Attached files
file | filename |
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EX-31.2 - EX-31.2 - CROGHAN BANCSHARES INC | l42486exv31w2.htm |
EX-31.1 - EX-31.1 - CROGHAN BANCSHARES INC | l42486exv31w1.htm |
EX-32 - EX-32 - CROGHAN BANCSHARES INC | l42486exv32.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2011
0-20159
(Commission File Number)
CROGHAN BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Ohio | 31-1073048 | |||
(State or other jurisdiction of | (I.R.S. Employer | |||
incorporation or organization) | Identification No.) | |||
323 Croghan Street, Fremont, Ohio | 43420 | |||
(Address of principal executive offices) | (Zip Code) |
(419) 332-7301
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act
(Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes [ ] No [ X ]
The Registrant had 1,673,380 common shares, par value $12.50 per share, outstanding as of April 27,
2011.
This document contains 31 pages. The Exhibit Index is on page 28 immediately preceding the filed
exhibits.
CROGHAN BANCSHARES, INC.
Index
Index
2
Table of Contents
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CROGHAN BANCSHARES, INC.
Consolidated Balance Sheets (Unaudited)
Consolidated Balance Sheets (Unaudited)
March 31 | December 31 | |||||||
ASSETS |
2011 | 2010 | ||||||
Dollars in thousands, except par value) | ||||||||
CASH AND CASH EQUIVALENTS |
||||||||
Cash and due from banks |
$ | 9,690 | $ | 15,592 | ||||
Interest-bearing deposits due from banks |
2,616 | 6,264 | ||||||
Total cash and cash equivalents |
12,306 | 21,856 | ||||||
SECURITIES |
||||||||
Available-for-sale, at fair value |
157,961 | 140,279 | ||||||
Held-to-maturity, at amortized cost, fair value of $505 in 2010 |
- | 500 | ||||||
Restricted stock |
3,844 | 3,844 | ||||||
Total securities |
161,805 | 144,623 | ||||||
LOANS |
291,093 | 293,305 | ||||||
Less: Allowance for loan losses |
4,742 | 4,955 | ||||||
Net loans |
286,351 | 288,350 | ||||||
Premises and equipment, net |
6,470 | 6,613 | ||||||
Cash surrender value of life insurance |
11,428 | 11,357 | ||||||
Goodwill |
10,430 | 10,430 | ||||||
Core deposit intangible asset, net |
101 | 115 | ||||||
Accrued interest receivable |
2,311 | 1,980 | ||||||
Other real estate owned |
865 | 1,443 | ||||||
Other assets |
3,122 | 2,960 | ||||||
TOTAL ASSETS |
$ | 495,189 | $ | 489,727 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
LIABILITIES |
||||||||
Deposits: |
||||||||
Demand, non-interest bearing |
$ | 63,335 | $ | 61,409 | ||||
Savings, NOW, and Money Market deposits |
197,986 | 189,412 | ||||||
Time |
128,821 | 133,336 | ||||||
Total deposits |
390,142 | 384,157 | ||||||
Federal funds purchased and securities sold under repurchase agreements |
22,571 | 20,989 | ||||||
Federal Home Loan Bank borrowings |
22,500 | 25,500 | ||||||
Dividends payable |
535 | 536 | ||||||
Other liabilities |
1,997 | 2,032 | ||||||
Total liabilities |
437,745 | 433,214 | ||||||
STOCKHOLDERS EQUITY |
||||||||
Common stock, $12.50 par value. Authorized 6,000,000 shares;
issued 1,914,109 shares |
23,926 | 23,926 | ||||||
Surplus |
179 | 179 | ||||||
Retained earnings |
40,524 | 40,050 | ||||||
Accumulated other comprehensive income |
1,040 | 507 | ||||||
Treasury stock, 240,729 shares in 2011 and 237,729 shares in 2010, at cost |
(8,225 | ) | (8,149 | ) | ||||
Total stockholders equity |
57,444 | 56,513 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 495,189 | $ | 489,727 | ||||
See notes to consolidated financial statements.
3
Table of Contents
CROGHAN BANCSHARES, INC.
Consolidated Statements of Operations (Unaudited)
Consolidated Statements of Operations (Unaudited)
Three months ended | ||||||||
March 31 | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands, | ||||||||
except per share data) | ||||||||
INTEREST INCOME |
||||||||
Loans, including fees |
$ | 4,114 | $ | 4,627 | ||||
Securities: |
||||||||
Obligations of U.S. Government agencies and corporations |
641 | 693 | ||||||
Obligations of states and political subdivisions |
527 | 367 | ||||||
Other |
54 | 56 | ||||||
Deposits in other banks |
5 | 5 | ||||||
Total interest income |
5,341 | 5,748 | ||||||
INTEREST EXPENSE |
||||||||
Deposits |
765 | 997 | ||||||
Other borrowings |
226 | 341 | ||||||
Total interest expense |
991 | 1,338 | ||||||
Net interest income |
4,350 | 4,410 | ||||||
PROVISION FOR LOAN LOSSES |
100 | 500 | ||||||
Net interest income, after provision for loan losses |
4,250 | 3,910 | ||||||
NON-INTEREST INCOME |
||||||||
Gain on sale of loans |
39 | 30 | ||||||
Loss on write down of securities |
(111 | ) | - | |||||
Trust income |
284 | 255 | ||||||
Service charges on deposit accounts |
332 | 339 | ||||||
Other |
222 | 228 | ||||||
Total non-interest income |
766 | 852 | ||||||
NON-INTEREST EXPENSES |
||||||||
Salaries, wages, and employee benefits |
2,095 | 1,996 | ||||||
Occupancy of premises |
231 | 226 | ||||||
Amortization of core deposit intangible asset |
14 | 14 | ||||||
Other operating |
1,452 | 1,327 | ||||||
Total non-interest expenses |
3,792 | 3,563 | ||||||
Income before federal income taxes |
1,224 | 1,199 | ||||||
FEDERAL INCOME TAXES |
215 | 267 | ||||||
NET INCOME |
$ | 1,009 | $ | 932 | ||||
Net income per share, based on 1,674,980 shares in 2011 and 1,708,015 shares in 2010 |
$ | 0.60 | $ | 0.55 | ||||
Dividends declared per share |
$ | 0.32 | $ | 0.32 | ||||
See notes to consolidated financial statements.
4
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CROGHAN BANCSHARES, INC.
Condensed Consolidated Statements of Stockholders Equity (Unaudited)
Condensed Consolidated Statements of Stockholders Equity (Unaudited)
Three months ended | ||||||||
March 31 | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands, | ||||||||
except per share data) | ||||||||
BALANCE AT BEGINNING OF PERIOD |
$ | 56,513 | $ | 56,127 | ||||
Comprehensive Income: |
||||||||
Net income |
1,009 | 932 | ||||||
Change in net unrealized gain on securities available-for-sale, net of reclassification adjustments and related income taxes |
533 | 94 | ||||||
Total comprehensive income |
1,542 | 1,026 | ||||||
Purchase of 3,000 treasury shares in 2011 and 10,759 in 2010 |
(76 | ) | (259 | ) | ||||
Cash dividends declared, $.32 per share in 2011 and 2010 |
(535 | ) | (545 | ) | ||||
BALANCE AT END OF PERIOD |
$ | 57,444 | $ | 56,349 | ||||
See notes to consolidated financial statements.
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Table of Contents
CROGHAN BANCSHARES, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three months ended | ||||||||
March 31 | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
NET CASH FLOW FROM OPERATING ACTIVITIES |
$ | 1,653 | $ | 1,207 | ||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Proceeds from maturities of securities |
8,930 | 4,698 | ||||||
Purchases of available-for-sale securities |
(25,917 | ) | (7,723 | ) | ||||
Net decrease in loans |
1,874 | 10,295 | ||||||
Additions to premises and equipment |
(45 | ) | (78 | ) | ||||
Net cash provided by (used in) investing activities |
(15,158 | ) | 7,192 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Net change in deposits |
5,985 | (2,893 | ) | |||||
Net change in federal funds purchased and securities sold under agreements to repurchase |
1,582 | 361 | ||||||
Payments on Federal Home Loan Bank borrowings |
(3,000 | ) | - | |||||
Cash dividends paid |
(536 | ) | (549 | ) | ||||
Purchase of treasury stock |
(76 | ) | (259 | ) | ||||
Payment of deferred compensation |
- | (72 | ) | |||||
Net cash provided by (used in) financing activities |
3,955 | (3,412 | ) | |||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(9,550 | ) | 4,987 | |||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
21,856 | 16,724 | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 12,306 | $ | 21,711 | ||||
SUPPLEMENTAL CASH FLOW DISCLOSURES |
||||||||
Cash paid during the year for: |
||||||||
Interest |
$ | 1,095 | $ | 1,394 | ||||
Federal income taxes |
$ | - | $ | 21 | ||||
NON-CASH OPERATING ACTIVITY: |
||||||||
Change in deferred income taxes on net unrealized gain on available-for-sale securities |
$ | 274 | $ | (48 | ) | |||
NON-CASH INVESTING ACTIVITY: |
||||||||
Change in net unrealized gain on available-for-sale securities |
$ | 807 | $ | 142 | ||||
NON-CASH OPERATING AND INVESTING ACTIVITY: |
||||||||
Transfer of loans to other real estate owned |
$ | 25 | $ | 13 | ||||
See notes to consolidated financial statements.
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Table of Contents
CROGHAN BANCSHARES, INC.
Notes to Consolidated Financial Statements
March 31, 2011
(Unaudited)
Notes to Consolidated Financial Statements
March 31, 2011
(Unaudited)
NOTE 1 - CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of Croghan Bancshares, Inc. (Croghan or the Corporation)
and its wholly-owned subsidiary, The Croghan Colonial Bank (the Bank), have been prepared without
audit. In the opinion of management, all adjustments (including normal recurring adjustments)
necessary to present fairly the Corporations consolidated financial position, results of
operations and changes in cash flows have been made.
Certain information and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles (GAAP) have been omitted. The
Corporations Annual Report to shareholders for the year ended December 31, 2010 (the 2010 Annual
Report), contains consolidated financial statements and related footnote disclosures which should
be read in conjunction with the accompanying consolidated financial statements. The results of
operations for the period ended March 31, 2011, are not necessarily indicative of the operating
results for the full year.
Management evaluated subsequent events through April 27, 2011, the date the financial statements
were issued. Events or transactions occurring after March 31, 2011, but prior to when the
consolidated financial statements were issued, that provided additional evidence about conditions
that existed at March 31, 2011, have been recognized in the consolidated financial statements for
the period ended March 31, 2011. Events or transactions that provided evidence about conditions
that arose before the financial statements were issued, but did not exist at March 31, 2011 have
not been recognized in the financial statements for the period ended March 31, 2011.
NOTE 2 - NEW ACCOUNTING PRONOUNCEMENTS
In April 2011, The Financial Accounting Standards Board (FASB) issued ASU 2011-02, A Creditors
Determination of whether a Restructuring Is a Troubled Debt Restructuring. The new guidance
clarifies when a loan modification or restructuring is considered a troubled debt restructuring
(TDR) in order to address current diversity in practice and lead to more consistent application of
accounting principles generally accepted in the United States of America. In evaluating whether a
restructuring constitutes a TDR, a creditor must separately conclude that the restructuring
constitutes a concession and the debtor is experiencing financial difficulties. Additionally, the
guidance clarifies that a creditor is precluded from using the effective interest rate test in the
debtors guidance on restructuring of payables (paragraph 470-60-55-10) when evaluating whether a
restructuring constitutes a TDR. The Corporation has not yet evaluated whether the clarifications
provided in ASU 2011-02 will change the amount of loan modifications or restructurings classified
as TDR.
ASU 2011-01, Deferral of the Effective Date of Disclosures about TDR in Update No. 2010-20,
deferred additional disclosures regarding TDR required by ASU 2010-20 until ASU 2011-02 was issued.
For interim and annual periods ending after June 15, 2011, entities are required to enhance
existing disclosures about the allowance for credit losses and the credit quality of financing
receivables to include, at minimum, the nature and extent of a creditors TDR and financing
receivables modified as TDR within the previous 12 months that defaulted.
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Table of Contents
In January 2010, FASB issued ASU 2010-06, Improving Disclosures about Fair Value Measurements,
amending ASC Subtopic 820-10 to require disclosure of transfers in and out of levels 1 and 2 fair
value measurement categories and activity in level 3 fair value measurement category.
Additionally, the guidance amends existing disclosure requirements on level of disaggregation and
inputs and valuation techniques. These disclosures are required for fiscal periods beginning after
December 15, 2009, and for interim periods within those fiscal years except for activity in level 3
fair value measurement category, which are effective for annual and interim periods beginning
after December 15, 2010. The Corporation has provided additional disclosure required by ASU
2010-06 in Note 4.
NOTE 3 FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair values of recognized financial instruments were as follows:
March 31, 2011 |
December 31, 2010 |
|||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
amount | value | amount | value | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
FINANCIAL ASSETS |
||||||||||||||||
Cash and cash equivalents |
$ | 12,306 | $ | 12,306 | $ | 21,856 | $ | 21,856 | ||||||||
Securities |
161,805 | 161,805 | 144,623 | 144,628 | ||||||||||||
Loans, net |
286,351 | 289,036 | 288,350 | 290,603 | ||||||||||||
Total |
$ | 460,462 | $ | 463,147 | $ | 454,829 | $ | 457,087 | ||||||||
FINANCIAL LIABILITIES |
||||||||||||||||
Deposits |
$ | 390,142 | $ | 391,742 | $ | 384,157 | $ | 386,087 | ||||||||
Federal funds purchased and securities sold under repurchase agreements |
22,571 | 22,571 | 20,989 | 20,988 | ||||||||||||
Federal Home Loan Bank borrowings |
22,500 | 23,223 | 25,500 | 26,359 | ||||||||||||
Total |
$ | 435,213 | $ | 437,536 | $ | 430,646 | $ | 433,434 | ||||||||
The preceding summary does not include accrued interest receivable, cash surrender value of
life insurance, dividends payable, and other liabilities which are also considered financial
instruments. The estimated fair value of such items is considered to be their carrying amount.
The Bank also has unrecognized financial instruments which relate to commitments to extend credit
and standby letters of credit. The contract amount of such financial instruments totaled,
$76,720,000 at March 31, 2011 and $73,324,000 at December 31, 2010. Since many of these
commitments are expected to expire without being drawn upon, this total does not necessarily
represent future cash requirements.
8
Table of Contents
The following methods and assumptions were used to estimate fair value of each class of financial
instruments:
Cash and Cash Equivalents
Fair value is determined to be the carrying amount for these items because they represent cash or
mature in 90 days or less and do not represent unanticipated credit concerns.
Securities
The fair value of securities (both available-for-sale and held-to-maturity) is determined based on
quoted market prices of the individual securities or, if not available, estimated fair value is
obtained by comparison to other known securities with similar risk and maturity characteristics.
Such value does not consider possible tax ramifications or estimated transaction costs. The fair
value of restricted stock is considered to be its carrying amount.
Loans
Fair value for loans is estimated for portfolios of loans with similar financial characteristics.
For adjustable rate loans, which re-price at least annually and generally possess low risk
characteristics, the carrying amount is believed to be a reasonable estimate of fair value. For
fixed-rate loans, the fair value is estimated based on a discounted cash flow analysis, considering
weighted average rates and terms of the portfolio, adjusted for credit and interest rate risk
inherent in the loans. Fair value for non-performing loans is based on recent appraisals or
estimated discounted cash flows. The estimated value of credit card loans is based on existing
loans and does not include the value that relates to estimated cash flows from new loans generated
from existing cardholders over the remaining life of the portfolio.
Deposit Liabilities
The fair value of core deposits, including demand deposits, savings accounts, and certain money
market deposits, is the amount payable on demand. The fair value of fixed-rate certificates of
deposit is estimated using the rates offered at year-end for deposits of similar remaining
maturities. The estimated fair value does not include the benefit that results from the low-cost
funding provided by the deposit liabilities compared to the cost of borrowing funds in the
marketplace.
Other Financial Instruments
The fair value of federal funds purchased and securities sold under repurchase agreements, as well
as Federal Home Loan Bank borrowings, is determined based on a discounted cash flow analysis using
current interest rates.
The fair value estimates of financial instruments are made at a specific point in time based on
relevant market information. These estimates are subjective in nature and involve uncertainties
and matters of significant judgment and therefore cannot be determined with precision. Changes in
assumptions could significantly affect these estimates.
9
Table of Contents
NOTE 4 FAIR VALUE MEASUREMENTS
Assets and liabilities carried at fair value are required to be classified and disclosed according
to this process for determining fair value. There are three levels of determining fair value:
Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities that
the Corporation has the ability to access at the measurement date.
Level 2 Inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for
similar assets or liabilities in active markets; quoted prices for identical or similar assets or
liabilities in markets that are not active; inputs other than quoted prices that are observable for
the asset or liability; and inputs that are derived principally from or corroborated by observable
market data by correlation or other means.
Level 3 Unobservable inputs for the asset or liability for which there is little, if any, market
activity at the measurement date. Unobservable inputs reflect the Corporations own assumptions
about what market participants would use to price the asset or liability. The inputs are developed
based on the best information available in the circumstances, which might include the Corporations
own financial data such as internally developed pricing models, discounted cash flow methodologies,
as well as instruments for which the fair value determination requires significant management
judgment.
There were no financial instruments measured at fair value that moved to a lower level in the fair
value hierarchy due to the lack of observable quotes in inactive markets for those instruments at
March 31, 2011 and December 31, 2010.
The following summarizes financial assets (there were no financial liabilities) measured at fair
value as of March 31, 2011 and December 31, 2010, segregated by the level of the valuation inputs
within the fair value hierarchy utilized to measure fair value:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
inputs | inputs | inputs | fair value | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
March 31, 2011 |
||||||||||||||||
Recurring: |
||||||||||||||||
Securities available-for-sale: |
||||||||||||||||
Obligations of U.S. Government agencies and corporations |
$ | - | $ | 95,296 | $ | - | $ | 95,296 | ||||||||
Obligations of states and political subdivisions |
- | 62,315 | - | 62,315 | ||||||||||||
Other |
- | 350 | - | 350 | ||||||||||||
Total |
$ | - | $ | 157,961 | $ | - | $ | 157,961 | ||||||||
Nonrecurring: |
||||||||||||||||
Other real estate owned |
$ | - | $ | - | $ | 865 | $ | 865 | ||||||||
Impaired loans |
- | - | 18,832 | 18,832 | ||||||||||||
Total |
$ | - | $ | - | $ | 19,697 | $ | 19,697 | ||||||||
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Level 1 | Level 2 | Level 3 | Total | |||||||||||||
inputs | inputs | inputs | fair value | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
December 31, 2010 |
||||||||||||||||
Recurring: |
||||||||||||||||
Securities available-for-sale: |
||||||||||||||||
Obligations of U.S. Government agencies and corporations |
$ | - | $ | 83,006 | $ | - | $ | 83,006 | ||||||||
Obligations of states and political
subdivisions |
- | 56,923 | - | 56,923 | ||||||||||||
Other |
- | 350 | - | 350 | ||||||||||||
Total |
$ | - | $ | 140,279 | $ | - | $ | 140,279 | ||||||||
Nonrecurring: |
||||||||||||||||
Other real estate owned |
$ | - | $ | - | $ | 1,443 | $ | 1,443 | ||||||||
Impaired loans |
- | - | 16,041 | 16,041 | ||||||||||||
Total |
$ | - | $ | - | $ | 17,484 | $ | 17,484 | ||||||||
The following summarizes the changes in other real estate loans measure at fair value on a
nonrecurring basis as follows (dollars in thousands):
nonrecurring basis as follows (dollars in thousands):
Balance as of December 31, 2010 |
$ | 1,443 | ||
Transfer of loans |
25 | |||
Impairment |
(40 | ) | ||
Net proceeds from sales |
(518 | ) | ||
Loss on sales |
(45 | ) | ||
Balance as of March 31, 2011 |
$ | 865 | ||
The following summarizes the changes in impaired loans measured at fair value on a
nonrecurring
basis as follows (dollars in thousands):
basis as follows (dollars in thousands):
Balance as of December 31, 2010 |
$ | 16,041 | ||
Net changes in impaired loans |
3,259 | |||
Charge off of principal |
(314 | ) | ||
Net principal payments and advances |
(154 | ) | ||
Balance as of March 31, 2011 |
$ | 18,832 | ||
A description of the valuation methodologies used for instruments measured at fair value, as
well as the general classification of such instruments pursuant to the valuation hierarchy,
follows.
In general, fair value is based upon quoted market prices, where available. If such quoted market
prices are not available, fair value is based upon internally developed models that primarily use,
as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that
financial instruments are recorded at fair value. These adjustments may include amounts to reflect
counterparty credit quality, the corporations creditworthiness, among other things, as well as
unobservable parameters. Any such valuation adjustments are applied consistently over time. The
Corporations valuation methodologies may produce a fair value calculation that may not be
indicative of net realizable value or reflective of future fair values. While management believes
the Corporations valuation methodologies are appropriate and consistent with other market
participants, the use of
11
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different methodologies or assumptions to determine the fair value of
certain financial instruments could result in a different estimate of fair value at the reporting
date.
Securities Available-for-Sale
Where quoted prices are available in an active market, securities are classified within Level 1 of
the valuation hierarchy. Level 1 securities would typically include government bonds and exchange
traded equities. If quoted market prices are not available, then fair values are estimated using
pricing models, quoted prices of securities with similar characteristics, or discounted cash flows.
Examples of such instruments, which would generally be classified within Level 2 of the valuation
hierarchy, include corporate and municipal bonds, mortgage-backed securities, and asset-backed
securities. In certain cases where there is limited activity or less transparency around inputs to
the valuation, securities are classified within Level 3 of the valuation hierarchy. The
Corporation did not have any securities classified as Level 1 or Level 3 at March 31, 2011 and
December 31, 2010.
Impaired Loans
The Corporation does not record impaired loans at fair value on a recurring basis. However,
periodically, a loan is considered impaired and is reported at the fair value of the underlying
collateral, less estimated costs to sell, if repayment is expected solely from the collateral.
Collateral values are estimated using Level 2 inputs, including recent appraisals and Level 3
inputs based on customized discounting criteria. Due to the significance of the Level 3 inputs,
impaired loans fair values have been classified as Level 3.
Other Real Estate Owned
The Corporation values other real estate owned at the estimated fair value of the underlying
collateral less expected selling costs. Such values are estimated primarily using appraisals and
reflect a market value approach. Due to the significance of the Level 3 inputs, other real estate
owned has been classified as Level 3.
12
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NOTE 5 SECURITIES
Amortized cost and fair value of available-for-sale and held-to-maturity securities were as follows
(dollars in thousands):
March 31, 2011 | December 31, 2010 | |||||||||||||||
Amortized | Fair | Amortized | Fair | |||||||||||||
cost | value | cost | value | |||||||||||||
Obligations of U.S. Government agencies and corporations |
$ | 94,398 | $ | 95,296 | $ | 81,845 | $ | 83,006 | ||||||||
Obligations of states and political subdivisions |
61,637 | 62,315 | 57,316 | 56,923 | ||||||||||||
Other |
350 | 350 | 350 | 350 | ||||||||||||
Total available-for-sale |
156,385 | 157,961 | 139,511 | 140,279 | ||||||||||||
Held-to-maturity - corporate debt obligation |
- | - | 500 | 505 | ||||||||||||
Restricted stock |
3,844 | 3,844 | 3,844 | 3,844 | ||||||||||||
Total |
$ | 160,229 | $ | 161,805 | $ | 143,855 | $ | 144,628 | ||||||||
Gross unrealized gains and losses on available-for-sale and held-to-maturity securities were as
follows (dollars in thousands):
March 31, 2011 | December 31, 2010 | |||||||||||||||
Gross | Gross | Gross | Gross | |||||||||||||
unrealized gains | unrealized losses | unrealized gains | unrealized losses | |||||||||||||
Obligations of U.S. Government agencies and corporations |
$ | 1,419 | $ | 520 | $ | 1,558 | $ | 396 | ||||||||
Obligations of states and |
1,193 | 516 | 725 | 1,119 | ||||||||||||
political subdivisions |
||||||||||||||||
Total available-for-sale |
2,612 | 1,036 | 2,283 | 1,515 | ||||||||||||
Held-to-maturity - corporate debt obligation |
- | - | 5 | - | ||||||||||||
Total |
$ | 2,612 | $ | 1,036 | $ | 2,288 | $ | 1,515 | ||||||||
13
Table of Contents
NOTE 6 LOANS
The following presents the balances and activity in the allowance for loan losses for the period
ended March 31, 2011:
Non- | |||||||||||||||||||||||||||||||||
Residential | residential | Construction | |||||||||||||||||||||||||||||||
real | real | real | Credit | ||||||||||||||||||||||||||||||
Commercial | estate | estate | estate | Consumer | card | Total | |||||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||||||||||
Balance at December 31, 2010 |
$ | 542 | $ | 1,857 | $ | 2,049 | $ | 347 | $ | 85 | $ | 75 | $ | 4,955 | |||||||||||||||||||
Provision charged to expense |
49 | 10 | 153 | (85 | ) | (11 | ) | (16 | ) | 100 | |||||||||||||||||||||||
Losses charged off |
(19 | ) | (105 | ) | (209 | ) | - | (3 | ) | (3 | ) | (339 | ) | ||||||||||||||||||||
Recoveries |
4 | 2 | 1 | - | 14 | 5 | 26 | ||||||||||||||||||||||||||
Balance at March 31, 2011 |
$ | 576 | $ | 1,764 | $ | 1,994 | $ | 262 | $ | 85 | $ | 61 | $ | 4,742 | |||||||||||||||||||
The following presents the balances in the allowance for loan losses and the recorded
investment in loans by portfolio segment and based on impairment method as of March 31, 2011:
Non- | |||||||||||||||||||||||||||||||||
Residential | residential | Construction | |||||||||||||||||||||||||||||||
real | real | real | Credit | ||||||||||||||||||||||||||||||
Commercial | estate | estate | estate | Consumer | card | Total | |||||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||||||||||
Allowance for loan losses: |
|||||||||||||||||||||||||||||||||
Ending allowance balance attributable to loans: |
|||||||||||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 39 | $ | 419 | $ | 747 | $ | 130 | $ | - | $ | - | $ | 1,335 | |||||||||||||||||||
Collectively evaluated for impairment |
537 | 1,345 | 1,247 | 132 | 85 | 61 | 3,407 | ||||||||||||||||||||||||||
Total |
$ | 576 | $ | 1,764 | $ | 1,994 | $ | 262 | $ | 85 | $ | 61 | $ | 4,742 | |||||||||||||||||||
Loans: |
|||||||||||||||||||||||||||||||||
Loans individually evaluated for impairment |
$ | 340 | $ | 2,530 | $ | 14,487 | $ | 1,475 | $ | - | $ | - | $ | 18,832 | |||||||||||||||||||
Loans collectively evaluated for impairment |
22,270 | 108,934 | 124,118 | 3,457 | 11,028 | 2,454 | 272,261 | ||||||||||||||||||||||||||
Total |
$ | 22,610 | $ | 111,464 | $ | 138,605 | $ | 4,932 | $ | 11,028 | $ | 2,454 | $ | 291,093 | |||||||||||||||||||
14
Table of Contents
The following represents loans individually evaluated for impairment by class of loans as of
March 31, 2011:
Allowance | ||||||||||||
Unpaid | for loan | |||||||||||
principal | Recorded | losses | ||||||||||
balance | investment | allocated | ||||||||||
(Dollars in thousands) | ||||||||||||
With no related allowance recorded: |
||||||||||||
Agricultural loans |
$ | - | $ | - | $ | - | ||||||
Commercial loans |
229 | 229 | - | |||||||||
Commercial overdraft LOC |
- | - | - | |||||||||
Commercial non-profit/political subdivisions |
- | - | - | |||||||||
Open-end home equity |
9 | 9 | - | |||||||||
1 4 family real estate (1st mortgages) |
842 | 750 | - | |||||||||
1 4 family real estate (Jr. mortgages) |
- | - | - | |||||||||
Multifamily real estate |
- | - | - | |||||||||
Farm real estate |
- | - | - | |||||||||
Non-farm/non-residential real estate |
10,443 | 9,858 | - | |||||||||
Construction real estate |
- | - | - | |||||||||
Consumer loans vehicle |
- | - | - | |||||||||
Consumer overdraft LOC |
- | - | - | |||||||||
Consumer loans mobile home |
- | - | - | |||||||||
Consumer loans home improvement |
- | - | - | |||||||||
Consumer loans other |
- | - | - | |||||||||
MasterCard/VISA |
- | - | - | |||||||||
With an allowance recorded: |
||||||||||||
Agricultural loans |
- | - | - | |||||||||
Commercial loans |
46 | 46 | 7 | |||||||||
Commercial overdraft LOC |
65 | 65 | 30 | |||||||||
Commercial non-profit/political subdivisions |
- | - | - | |||||||||
Open-end home equity |
18 | 18 | 18 | |||||||||
1 4 family real estate (1st mortgages) |
1,764 | 1,602 | 367 | |||||||||
1 4 family real estate (Jr. mortgages) |
151 | 151 | 35 | |||||||||
Multifamily real estate |
- | - | - | |||||||||
Farm real estate |
- | - | - | |||||||||
Non-farm/non-residential real estate |
4,714 | 4,629 | 748 | |||||||||
Construction real estate |
1,845 | 1,475 | 130 | |||||||||
Consumer loans vehicle |
- | - | - | |||||||||
Consumer overdraft LOC |
- | - | - | |||||||||
Consumer loans mobile home |
- | - | - | |||||||||
Consumer loans home improvement |
- | - | - | |||||||||
Consumer loans other |
- | - | - | |||||||||
MasterCard/VISA |
- | - | - | |||||||||
Total |
$ | 20,126 | $ | 18,832 | $ | 1,335 | ||||||
15
Table of Contents
Croghan categorizes loans into risk categories based on relevant information about the ability of
the borrowers to service their debt such as: current financial information, historical payment
experience, credit documentation, public information, and current economic trends, among other
factors. The Bank uses the following definitions for risk ratings:
| Special Mention Loans classified special mention possess some credit deficiency or
potential weakness that deserves close attention, but which do not yet warrant substandard
classification. Such loans pose unwarranted financial risk that, if not corrected, could
weaken the loan and increase risk of losses in the future. |
||
| Substandard Loans classified as substandard are inadequately protected by the current
net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans
classified as substandard have well-defined weakness or weaknesses that jeopardize the
liquidation of the debt. They are categorized by the distinct possibility that the
institution will sustain some loss if the deficiencies are not corrected. |
||
| Doubtful Loans classified as doubtful have all of the weaknesses of those classified
as substandard. Additionally, however, these weaknesses make collection or liquidation in
full based on existing conditions improbable. |
Loans not meeting the criteria above that are analyzed individually as part of the above described
process are considered to be pass rated loans. The following presents loans as of March 31, 2011
that are collectively evaluated for impairment and are considered not impaired. Investments in
each category found below do not include loans that are deemed impaired and analyzed individually
for impairment which were presented previously:
Special | Sub- | Not | ||||||||||||||||||
Pass | mention | standard | Doubtful | rated | ||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Agricultural loans |
$ | 2,488 | $ | - | $ | - | $ | - | $ | - | ||||||||||
Commercial loans |
18,191 | 132 | 312 | - | - | |||||||||||||||
Commercial overdraft LOC |
- | - | - | - | 266 | |||||||||||||||
Commercial non-profit/political subdivisions |
881 | - | - | - | - | |||||||||||||||
Open-end home equity |
22,383 | 127 | 228 | - | - | |||||||||||||||
1 4 family real estate (1st mortgages) |
76,353 | 2,797 | 2,725 | - | - | |||||||||||||||
1 4 family real estate (Jr. mortgages) |
3,931 | 58 | 332 | - | - | |||||||||||||||
Multifamily real estate |
9,638 | - | 2,971 | - | - | |||||||||||||||
Farm real estate |
8,673 | - | 306 | - | - | |||||||||||||||
Non-farm/non-residential real estate |
90,085 | 6,900 | 5,545 | - | - | |||||||||||||||
Construction real estate |
2,265 | 222 | 970 | - | - | |||||||||||||||
Consumer loans vehicle |
2,763 | 9 | 9 | - | - | |||||||||||||||
Consumer overdraft LOC |
- | - | - | - | 171 | |||||||||||||||
Consumer loans mobile home |
858 | 25 | 5 | - | - | |||||||||||||||
Consumer loans home improvement |
160 | - | - | - | - | |||||||||||||||
Consumer loans other |
6,961 | 18 | 49 | - | - | |||||||||||||||
MasterCard/VISA |
- | - | - | - | 2,454 | |||||||||||||||
Total |
$ | 245,630 | $ | 10,288 | $ | 13,452 | $ | - | $ | 2,891 | ||||||||||
16
Table of Contents
The following presents the recorded investment by class of loans which are not on nonaccrual and
have collectively been evaluated for impairment. These loans are pass rated loans as of March 31,
2011:
30 89 | 90+ | |||||||||||||||||||
days | days | Total | Not | |||||||||||||||||
past due | past due | past due | past due | Total | ||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Agricultural loans |
$ | - | $ | - | $ | - | $ | 2,488 | $ | 2,488 | ||||||||||
Commercial loans |
1 | - | 1 | 18,634 | 18,635 | |||||||||||||||
Commercial overdraft LOC |
- | - | - | 266 | 266 | |||||||||||||||
Commercial non-profit/political subdivisions |
- | - | - | 881 | 881 | |||||||||||||||
Open-end home equity |
134 | 26 | 160 | 22,578 | 22,738 | |||||||||||||||
1 4 family real estate (1st mortgages) |
2,020 | 419 | 2,439 | 79,436 | 81,875 | |||||||||||||||
1 4 family real estate (Jr. mortgages) |
5 | 31 | 36 | 4,285 | 4,321 | |||||||||||||||
Multifamily real estate |
339 | - | 339 | 12,270 | 12,609 | |||||||||||||||
Farm real estate |
47 | - | 47 | 8,932 | 8,979 | |||||||||||||||
Non-farm/non-residential real estate |
497 | - | 497 | 102,033 | 102,530 | |||||||||||||||
Construction real estate |
- | - | - | 3,457 | 3,457 | |||||||||||||||
Consumer loans vehicle |
9 | - | 9 | 2,772 | 2,781 | |||||||||||||||
Consumer overdraft LOC |
1 | 1 | 2 | 169 | 171 | |||||||||||||||
Consumer loans mobile home |
5 | - | 5 | 883 | 888 | |||||||||||||||
Consumer loans home improvement |
- | - | - | 160 | 160 | |||||||||||||||
Consumer loans other |
23 | 7 | 30 | 6,998 | 7,028 | |||||||||||||||
MasterCard/VISA |
89 | 4 | 93 | 2,361 | 2,454 | |||||||||||||||
Total |
$ | 3,170 | $ | 488 | $ | 3,658 | $ | 268,603 | $ | 272,261 | ||||||||||
The following presents the recorded investment in loans past due and over 90 days still on
accrual, nonaccrual, and troubled debt restructuring by class of loans as of March 31, 2011:
Loans past due | Troubled | |||||||||||
90+ days | debt | |||||||||||
still accruing | Nonaccrual | restructurings | ||||||||||
(Dollars in thousands) | ||||||||||||
Agricultural loans |
$ | - | $ | - | $ | - | ||||||
Commercial loans |
- | 34 | 134 | |||||||||
Commercial overdraft LOC |
- | - | - | |||||||||
Commercial non-profit/political subdivisions |
- | - | - | |||||||||
Open-end home equity |
26 | 27 | - | |||||||||
1 4 family real estate (1st mortgages) |
419 | 2,067 | 401 | |||||||||
1 4 family real estate (Jr. mortgages) |
31 | 36 | - | |||||||||
Multifamily real estate |
- | - | - | |||||||||
Farm real estate |
- | - | - | |||||||||
Non-farm/non-residential real estate |
- | 3,819 | 3,576 | |||||||||
Construction real estate |
- | 475 | 1,000 | |||||||||
Consumer loans vehicle |
- | - | - | |||||||||
Consumer overdraft LOC |
1 | - | - | |||||||||
Consumer loans mobile home |
- | - | - | |||||||||
Consumer loans home improvement |
- | - | - | |||||||||
Consumer loans other |
7 | - | - | |||||||||
MasterCard/VISA |
4 | - | - | |||||||||
Total |
$ | 488 | $ | 6,458 | $ | 5,111 | ||||||
17
Table of Contents
NOTE 7 OTHER COMPREHENSIVE INCOME
The components of accumulated other comprehensive income and related tax effects for the
three-month period ended March 31, 2011 and 2010 were as follows (dollars in thousands):
2011 | 2010 | |||||||
Unrealized gains on available-for-sale securities |
$ | 1,576 | $ | 1,724 | ||||
Tax effect |
536 | 586 | ||||||
Net-of-tax amount |
$ | 1,040 | $ | 1,138 | ||||
18
Table of Contents
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Where appropriate, the following discussion relating to the Corporation contains the insights of
management into known events and trends that have or may be expected to have a material effect on
the Corporation operations and financial condition. The information presented may also contain
certain forward-looking statements regarding future financial performance, which are not historical
facts and which involve various risks and uncertainties. When used herein, the terms
anticipates, believes, plans, intends, expects, estimates, projects, targets,
will, would, should, could, and similar expressions are intended to identify
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, but are not the exclusive means of identifying such statements. The Corporations actual
results may differ materially from those expressed or implied in such forward-looking statements.
Risks and uncertainties that could cause or contribute to such material differences include, but
are not limited to, changes in regional and/or national economic conditions, changes in policies by
regulatory agencies, fluctuations in interest rates, changes in FDIC insurance assessment rates,
demand for loans in the Corporations market area, and competitive conditions in the financial
services industry. Additional information concerning a number of important factors which could
cause actual results to differ materially from the forward-looking statements is available in the
Corporations filings with the Securities and Exchange Commission under the Securities Exchange Act
of 1934, as amended (the Exchange Act), including the disclosure in Item 1A. Risk Factors of
Part I of Croghans Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
The Corporation cautions readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made. The Corporation does not undertake, and
specifically disclaims any obligation, to update any forward-looking statements to reflect
occurrences or unanticipated events or circumstances after the date of such statements, except to
the extent required by law.
PERFORMANCE SUMMARY
Net income for the three-month period ended March 31, 2011 was $1,009,000, or $.60 per common
share, compared to $932,000, or $.55 per common share for the same period in 2010, an increase of
$77,000 (8.3%). The results for the first quarter were positively affected by a $400,000 decrease
in the provision for loan losses and a $52,000 decrease in federal income taxes. Results were
offset by a $60,000 decrease in net interest income, an $86,000 decrease in non-interest income,
and a $229,000 increase in non-interest expenses.
Assets at March 31, 2011 totaled $495,189,000 compared to $489,727,000 at December 31, 2010. Total
cash and cash equivalents decreased $9,550,000 during the quarter ended March 31, 2011. Total
loans decreased to $291,093,000 from $293,305,000 at 2010 year end. Total securities increased to
$161,805,000 from $144,623,000 at 2010 year end. Total deposits increased to $390,142,000 from
$384,157,000 at 2010 year end.
19
Table of Contents
FINANCIAL POSITION
The following comments are based upon a comparison of Croghans financial position at March 31,
2011 to December 31, 2010.
Total cash and cash equivalents decreased $9,550,000 (43.7%) and total securities increased
$17,182,000 (11.9%) during the three-month period ended March 31, 2011. Total loans decreased
$2,212,000 (0.8%) to $291,093,000 at March 31, 2011, compared to $293,305,000 at December 31, 2010.
During the same period, deposits increased $5,985,000 (1.6%) to $390,142,000 at March 31, 2011,
compared to $384,157,000 at December 31, 2010.
The increase in securities during the three-month period ended March 31, 2011 primarily resulted
from purchases of available-for sale securities of $25,917,000, with maturities during the period
of $8,930,000. There were no sales of securities during the period. Securities balances continue
to increase to help offset the continued loan balance decline.
The total loan balance continued to decrease during the three-month period ended March 31, 2011.
The decrease resulted from selling fixed rate mortgages into the secondary market, pay downs from
commercial borrowers, and a continuation of the soft demand in the Banks lending markets.
Components of the increase in deposits included a $10,500,000 (4.2%) increase in the liquid deposit
category (demand, savings, NOW, and money market deposit accounts), which was partially offset by a
$4,515,000 (3.4%) decrease in the time deposit category. Croghan strives to maintain a strong
interest margin by balancing deposit needs to fund anticipated loan demand and by maintaining the
necessary deposit pricing structure.
Stockholders equity at March 31, 2011 increased to $57,444,000, or $34.33 book value per common
share, compared to $56,513,000, or $33.71 book value per common share, at December 31, 2010. The
balance in stockholders equity at March 31, 2011 included accumulated other comprehensive income,
consisting of net unrealized gains on securities classified as available-for-sale, net of related
income taxes. At March 31, 2011, Croghan held $157,961,000 in available-for-sale securities with
an unrealized gain of $1,040,000, net of income taxes. This compares to 2010 year-end holdings of
$140,279,000 in available-for-sale securities with an unrealized gain of $507,000, net of income
taxes.
Beginning in February 2002, Croghan instituted a stock buy-back program, which has subsequently
been extended through August 1, 2011. Since the inception of the program, a total of 248,791
shares have been repurchased by Croghan. The 240,729 treasury shares held as of March 31, 2011 and
the 237,729 shares held as of December 31, 2010 are reported at their acquired cost.
A cash dividend of $.32 per share was declared on March 15, 2011, payable on April 29, 2011 to
shareholders of record as of April 15, 2011.
NET INTEREST INCOME
Net interest income, which represents the excess revenue generated from interest-earning assets
over the interest cost of funding those assets, decreased $60,000 (1.4%), for the three-month
period ended March 31, 2011 as compared to the same period in 2010. The net interest yield
decreased to 3.87% for the three-month period ended March 31, 2011 compared to 4.06% for the same
period in 2010. The increase of $18,496,000 in interest-earning assets year-over-year was
primarily due to the increase in the security portfolio, which was funded by a $9,847,000 increase
in interest-bearing deposits.
20
Table of Contents
PROVISION FOR LOAN LOSSES AND THE ALLOWANCE FOR LOAN LOSSES
Croghans comprehensive loan policy provides guidelines for managing credit risk and asset quality.
The policy details acceptable lending practices, establishes loan-grading classifications, and
stipulates the use of a loan review process. Croghan directly employs three staff
members dedicated to the credit analysis function to aid in facilitating the early identification
of problem loans, to help ensure sound credit decisions, and to assist in the determination of the
allowance for loan losses. Croghan also engages an outside credit review firm to supplement the
credit analysis function and to provide an independent assessment of the loan review process.
Croghans loan policy, loan review process, and credit analysis staff facilitate managements
evaluation of the credit risk inherent in the lending function.
The following table details factors relating to the provision and allowance for loan losses for the
periods noted:
Three months ended | Three months ended | |||||||
March 31, 2011 | March 31, 2010 | |||||||
(Dollars in thousands) | ||||||||
Provision for loan losses charged to expense |
$ | 100 | $ | 500 | ||||
Net loan charge-offs |
313 | 37 | ||||||
Annualized net loan charge-offs as a percent
of average outstanding loans |
.43 | % | .01 | % |
The following table details factors relating to non-performing and potential problem loans as of
the dates noted:
March 31, 2011 | December 31, 2010 | |||||||
(Dollars in thousands) | ||||||||
Nonaccrual loans |
$ | 6,458 | $ | 4,127 | ||||
Loans contractually past due 90 days or more
and still accruing interest |
488 | 586 | ||||||
Restructured loans |
5,111 | 4,665 | ||||||
Potential problem loans, other than those past due
90 days or more, nonaccrual, or restructured |
22,616 | 15,873 | ||||||
Total potential problem and non-performing loans |
$ | 34,673 | $ | 25,251 | ||||
Allowance for loan losses |
$ | 4,742 | $ | 4,955 | ||||
Allowance for loan losses as a percent
of period-end loans |
1.63 | % | 1.69 | % |
21
Table of Contents
During the first quarter of 2011, the Bank recognized a $100,000 provision for loan losses as
compared to a $500,000 provision during the same period a year ago. The 2011 first quarter
provision was primarily attributable to a decrease in the average historical loss rates which are
used to calculate certain segments of the allowance for loan losses which resulted from one large
loss no longer being within the time frame of the calculation. This is the first quarter the Bank
has experienced historical loss rates that decreased since the first quarter 2008. Since the first
quarter of 2008, the Banks historical loss rates had been increasing quarterly, due to the general
deteriorating state of the economy. The 2010 first quarter provision was attributable to the
aforementioned increased historical loss rates.
Total potential problem and non-performing loans, which are summarized in the preceding table,
increased $9,422,000, or 37.3%, to $34,673,000 at March 31, 2011, compared to $25,251,000 at
December 31, 2010. Unfavorable components at March 31, 2011, as compared to December 31, 2010,
included a $2,331,000 increase in nonaccrual loans which was attributable to a large manufacturing
client that went on nonaccrual in the first quarter 2011. Other unfavorable components included a
$6,743,000 increase in potential problem loans, other than those past due 90 days or more,
nonaccrual, or restructured, and a $446,000 increase in the restructured loan category. A
favorable component was a $98,000 decrease in loans contractually past due 90 days or more and
still accruing interest.
As illustrated in the following table, $21,038,000, or 93.0%, of total potential problem loans are
less than 30 days past due and $22,613,000, or 99.9%, are secured with collateral at March 31,
2011.
Croghan typically classifies credits as potential problem loans, regardless of collateralization or
the existence of contractually obligated guarantors, when a review of the borrowers financial
statements indicates that the borrowing entity does not generate sufficient operating cash flow to
adequately service its debts. All of the potential problem loans at March 31, 2011, totaling
$22,616,000, are currently performing loans (less than 90 days past due) and a majority are
collateralized by an interest in real property.
The following table provides additional detail pertaining to the past due status of Croghans
potential problem loans as of the dates noted:
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Potential problem loans not currently past due |
$ | 15,592 | $ | 8,746 | ||||
Potential problem loans past due one day or more but less than 10 days |
1,975 | 3,079 | ||||||
Potential problem loans past due 10 days or more but less than 30 days |
3,471 | 3,051 | ||||||
Potential problem loans past due 30 days or more but less than 60 days |
1,351 | 641 | ||||||
Potential problem loans past due 60 days or more but less than 90 days |
227 | 356 | ||||||
Total potential problem loans |
$ | 22,616 | $ | 15,873 | ||||
Total potential problem loans increased during the first quarter 2011, which resulted primarily
from a $6,846,000 increase in the loans not currently past due. This increase was partially offset
by a $103,000 decrease in the aggregate amount of potential problem loans in the past due
categories.
22
Table of Contents
The following table provides additional detail pertaining to the collateralization of Croghans
potential problem loans as of the dates noted:
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Collateralized by an interest in real property |
$ | 22,189 | $ | 15,427 | ||||
Collateralized by an interest in assets other than real property |
424 | 438 | ||||||
Unsecured |
3 | 8 | ||||||
Total potential problem loans |
$ | 22,616 | $ | 15,873 | ||||
Management will continue to monitor asset quality trends throughout 2011 to ensure adequate
provisions for loan losses are made in a timely manner. It is Croghans policy to maintain the
allowance for loan losses at a level sufficient to provide for losses inherent in the portfolio.
Management believes the allowance for loan losses at March 31, 2011 is adequate to provide for
those losses identified as well as those losses inherent within the loan portfolio.
NON-INTEREST INCOME
Total non-interest income decreased $86,000, or 10.1%, for the three-month period ended March 31,
2011, compared to the same period in 2010. During the first quarter of 2011, the Bank had an Other
Than Temporarily Impaired (OTTI) security write down in regards to one security in the amount of
$111,000. This write down was partially offset by other non-interest income items such as gains on
sale of loans increasing $9,000 to $39,000 during the first quarter 2011. Also within the
non-interest income category, trust income increased $29,000 during the first quarter 2011 compared
to 2010.
NON-INTEREST EXPENSES
Total non-interest expenses increased $229,000, or 6.4%, for the three-month period ended March 31,
2011, as compared to the same period in 2010. Salaries, wages, and employee benefits increased
$99,000, or 5.0%, between comparable three-month periods. Occupancy of premises expense increased
$5,000, or 2.2%, between comparable three-month periods. Other operating expenses increased
$125,000, or 9.4%, between comparable three-month periods.
Within the other operating expense category is the FDIC insurance expense. During the first
quarter 2011, the FDIC insurance expense was $129,000, compared to $141,000 during the same period
in 2010. The Bank prepaid the amount of $1,797,000 in December 2009 and had a remaining prepaid
balance of $1,140,000 at March 31, 2011. These prepaid assessment amounts are included in other
assets of the Corporation. Future quarterly assessments will be charged against the prepaid asset
until such time as the prepaid asset has been full expensed, at which point the Bank will resume
paying premiums to the FDIC.
FEDERAL INCOME TAX EXPENSE
Federal income tax expense decreased $52,000, or 19.5%, between comparable three-month periods.
The Corporations effective tax rate for the three months ended March 31, 2011 was 17.6% compared
to 22.3% for the same period in 2010. The decrease in the effective tax rate is a result of an
increase in tax exempt interest income from investment securities.
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LIQUIDITY AND CAPITAL RESOURCES
Short-term borrowings of federal funds purchased and repurchase agreements averaged $22,228,000 for
the three-month period ended March 31, 2011. This compares to $18,701,000 for the three-month
period ended March 31, 2010, and $20,002,000 for the twelve-month period ended December 31, 2010.
Borrowings from the Federal Home Loan Bank totaled $22,500,000 at March 31, 2011, compared to
$35,500,000 at March 31, 2010, and $25,500,000 at December 31, 2010.
Capital expenditures for premises and equipment totaled $45,000 for the three-month period ended
March 31, 2011, compared to $78,000 for the same period in 2010. The 2011 expenditures included
new roofs on two buildings.
Loan commitments, including letters of credit, as of March 31, 2011 totaled $76,720,000 compared to
$73,324,000 at December 31, 2010. Since many of these commitments are expected to expire without
being drawn upon, this total does not necessarily represent future cash requirements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the quantitative and qualitative information about market
risk from the information provided in Croghans Annual Report on Form 10-K for the fiscal year
ended December 31, 2010 (the 2010 Form 10-K).
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF CONTROLS AND PROCEDURES
With the participation of the Corporations principal executive officer and principal financial
officer, the Corporations management has evaluated the effectiveness of the Corporations
disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, the
Corporations principal executive officer and principal financial officer have concluded that:
(a) | information required to be disclosed by the Corporation in this Quarterly Report on Form 10-Q and the other reports which the Corporation files or submits under the Exchange Act would be accumulated and communicated to the Corporations management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure; | |
(b) | information required to be disclosed by the Corporation in this Quarterly Report on Form 10-Q and the other reports which the Corporation files or submits under the Exchange Act would be recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms; and | |
(c) | the Corporations disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q. |
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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in the Corporations internal control over financial reporting (as defined in
Rule 13a-15(f) under the Exchange Act) that occurred during the Corporations fiscal quarter ended
March 31, 2011, that have materially affected, or are reasonably likely to materially affect, the
Corporations internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any pending legal proceedings, except for routine legal proceedings to
which the Corporations subsidiary Bank is a party incidental to its banking business. Management
considers none of those proceedings to be material.
ITEM 1A. RISK FACTORS
There are certain risks and uncertainties in our business that could cause our actual results to
differ materially from those anticipated. In addition to the other information set forth in this
Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Item
1A. Risk Factors of Part I of the 2010 Form 10-K, which could materially affect our business,
financial condition, and/or operating results. There have been no material changes from those risk
factors previously disclosed in Item 1A. Risk Factors of Part I of the 2010 Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) | Not applicable | |
(b) | Not applicable | |
(c) | The table below includes certain information regarding Croghans repurchase of its common shares during the quarterly period ended March 31, 2011: |
Total Number of | Maximum Number | |||||||||||||||
Shares Purchased | of Shares that May | |||||||||||||||
Total Number | Average | as Part of Publicly | Yet Be Purchased | |||||||||||||
of Shares | Price Paid | Announced Plans | Under the Plans | |||||||||||||
Period | Purchased | per Share | or Programs | or Programs (1) | ||||||||||||
01/01/11 through 01/31/11 |
None | None | None | 68,694 | ||||||||||||
02/01/11 through 02/28/11 |
3,000 | $ | 25.15 | 3,000 | 80,819 | |||||||||||
03/01/11 through 03/31/11 |
None | None | None | 80,819 |
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(1) | An extension of Croghans stock repurchase program was approved on July 13, 2010, in which up to 84,615 shares could be repurchased from August 1, 2010 to February 1, 2011 (with a total of 15,921 shares repurchased prior to its expiration). An extension of Croghans stock repurchase program commencing February 1, 2011 and ending August 1, 2011 was announced on January 28, 2011, in which up to 83,819 shares may be repurchased (with 3,000 shares purchased on February 23, 2011). |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. [RESERVED]
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS
EXHIBIT 31.1 Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer
EXHIBIT 31.2 Rule 13a-14(a)/15d-14(a) Certification - Principal Financial Officer
EXHIBIT 32 Section 1350 Certification - Principal Executive Officer and Principal Financial Officer
EXHIBIT 31.2 Rule 13a-14(a)/15d-14(a) Certification - Principal Financial Officer
EXHIBIT 32 Section 1350 Certification - Principal Executive Officer and Principal Financial Officer
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CROGHAN BANCSHARES, INC. | ||||
Registrant |
||||
Date: April 27, 2011 | By: | /s/ Rick M. Robertson | ||
Rick M. Robertson, President and CEO | ||||
(Principal Executive Officer) | ||||
Date: April 27, 2011 | By: | /s/ Kendall W. Rieman | ||
Kendall W. Rieman, Treasurer | ||||
(Principal Financial Officer) | ||||
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EXHIBIT INDEX
Exhibit Number | Description | Exhibit Location | ||
31.1
|
Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer | Filed herewith | ||
31.2
|
Rule 13a-14(a)/15d-14(a) Certification - Principal Financial Officer | Filed herewith | ||
32
|
Section 1350 Certification - Principal Executive Officer and Principal Financial Officer | Filed herewith |
28