, which can be used to offset future capital gain income, expires by December 31, 2013.
At December 31, 2009 and December 31, 2008, the Company had no unrecognized tax benefits
recorded. The
Company does not expect the amount of unrecognized tax benefits to significantly change within
the next twelve months.
The Company is subject to U.S. federal income tax. The Company is no longer subject to
examination by the federal taxing authority for years prior to 2006. The tax years 2006 2008
remain open to examination by the U.S. taxing authority.
NOTE O RELATED PARTY TRANSACTIONS
Loans to principal officers, directors, and their affiliates during 2009 were as follows:
Total loans
at December 31, 2008 |
$ | 5,812 | ||
New loans |
593 | |||
Effect of changes in composition of related parties |
(44 | ) | ||
Repayments |
(1,228 | ) | ||
Total loans
at December 31, 2009 |
$ | 5,133 | ||
Deposits from principal officers, directors, and their affiliates at year-end 2009 and 2008
were $1.79 million and $1.87 million.
NOTE P EARNINGS PER SHARE
The factors used in the earnings per share computation follow:
2009 | 2008 | 2007 | ||||||||||
Basic EPS |
||||||||||||
Net income |
$ | 5,842 | $ | 5,665 | $ | 5,925 | ||||||
Weighted average
shares outstanding |
13,363,445 | 13,103,761 | 13,004,593 | |||||||||
Basic earnings per share |
$ | .44 | $ | .43 | $ | .46 | ||||||
Diluted EPS |
||||||||||||
Net income |
$ | 5,842 | $ | 5,665 | $ | 5,925 | ||||||
Weighted average shares
outstanding for basic
earnings per share |
13,363,445 | 13,103,761 | 13,004,593 | |||||||||
Effect of Stock Options |
0 | 0 | 0 | |||||||||
Weighted average shares for
diluted earnings per share |
13,363,445 | 13,103,761 | 13,004,593 | |||||||||
Diluted earnings per share |
$ | .44 | $ | .43 | $ | .46 | ||||||
Stock options for 37,000, 44,500 and 46,500 shares of common stock were not considered in
computing diluted earnings per share for 2009, 2008 and 2007 respectively because they were
antidilutive.
41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
NOTE Q OTHER COMPREHENSIVE INCOME (LOSS)
Other comprehensive income (loss) components and related tax effects were as follows:
2009 | 2008 | 2007 | ||||||||||
Net unrealized holding gains (losses)
on available for sale securities |
$ | 2,607 | $ | 2,294 | $ | 962 | ||||||
Reclassification adjustment
for (gains) losses realized in
income |
(943 | ) | 2,237 | 102 | ||||||||
Net unrealized gains (losses) |
1,664 | 4,531 | 1,064 | |||||||||
Tax effect |
(612 | ) | (1,586 | ) | (372 | ) | ||||||
Net-of-tax amount |
$ | 1,052 | $ | 2,945 | $ | 692 | ||||||
Reclassification adjustment for (gains) losses realized in income includes
other-than-temporary impairment losses of $74, $2,711 and $873 respectively. All impairment losses
relate to equity securities thus all other-than-temporary impairment has been recognized in net
income.
NOTE R BUSINESS COMBINATION
On March 31, 2009, the Company acquired 100% of the capital stock of Butler Wick Trust
Company, a wholly owned subsidiary of Butler Wick Corporation in exchange for $12.125 million in
cash. With the acquisition, the Company has added trust and estate services to complement its core
retail banking and investment services. The newly acquired trust entity is operating under the name
Farmers Trust Company. Merger-related costs are recognized as expense in the Companys income
statement for the year ended December 31, 2009.
The goodwill of $3.71 million arising from the acquisition consisted largely of synergies and
other benefits that flow from control over the combining of the operations of the companies. The
amount of goodwill that is expected to be deductible for income taxes purposes is $3.71 million.
The fair value of $4.24 million of intangible assets is related to customer relationships and
noncompetition agreements with two key Trust Company employees. The following table summarizes the
amounts of assets acquired and liabilities assumed at the acquisition date:
Cash and due from banks |
$ | 1,614 | ||
Securities available for sale |
2,071 | |||
Premises and
equipment |
44 | |||
Identifiable intangible assets |
4,240 | |||
Other assets |
716 | |||
Liabilities assumed |
(269 | ) | ||
Total identifiable net assets |
8,416 | |||
Goodwill |
3,709 | |||
Total net assets acquired |
$ | 12,125 | ||
NOTE S SEGMENT INFORMATION
A reportable segment is determined by the products and services offered, primarily
distinguished between banking and trust operations. They are also distinguished by the level of
information provided to the chief operating decision makers in the Company, who use such
information to review performance of various components of the business, which are then aggregated.
Loans, investments, and deposits provide the revenues in the banking operation, and trust service
fees provide the revenue in trust operations. All operations are domestic.
Significant segment totals are reconciled to the financial statements as follows:
Trust | Bank | Consolidated | ||||||||||||||
December 31, 2009 | Segment | Segment | Others | Totals | ||||||||||||
Assets |
||||||||||||||||
Cash and due from banks |
$ | 866 | $ | 50,327 | $ | (33 | ) | $ | 51,160 | |||||||
Securities available for
sale |
3,519 | 305,734 | 115 | 309,368 | ||||||||||||
Net loans |
0 | 601,995 | 0 | 601,995 | ||||||||||||
Premises and equipment,
net |
112 | 14,081 | 0 | 14,193 | ||||||||||||
Goodwill |
3,709 | 0 | 0 | 3,709 | ||||||||||||
Other intangibles |
3,791 | 0 | 0 | 3,791 | ||||||||||||
Other assets |
475 | 29,881 | 236 | 30,592 | ||||||||||||
Total Assets |
$ | 12,472 | $ | 1,002,018 | $ | 318 | $ | 1,014,808 | ||||||||
Liabilities and
Stockholders Equity |
||||||||||||||||
Deposits, borrowings and other
liabilities |
$ | 255 | $ | 933,273 | $ | 652 | $ | 934,180 | ||||||||
Stockholders equity |
12,217 | 68,745 | (334 | ) | 80,628 | |||||||||||
Total Liabilities and
Stockholders Equity |
$ | 12,472 | $ | 1,002,018 | $ | 318 | $ | 1,014,808 | ||||||||
Trust | Bank | Consolidated | ||||||||||||||
For year ended 2009 | Segment | Segment | Others | Totals | ||||||||||||
Interest and dividend income |
$ | 66 | $ | 49,701 | $ | 8 | $ | 49,775 | ||||||||
Interest expense |
0 | 16,547 | 0 | 16,547 | ||||||||||||
Net interest income |
66 | 33,154 | 8 | 33,228 | ||||||||||||
Provision for loan losses |
0 | 6,050 | 0 | 6,050 | ||||||||||||
Net interest income after
provision for loan losses |
66 | 27,104 | 8 | 27,178 | ||||||||||||
Service fees and other
noninterest income |
3,467 | 6,057 | (136 | ) | 9,388 | |||||||||||
Noninterest expense |
||||||||||||||||
Salaries and employee
benefits |
2,072 | 13,073 | 0 | 15,145 | ||||||||||||
Occupancy and equipment |
343 | 3,195 | 0 | 3,538 | ||||||||||||
State and local taxes |
47 | 883 | 0 | 930 | ||||||||||||
Professional fees |
36 | 984 | 0 | 1,020 | ||||||||||||
Advertising |
24 | 571 | 0 | 595 | ||||||||||||
Intangible amortization |
449 | 0 | 0 | 449 | ||||||||||||
Other |
429 | 7,054 | 495 | 7,978 | ||||||||||||
Total noninterest expense. |
3,400 | 25,760 | 495 | 29,655 | ||||||||||||
Income before taxes |
133 | 7,401 | (623 | ) | 6,911 | |||||||||||
Income tax |
46 | 1,235 | (212 | ) | 1,069 | |||||||||||
Net Income |
$ | 87 | $ | 6,166 | $ | (411 | ) | $ | 5,842 | |||||||
The Bank segment includes Farmers National Insurance.
42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
NOTE T QUARTERLY FINANCIAL DATA (UNAUDITED)
Quarter Ended 2009 | March 31 | June 30 | September 30 | December 31 | ||||||||||||
Total interest income |
$ | 11,994 | $ | 12,329 | $ | 12,649 | $ | 12,803 | ||||||||
Total interest expense |
4,311 | 4,101 | 4,178 | 3,957 | ||||||||||||
Net interest income |
7,683 | 8,228 | 8,471 | 8,846 | ||||||||||||
Provision for loan losses |
450 | 1,050 | 1,550 | 3,000 | ||||||||||||
Other income |
1,118 | 2,643 | 2,609 | 3,018 | ||||||||||||
Other expense |
6,256 | 7,803 | 7,675 | 7,921 | ||||||||||||
Income before income taxes |
2,095 | 2,018 | 1,855 | 943 | ||||||||||||
Income taxes |
411 | 361 | 299 | (2 | ) | |||||||||||
Net income |
$ | 1,684 | $ | 1,657 | $ | 1,556 | $ | 945 | ||||||||
Earnings per share basic and diluted |
$ | 0.13 | $ | 0.12 | $ | 0.12 | $ | 0.07 |
Quarter Ended 2008 | March 31 | June 30 | September 30 | December 31 | ||||||||||||
Total interest income |
$ | 11,198 | $ | 11,347 | $ | 11,808 | $ | 12,062 | ||||||||
Total interest expense |
5,364 | 4,954 | 4,922 | 4,707 | ||||||||||||
Net interest income |
5,834 | 6,393 | 6,886 | 7,355 | ||||||||||||
Provision for loan losses |
110 | 100 | 350 | 860 | ||||||||||||
Other income |
1,395 | 644 | (249 | ) | 827 | |||||||||||
Other expense |
5,006 | 5,095 | 5,269 | 5,643 | ||||||||||||
Income before income taxes |
2,113 | 1,842 | 1,018 | 1,679 | ||||||||||||
Income taxes |
389 | 308 | 19 | 271 | ||||||||||||
Net income |
$ | 1,724 | $ | 1,534 | $ | 999 | $ | 1,408 | ||||||||
Earnings per share basic and diluted |
$ | 0.13 | $ | 0.12 | $ | 0.08 | $ | 0.11 |
During the quarter ended September 30, 2008, the Bank recorded a charge of $1.8 million
for other-than-temporary impairment of securities, resulting in the lower net income for the
quarter. In the fourth quarter of 2009, the Bank recorded a loan charge-off of $1.79 million
leading to a $3 million provision for loan losses for the quarter.
NOTE U PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Below is condensed financial information of Farmers National Banc Corp. (parent company only).
This information should be read in conjunction with the consolidated financial statements and
related notes.
BALANCE SHEETS
December 31, 2009 | December 31, 2008 | |||||||
Assets: |
||||||||
Cash |
$ | 275 | $ | 1,235 | ||||
Investment in subsidiaries |
80,962 | 75,170 | ||||||
Securities available for sale |
115 | 944 | ||||||
Other |
237 | 133 | ||||||
TOTAL ASSETS |
$ | 81,589 | $ | 77,482 | ||||
Liabilities: |
||||||||
Dividends payable |
$ | 171 | $ | 322 | ||||
Note payable |
750 | 0 | ||||||
Other accounts payable |
40 | 58 | ||||||
TOTAL LIABILITIES |
961 | 380 | ||||||
Stockholders equity: |
||||||||
Common stock |
95,650 | 94,217 | ||||||
Retained earnings |
7,137 | 6,096 | ||||||
Accumulated other comprehensive income (loss) |
3,344 | 2,292 | ||||||
Treasury stock, at cost; 2,053,098 shares in 2009 and
2,053,058 shares in 2008 |
(25,503 | ) | (25,503 | ) | ||||
TOTAL STOCKHOLDERS EQUITY |
80,628 | 77,102 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 81,589 | $ | 77,482 | ||||
43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts In Thousands except Per Share Data)
(Table Dollar Amounts In Thousands except Per Share Data)
STATEMENTS OF INCOME
Years ended December 31, | 2009 | 2008 | 2007 | |||||||||
Income: |
||||||||||||
Dividends from subsidiary bank |
$ | 13,746 | $ | 0 | $ | 14,339 | ||||||
Interest and dividends on securities |
8 | 45 | 68 | |||||||||
Security gains/(losses) |
(74 | ) | (87 | ) | 9 | |||||||
TOTAL INCOME |
13,680 | (42 | ) | 14,416 | ||||||||
Other expenses |
(557 | ) | (249 | ) | (172 | ) | ||||||
Income before income tax benefit and
undistributed subsidiary income |
13,123 | (291 | ) | 14,244 | ||||||||
Income tax benefit |
212 | 99 | 32 | |||||||||
Equity in undistributed net income of subsidiary
(dividends in excess of net income) |
(7,493 | ) | 5,857 | (8,351 | ) | |||||||
NET INCOME |
$ | 5,842 | $ | 5,665 | $ | 5,925 | ||||||
STATEMENTS OF CASH FLOWS
Years ended December 31, | 2009 | 2008 | 2007 | |||||||||
Cash flows from operating activities: |
||||||||||||
Net income |
$ | 5,842 | $ | 5,665 | $ | 5,925 | ||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||||||
Security (gains)/losses |
0 | 49 | (9 | ) | ||||||||
Impairment of securities |
74 | 38 | 0 | |||||||||
Dividends in excess of net income
(Equity in undistributed net income of subsidiary) |
7,493 | (5,857 | ) | 8,351 | ||||||||
Other |
(290 | ) | ( 102 | ) | (44 | ) | ||||||
NET CASH FROM OPERATING ACTIVITIES |
13,119 | ( 207 | ) | 14,223 | ||||||||
Cash flows from investing activities: |
||||||||||||
Proceeds from maturities of investment securities available for sale |
800 | 1,600 | 1,600 | |||||||||
Proceeds from sales of securities available for sale |
0 | 61 | 9 | |||||||||
Investment in subsidiaries |
(12,260 | ) | 0 | 0 | ||||||||
Purchases of securities available for sale |
(1 | ) | (1,587 | ) | (1,569 | ) | ||||||
NET CASH FROM INVESTING ACTIVITIES |
(11,461 | ) | 74 | 40 | ||||||||
Cash flows from financing activities: |
||||||||||||
Purchase of treasury stock |
0 | (1,102 | ) | (3,986 | ) | |||||||
Dividends paid |
(4,801 | ) | (6,802 | ) | (8,409 | ) | ||||||
Proceeds of borrowings |
750 | 0 | 0 | |||||||||
Proceeds from dividend reinvestment |
1,433 | 2,476 | 3,375 | |||||||||
NET CASH FROM FINANCING ACTIVITIES |
(2,618 | ) | (5,428 | ) | (9,020 | ) | ||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS |
(960 | ) | (5,561 | ) | 5,243 | |||||||
Beginning cash and cash equivalents |
1,235 | 6,796 | 1,553 | |||||||||
Ending cash and cash equivalents |
$ | 275 | $ | 1,235 | $ | 6,796 | ||||||
44
PHILANTHROPY
INVESTING IN OUR COMMUNITIES
Investing in our communities is a cornerstone of Farmers philosophy. We know that contributing to
our communities is a way for us to help create future economic growth and prosperity. At Farmers,
we also believe that if our communities flourish, so will we. That is why each year Farmers invests
financial and human capital by partnering with local agencies, nonprofit partners, schools,
universities and other organizations to make our communities better places to live and work.
During the economic downfall, Farmers continued to contribute to the communities by increasing
donations by 36%. Farmers National Bank recognized that discontinuing a giving program during
these challenging times would be detrimental to the communitys growth and development. In 2009,
an unprecedented sum of $170,173 was donated to local charities, schools, universities, hospitals
and more to improve the lives of our community members.
We want our shareholders to know that your company believes not only in doing well, but also in
doing good.
2009 DONATION WHEEL Total: $170,173 Community Athletics 2% Arts Civic Civic 8% EconomicDeveloPment 6% Community Athletics Economic Development | Education J Health & Wellness V HijjjUjH Health & Wellness VV Higher Education B % m MISC Religious Religious 5% Social Services MISC1% |
45
FARMERS NATIONAL FINANCIAL GROUP
Dan Cvercko, Program Manager
Investment Executive
Vince Dobransky
Investment Advisor Representative
Investment Advisor Representative
Steve Fisher
Investment Executive
Investment Executive
Phil Lammers
Investment Advisor Representative
Investment Advisor Representative
David G. Frank, CLU, ChFC
Insurance Director
Insurance Director
FARMERS
NATIONAL INVESTMENTS
Todays investment climate offers unprecedented opportunities. At Farmers National Investments,
our mission is to help clients take advantage of those opportunities by providing them with three
key tools:
1. A clear understanding of their financial goals | ||
2. A well-defined road map for achieving those goals | ||
3. Advice to help adjust their road map when their needs change |
Our services cover all areas of financial management, from investment and retirement planning to
risk management and estate conservation. We specialize in helping our clients develop a
comprehensive, cohesive financial strategy that fits their unique needs and enables them to meet
both short- and long-term objectives.
Professional Services Offered:
| Portfolio Strategy | |
| Insurance Needs | |
| Asset Allocation | |
| Retirement Planning | |
| College Funding | |
| Tax-Favored Investing | |
| Health Care Concerns | |
| Business Owner Needs | |
| Estate Issues* |
* | Please note that neither Farmers National Investments nor any of its representatives may give legal or tax advice. |
PrimeVest Financial Services, Inc. is an independent, registered broker-dealer, member SIPC/FINRA.
Securities and insurance products offered by PrimeVest:-Not FDIC/NCUSIF insured- May go down in
value-Not financial institution guaranteed-Not a deposit-Not insured by any federal government
agency. Advisory services may only be offered by Investment Adviser Representatives in connection
with an appropriate PrimeVest Advisory Services Agreement and disclosure brochure as provided.
FARMERS
NATIONAL INSURANCE
In early 2009, Farmers National Bank became a fully-licensed insurance agency offering life, health
and property casualty products. David G. Frank, CLU, ChFC, with over 35 years of experience, has
been appointed Insurance Director for the agency.
Farmers National Insurance offers a comprehensive array of products to include:
| Auto Insurance | |
| Homeowners Insurance | |
| Personal Liability Insurance | |
| Business Insurance | |
| Pet Insurance | |
| Dental & Health Insurance |
46
BOARD OF DIRECTORS
From
left to right: Frank L. Paden, Joseph D. Lane, Ronald V. Wertz, Earl R. Scott, Anne
Frederick Crawford, Benjamin R. Brown, Ralph D. Macali and James R. Fisher
EXECUTIVE TEAM
From Left to right: Brian E. Jackson, Vice President, Chief Information Officer; James H. Sisek,
Esq., President & CEO, Farmers Trust Company; Mark L. Graham, Senior Vice President and Senior Loan
Officer; Kevin J. Helmick, Senior Vice President, Retail Services; Bradley S. Henderson, Vice
President Facilities Management/Security; Carl D. Culp, Executive Vice President & CFO; Mark A.
Nicastro, Vice President, Director of Human Resources; John S. Gulas, Executive Vice President &
COO; Frank L. Paden, President & CEO; Amber B. Wallace, Senior Vice President, Director of Marketing
47
BE SURE OF WHERE YOURE STANDING... AND THEN STAND STRONG For over 120 years, Farmers National Bank has taken pride in setting a standard for what it means to be a community bank. In challenging economic times, local families and businesses need to know that their bank can weather the ups and downs, and stand firm in their role in the community. |
The theme of this years annual report focuses on the attributes that Farmers is known for: stability, strength, and longevity. Farmers is a long-term banking partner who adapts to changing times, changing needs and community concerns. |
You can feel confident that Farmers is the bank to choose if you want rock solid strength for your family or business. |
FARMERS NATIONAL BANC CORP. |
20 SOUTH BROAD STREET P.O. BOX 555 CANFIELD, OHIO 44406 |